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

Dec 19, 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 ESTABLISHMENT OF LIMITED PARTNERSHIP

THE LP AGREEMENT

The Board is pleased to announce that, on 19 December 2016 (after trading hours), Huayou Investment, an indirectly wholly-owned subsidiary of the Company, entered into the LP Agreement with the Other Partners. Pursuant to the LP Agreement, the partners thereto shall contribute capital and establish the Limited Partnership with an aggregate capital of RMB206 million.

Upon establishment of the Limited Partnership, the Company shall contribute RMB100,000,000 and own as to approximately 48.54% in the interest in the Limited Partnership. The financial results of the Limited Partnership will not be consolidated into the Group.

LISTING RULES IMPLICATIONS

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

The Board is pleased to announce that, on 19 December 2016 (after trading hours), Huayou Investment, an indirectly wholly-owned subsidiary of the Company, entered into the LP Agreement. Principal terms of the LP Agreement are set out as follows:

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THE LP AGREEMENT

Date

19 December 2016

Parties

General and Executive Partner

• (1) Capital Fortune Investment;

General Partner

• (2) Jiahe Investment;

Limited Partners

• (3) Huayou Investment, an indirect wholly-owned subsidiary; and

• (4) M&A Investment Fund.

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

Capital Contribution

The total investment amount of the Limited Partnership is RMB206 million, which should be contributed by the partners in cash on the date as specified in the payment notice to be issued by the executive and general partner as follows:

Partners (1) Capital Fortune Investment (2) Jiahe Investment (3) Huayou Investment (4) M&A Investment Fund Total	Contribution in the Limited Partnership (RMB) 2,000,000 4,000,000 100,000,000 100,000,000 206,000,000	Percentage of contribution in the Limited Partnership (approx. %) 0.97% 1.94% 48.54% 48.54%
		100%

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Upon establishment of the Limited Partnership, the Company will own as to approximately 48.54% in the interest in the Limited Partnership and the financial results of the Limited Partnership will not be consolidated into the Group.

Source of contribution

The Group intends to satisfy the contribution of RMB100,000,000 to be made by Huayou Investment by its internal resources.

Term of the Limited Partnership

The Limited Partnership shall commence from the granting date of its business license, and expire on the 10th anniversary of the date when all partners to the LP Agreement have fully paid their capital contribution.

The general and executive partner may base on the operation needs of the Limited Partnership and determine to extend the term of the Limited Partnership by one year. Such discretion for extending the term of the Limited Partnership may be exercised by the general and executive partner twice.

Voting Rights

The Limited Partnership will set up the Investment Committee which is responsible for making decisions in relation to the investment, management or withdrawal of investment projects, and the use of idle funds of the Limited Partnership in other investment activities.

The Investment Committee shall comprise of 5 members appointed by the general and executive partner. Each member of the Investment Committee has one vote and at least 4 votes is required for the passing of any decision made by the Investment Committee.

Apart from the investment decisions which are required to be determined by the Investment Committee, other general matters of the Limited Partnership shall be resolved by the partners’ meeting. The percentage of voting rights exercisable by each partner is determined by the percentage of their respective contribution in the Limited Partnership.

Purpose and business scope of the Limited Partnership

The purpose of the Limited Partnership is to engage in equity investment in a PRC securities firm in order to maximize the interests of all partners.

The business scope of the Limited Partnership covers entrusted asset management; equity investment, investment consultation; and financial consultation services (except for those forbidden by applicable laws, administrative regulations and the State Council of the PRC, and those which require obtaining of relevant license).

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Profit and loss sharing

Any profit of the Limited Partnership shall be shared among the partners as follows:

• (i) if the annual average investment turnover rate of the Limited Partnership is lower than 8%, the profit shall be shared among the partners in proportion to their actual contribution to the Limited Partnership;

• (ii) if the annual average investment turnover rate of the Limited Partnership is higher than or equal to 8% but lower than 10%, the profit shall be shared among the partners in proportion to their actual contribution to the Limited Partnership until each partner has received the amount equivalent to its actual contribution in the Limited Partnership and the amount receivable by such partner calculated at the annual average investment turnover rate of 8%, any remaining profit shall be distributed equally among the general executive partner and the general partner;

