RemeGen Co., Ltd. — Capital/Financing Update 2015

Dec 3, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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Overseas Chinese Town (Asia) Holdings Limited 華僑城（亞洲）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

DISCLOSEABLE TRANSACTION IN RELATION TO THE PAYMENT OF EARNEST MONEY IN RESPECT OF THE POSSIBLE ACQUISITION AND POSSIBLE SUBSCRIPTION OF EQUITY INTERESTS IN A PRC COMPANY

PAYMENT OF EARNEST MONEY

On 3 December 2015, the Board announced that Chengdu Chuang Ying, a wholly owned subsidiary of Chengdu OCT which is a non-wholly owned subsidiary of the Company, submitted its application and paid the Earnest Money to SWUEE at the Tender for the Target Interests of the Target Company.

LISTING RULES IMPLICATIONS

As one or more of the relevant applicable percentage ratios calculated pursuant to the Listing Rules in respect of the payment of Earnest Money is/are more than 5% but less than 25%, the payment of Earnest Money constitutes a discloseable transaction of the Company for the purpose of the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

In the event that the Possible Transfer and the transactions contemplated thereunder materialise, they are expected to constitute a major transaction of the Company for the purpose of the Listing Rules and would be subject to the announcement requirement and the approval of the Shareholders under Chapter 14 of the Listing Rules. Further announcement(s) will be made in respect thereof as and when required by the Listing Rules.

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Shareholders and potential investors are reminded that the Possible Transfer is subject to, among other things, Chengdu Chuang Ying’s winning of the Tender. There is no assurance by the Company that the Possible Transfer will materialise or be undertaken by Chengdu Chuang Ying and thus the Possible Transfer may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

INTRODUCTION

On 3 December 2015, the Board announced that Chengdu Chuang Ying, a wholly owned subsidiary of Chengdu OCT which is a non-wholly owned subsidiary of the Company, submitted its application and paid the Earnest Money to SWUEE at the Tender for the Target Interests of the Target Company.

BACKGROUND OF THE POSSIBLE TRANSFER

Procedure of the Tender

The Sale Equity Interests are being offered for sale by the Vendor and the Subscription Equity Interests are being offered for subscription by the Target Company by way of tender convened at SWUEE pursuant to related laws, regulation and policies in the PRC.

SWUEE is fully responsible for the preparatory works for the Tender, including but not limited to inviting potential bidders to participate in the Tender, and examining the qualification of the potential bidders.

PRINCIPAL TERMS OF THE TENDER FOR THE TARGET INTERESTS

Date of the Tender

The Tender was held for the period from 6 November 2015 to 3 December 2015. The Group submitted its application for the Tender on 3 December 2015.

Since there is only one qualified bidder, the period for the application of the Tender has been extended for ten Business Days from the date of this announcement to 17 December 2015. The successful bidder will be obliged to enter into an equity interest transfer and subscription agreement after the announcement of the successful bidder of the Tender.

Parties

Bidder: Chengdu Chuang Ying, a wholly owned subsidiary of Chengdu OCT which is a non-wholly owned subsidiary of the Company

Seller/Issuer: The Vendor/The Target Company

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To the best information, knowledge and belief of the Directors, after having made all reasonable enquiries, the Vendor, the Target Company and their respective ultimate beneficial owners are Independent Third Parties.

Maximum Consideration for the bid

The starting price of the Tender is RMB797,842,500 (equivalent to approximately HK$965,389,425). Potential bidder(s) is/are required to pay the Earnest Money to SWUEE on or before 3 December 2015. Such Earnest Money will be applied towards settling part of the consideration for the acquisition and subscription of the Target Interests and other related fees and/or expenses if Chengdu Chuang Ying is successful in its bidding at the Tender. The Group paid such Earnest Money on 3 December 2015. If Chengdu Chuang Ying fails in the bidding, SWUEE will return the Earnest Money to Chengdu Chuang Ying without interest in three Business Days.

There are circumstances where the Earnest Money will not be refunded to Chengdu Chuang Ying which include, amongst others, the following: (1) Chengdu Chuang Ying refuses to proceed with the tender process; and (2) Chengdu Chuang Ying does not enter into the equity transfer and subscription agreement within one month from successful bidding due to reasons unrelated to the Vendor.

The final bid price for the Target Interests submitted by Chengdu Chuang Ying at the Tender depends on, among other things, (1) the location and potential value for future development of the Land Parcels and the properties thereon, (2) the preliminary valuation of the Land Parcels and the properties as assessed by an independent valuer, and (3) the bid prices submitted by competitors at the Tender. The final bid price does/will not exceed the Maximum Consideration in any event.

It is currently expected that Chengdu Chuang Ying will finance the payment for the Possible Transfer by its internal resources.

If Chengdu Chuang Ying wins at the Tender, Chengdu Chuang Ying will enter into an equity transfer and subscription agreement with the Vendor and the Target Company. The remaining consideration for the Target Interests shall be paid by cash within three Business Days after the equity interest transfer agreement and subscription agreement becoming effective. Upon completion of the Possible Transfer, the Target Company will be owned as to 49% by Chengdu Chuang Ying.

REASONS FOR AND BENEFITS OF THE POSSIBLE TRANSFER

The Group is principally engaged in the comprehensive development business and the manufacture and sale of cartons and paper products.

In this connection, the Group considers that the Target Company possesses quality assets and has great growth potential, and the Possible Transfer is a good investment opportunity for the Group to further its comprehensive development businesses.

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The Earnest Money, which was funded by the internal resources of Chengdu Chuang Ying, was provided to SWUEE as one of the requirements of the Tender.

