RemeGen Co., Ltd. — Capital/Financing Update 2016

Dec 28, 2016

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 INVESTMENT IN A FUND

THE INVESTMENT

The Board is pleased to announce that, on 28 December 2016, City Legend, an indirectly whollyowned subsidiary of the Company, has applied for investing in 500,000 Fund Units in the total amount of US$50,000,000 in the NCI Fund.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the transactions as contemplated under the Investment exceed(s) 5% but less than 25%, the transactions contemplated under the Investment constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

The Board is pleased to announce that, on 28 December 2016, City Legend, an indirectly whollyowned subsidiary of the Company, has applied for investing in the NCI Fund. Principal terms of the Investment are set out as follows:

THE INVESTMENT

Date

28 December 2016

Parties

• (1) Investor : City Legend, an indirect wholly-owned subsidiary

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(2) Fund:

: NCI Fund

To the best information, knowledge and belief of the Directors, after having made all reasonable enquiries, each of NCI Fund, the Fund Manager, the other Investor(s) of NCI Fund and their respective ultimate beneficial owner(s) are Independent Third Parties.

Investment Amount

US$50,000,000 divided into 500,000 Fund Units of US$100 each.

INFORMATION OF NCI FUND

Fund : A segregated Portfolio of New China Innovation Fund SPC, an exempted segregated portfolio company incorporated in the Cayman Islands Place of registration : Cayman Islands Total Investment Amount : US$120,000,000 Class : Only one class of Fund units are being offered in the subject placing Offer price : US$100 per Fund Unit Fund Manager : New China Capital International Management Limited Investment Objective : The investment objective of NCI Fund is to invest in equity securities in a high technology company (the “ Target Company ”) whose operation is based in the PRC and proposes to make initial public offering of its securities (the “ IPO ”). Term : 5 years from the closing date of the investment application period (i.e. to be expired on 27 December 2021), subject to an extension of up to one additional two year period Realisation : Prior to the IPO, the Investor shall have the right to request for full or partial realisation of its Fund Units by selling all or part its Fund Units or the shares in the Target Company to any potential buyers at price agreed by both parties.

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After the IPO, the Investor shall have the right to request for realization of its Fund Units by selling all or part of the Target Company’s shares it holds indirectly through NCI Fund in the public market, or to request to exchange all or part of the its Fund Units with the Target Company’s shares to the effect that such Investor thus holds the Target Company’s shares directly, provided always that the shareholding percentage in the Target Company so sold and/ or so exchanged by such Investor shall not exceed the total shareholding percentage in the Target Company indirectly held by such investor through NCI Fund.

All reasonable costs and expenses relating to such realisation shall be borne by such Investor.

• Rights of Investor

• Distribution Policy

• Preferred Return

• Performance Fee

• : All major issues, including but not limited to distribution of dividends, liquidation, change of investment strategy, change of investment objective, any related-party transactions and any decision that NCI Fund is entitled to make with respect to its voting rights in any entity it directly or indirectly holds, shall be decided by approval from all Investors of NCI Fund.

• : Upon the request by the Investor, the directors of NCI Fund shall make distribution to the Investor as soon as practicable.

• : an amount equal to interest at an annual rate of 10% (compounded annually) on the daily amount on the subscription amount and the expenses contribution of the exiting Investor, computed from the date of any contribution or payment made by such exiting Investor until the date on which distributions as set out in clause (1) under the subsection "Performance Fee" below are made to such exiting Investor.

• : A performance fee shall be paid by the Investor to the Fund Manager immediately when it exits, which shall be paid in the following order of priority (after deducting the relevant general expenses and taxes applicable to NCI Fund to be bore by the Investor in proportion to its contribution):

• (1) First, to the exiting Investor until it has been repaid with its subscription amount and its expenses contribution;

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• (2) Second, to such exiting Investor until it has been paid an amount equal to its Preferred Return; and

• (3) Third, 90% to such exiting Investor, and 10% to the Fund Manager.

Source of investment

The Group intends to satisfy the investment of US$50,000,000 to be made by City Legend by its internal resources.

REASONS FOR AND BENEFIT OF THE INVESTMENT

NCI Fund will invest in a well-known high technology company leading in the industry, and the investment target is in its rapid development stage which has a relatively strong development potentials. Therefore, the Company is of the opinion that the investment in the NCI Fund will bring further strategic investment opportunities to the Group.

The Directors are of the view that the terms of the Investment are on normal commercial terms, fair and reasonable and the Investment is in the interest of the Company and the Shareholders as a whole.

INFORMATION OF THE GROUP

The principal business activity of the Company is investment holding. The Group is principally engaged in the comprehensive development business and the manufacture and sale of cartons and paper products.

City Legend is a company incorporated in the PRC and an indirectly wholly-owned subsidiary of the Company. It principally engages in investment holding.

INFORMATION OF THE FUND MANAGER

The Fund Manager is a company incorporated in the Cayman Islands. It principally engages in private equity investment in large-size state-owned enterprises and new strategic businesses.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the transactions as contemplated under the Investment exceed(s) 5% but less than 25%, the transactions contemplated under the Investment constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

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DEFINITIONS

In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

“Board”	the board of Directors of the Company;
“City Legend”	Shenzhen City Legend Co., Ltd.* (華昌國際有限公司), an
	indirectly wholly-owned subsidiary of the Company;
“Company”	Overseas Chinese Town (Asia) Holdings Limited, an exempted
	company incorporated in the Cayman Islands with limited liability,
	the shares of which are listed on the main board of the Stock
	Exchange (stock code: 03366);
“Director(s)”	the director(s) of the Company;
“Fund Manager”	New China Capital International Management Limited, a company
	incorporated in the Cayman Islands;
“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	parties independent of and not connected with the Company and its
Party(ies)”	connected persons;
“Investment”	the investment of 500,000 Fund Units in the NCI Fund by City
	Legend;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“NCI Fund”	a segregated Portfolio of New China Innovation Fund SPC, an
	exempted segregated portfolio company incorporated in the
	Cayman Islands;
“percentage ratio(s)”	has the meaning ascribed to in the Listing Rules;
“PRC”	the People’s Republic of China excluding Hong Kong, the Macau
	Special Administrative Region of the PRC and Taiwan for the
	purposes of this announcement;

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“Share(s)” Share(s) of the Company;

“Shareholders” holders of the Share(s); “Stock Exchange” The Stock Exchange of Hong Kong Limited; “US$” US dollar, the lawful currency of the United States of America; and “%” per cent.

In this announcement, if there is any inconsistency between the Chinese names of the entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail. The English translation of names or any descriptions in Chinese which are marked with “*” is for identification purpose only.

By order of the Board of Overseas Chinese Town (Asia) Holdings Limited Yao Jun Chairman

Hong Kong, 28 December 2016

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

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