• (iii) if the annual average investment turnover rate of the Limited Partnership is higher than or equal to 10%, the profit shall be shared among the partners as follows:

• (a) Firstly, the profit shall be distributed in proportion to the actual contribution to the Limited Partnership by each partner until all of them have received the amount equivalent to their respective actual contribution in the Limited Partnership;

• (b) Secondly, the profit shall be distributed until each partner has received the amount receivable by such partner calculated at the annual average investment turnover rate of 8%;

• (c) Lastly, the remaining profit shall be distributed among each partner according to the following formula:

Actual contribution proportion of such partner x (distributable profit – actual contribution of Limited Partnership) x 90% – the profit already received by such partner under (a) and (b) above.

Any remaining profit shall be distributed equally among the general executive partner and the general partner.

Any loss incurred by the Limited Partnership shall be bore by the partners in proportion to their respectively contribution in the Limited Partnership. The liability of each limited partners is capped by their respective contribution in the Limited Partnership while the liability of each general partners is unlimited.

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Pre-emptive rights on interest transfers

Transfer of interest in the Limited Partnership by limited partner is subject to approval by the general executive partner. Should the general executive partner approved a proposed transfer, all other limited partners shall have pre-emptive right to purchase the interests offered to be transferred on the same proposed terms.

REASONS FOR AND BENEFIT OF ENTERING INTO THE LP AGREEMENT

The Limited Partnership will mainly engage in investment in a PRC securities firm. Currently, the overall valuation of the securities industry is at historically low level, and the said securities firm is in its rapid development stage which has a relatively stronger investment value. Besides, since Capital Fortune Investment has rich experience and resources in investment area; the Company is of the opinion that the investment in the Limited Partnership will bring further strategic investment opportunities to the Group and provide an effective platform for the Group to explore the securities industry.

The Directors are of the view that the terms of the LP Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and the Transfer 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.

Huayou Investment is a company incorporated in the PRC and an indirectly wholly-owned subsidiary of the Company. It principally engages in enterprise management consultation, investment in property projects, manufacture and sale of cardboard, carton boxes and other packaging boxes.

INFORMATION OF THE OTHER PARTNERS

Capital Fortune Investment is a company incorporated in the PRC. It principally engages in entrusted management of equity investment funds; entrusted asset management; equity investment and investment and financial advisory services.

Jiahe Investment is a limited partnership established in the PRC. It principally engages in investment and investment advisory services, management consultation and investment management.

M&A Investment Fund is a limited partnership incorporated in the PRC. It principally engages in entrusted management of equity investment funds; asset management and investment and financial advisory services.

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LISTING RULES IMPLICATIONS

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

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;
“Capital Fortune Investment”	Shenzhen Capital Fortune Investment Investment Management Co.,
	Ltd.* (深圳市遠致富海投資管理有限公司), a limited liability
	company incorporated in the PRC;
“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;
“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;
“Huayou Investment”	Shenzhen Huayou Investment Co., Ltd.* (深圳市華友投資有限公
	司), an indirectly wholly-owned subsidiary of the Company;
“Independent Third	parties independent of and not connected with the Company and its
Party(ies)”	connected persons;
“Jiahe Investment”	Shenzhen Jiahe Investment Management Enterprise (LLP)* (深圳佳
	合投資管理企業（有限合夥）), a limited partnership established in
	the PRC;
“Limited Partnership”	Shenzhen Capital Fortune Investment No.10 Investment Enterprise
	(LLP)*(深圳遠致富海十號投資企業（有限合夥）), a limited
	partnership to be established pursuant to the LP Agreement;

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“LP Agreement”	the limited partnership agreement entered into among Huayou
	Investment and the Other Partners on 19 December 2016;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“M&A Investment Fund”	Shenzhen Capital Fortune Investment Merger and Acquisition
	Investment Fund Enterprise (LLP)* (深圳遠致富海併購投資基金
	合夥企業（有限合夥）), a limited partnership established in the
	PRC;
“Other Partners”	Capital Fortune Investment, Jiahe Investment and M&A Investment
	Fund;
“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;
“RMB”	Renminbi, the lawful currency of the PRC;
“Share(s)”	Share(s) of the Company;
“Shareholders”	holders of the Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“%”	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, 19 December 2016

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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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