The Directors (including the independent non-executive Directors) are of the opinion that the payment of the Earnest Money, the terms of the Possible Transfer and the transactions contemplated thereunder (including the Maximum Consideration) are fair and reasonable and the payment of the Earnest Money and the Possible Transfer are in the interest of the Company and the Shareholders as a whole.

INFORMATION OF THE VENDOR, THE TARGET COMPANY AND THE LAND PARCELS

According to the Tender Document, the Vendor is principally engaged in the investment, financing and management of sports-related projects; operation and development of sports competition and performances; development and operation of property; and land consolidation.

According to the Tender Document, the Target Company was established in the PRC on 13 December 2007 and, being the owner of the Land Parcels and the properties thereon, is principally engaged in the sports venues operation and management, operations and sales of sports products, management and development of sports competition and performance, investment and development of sports tourism.

The Land Parcels are located in Chengdu, the PRC. The Land Parcels are being used and/or shall be used for, amongst others, sports, entertainment, cultural and residential purposes. Further details of the Land Parcels will be included in the Circular.

LISTING RULES IMPLICATIONS

As one or more of the relevant applicable percentage ratios calculated pursuant to the Listing Rules in respect of the payment of Earnest Money is/are more than 5% but less than 25%, the payment of the Earnest Money constitutes a discloseable transaction of the Company for the purpose of the Listing Rules and is subject to the reporting and announcement requirement under Chapter 14 of the Listing Rules.

In the event that the Possible Transfer and the transactions contemplated thereunder materialise, they are expected to constitute a major transaction of the Company for the purpose of the Listing Rules and would be subject to the announcement requirement and the approval of the Shareholders under Chapter 14 of the Listing Rules. Further announcement(s) will be made in respect thereof as and when required by the Listing Rules.

Shareholders and potential investors are reminded that the Possible Transfer is subject to, among other things, Chengdu Chuang Ying’s winning of the Tender. There is no assurance by the Company that the Possible Transfer will materialise or be undertaken by Chengdu Chuang Ying and thus the Possible Transfer may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

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DEFINITIONS

“Board”	the board of Directors
“Business Day(s)”	a working day as announced by the relevant PRC government
	department(s)
“Chengdu Chuang Ying”	成�華僑城創盈企業管理有限公司(Chengdu OCT Chuang Ying
	EnterpriseManagementCompanyLimited*),acompany
	incorporated in the PRC
“Chengdu OCT”	成�天府華僑城實業發展有限公司(ChengduTianfu	OCT
	Industry Development Company Limited*), a sino-foreign	equity
	joint venture established under the laws of the PRC and a non-
	wholly owned subsidiary of the Company
“Company”	Overseas Chinese Town (Asia) Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability and the
	Shares of which are listed on the Stock Exchange
“connected person(s)”	has the meaning ascribed thereto under the Listing Rules
“controlling shareholder(s)”	has the meaning ascribed thereto under the Listing Rules
“Director(s)”	director(s) of the Company
“Earnest Money”	an earnest money in the amount of RMB100,000,000 paid by
	Chengdu Chuang Ying to SWUEE at the Tender
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Third	independent third parties of and not connected with the Company
Party(ies)”	and its connected persons
“Land Parcels”	parcels of land located in Chengdu, the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the	Stock
	Exchange

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“Maximum Consideration”	being the maximum amount for the Possible Transfer
“Vendor”	a limited company established in the PRC which holds the entire
	equity interest of the Target Company as at the date of this
	announcement
“Pacific Climax”	Pacific Climax Limited, a company incorporated in the British
	Virgin Islands with limited liability, who is a controlling
	shareholder of the Company
“Possible Transfer”	the possible acquisition and subscription of the Target Interests by
	the Company through the Tender if Chengdu Chuang Ying’s
	bidding is successful at the Tender
“PRC”	thePeople’sRepublicofChina (forthepurposeofthis
	announcement,excludingHongKong,theMacauSpecial
	Administrative Region of the PRC and Taiwan)
“Sale Equity Interests”	15% equity interest held in the Target Company by the Vendor
“Share(s)”	share(s) of HK$0.1 each in the share capital of the Company
“Shareholder(s)”	shareholder(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscription Equity	capital injection of a minimum of RMB651,300,000 into the Target
Interests”	Company, of which RMB30,000,000 will become the registered
	capital of the Target Company and the remainder will go to the
	capital reserves of the Target Company
“SWUEE”	西南聯合產權交易所(Southwest United Equity Exchange*)
“Target Company”	a company established in the PRC with limited liability
“Target Interests”	the Sale Equity Interests and the Subscription Equity Interests
“Tender”	the public tender selection of sale and subscription of the Target
	Interests held by SWUEE
“Tender Document”	tender document in respect of the Tender released by SWUEE

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Renminbi, the lawful currency of the PRC

“RMB”

“%” per cent.

For the purpose of this announcement, unless otherwise indicated, the conversion of RMB into HK$ is based on the exchange rate of RMB1.00 = HK$1.21. Such rate is for the purpose of illustration only and does not constitute a representation that any amount in question in RMB or HK$ has been or could have been or may be converted at such or another rate or at all.

By order of the Board Overseas Chinese Town (Asia) Holdings Limited Wang Xiaowen Chairman

Hong Kong, 3 December 2015

As at the date of this announcement, the Board of the Company comprises seven Directors, namely: Ms. Wang Xiaowen, Ms. Xie Mei and Mr. Lin Kaihua as executive Directors; Mr. Zhou Ping as nonexecutive Director; Mr. Lu Gong, Ms. Wong Wai Ling, and Professor Lam Sing Kwong Simon as independent non-executive Directors.

• For identification purpose only

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