RemeGen Co., Ltd. — Capital/Financing Update 2017

Sep 20, 2017

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）控股有公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

DISCLOSEABLE TRANSACTION DISPOSAL OF 100% EQUITY INTEREST IN A SUBSIDIARY

THE DISPOSAL

References are made to the announcements of the Company dated 7 July 2017 and 4 August 2017, respectively, in relation to the potential disposal of 100% equity interest in Shanghai Huali, an indirectly wholly owned subsidiary of the Company, through a public tender process conducted on the SUAEEx.

The Board is pleased to announce that on 20 September 2017, Barwin Development, the sole shareholder of Shanghai Huali and a wholly-owned subsidiary of the Company, entered into the Equity Transfer Agreement with Huiyang Industry, the purchaser identified through the public tender process. Pursuant to the Equity Transfer Agreement, Barwin Development agreed to transfer 100% equity interest in Shanghai Huali to Huiyang Industry at a consideration of RMB164,673,100.

Upon completion of the Disposal, Shanghai Huali will cease to be a subsidiary of the Company, and thus its financial statements will not be consolidated into the Group.

LISTING RULES IMPLICATIONS

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

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THE DISPOSAL

References are made to the announcements of the Company dated 7 July 2017 and 4 August 2017, respectively, in relation to the potential disposal of 100% equity interest in Shanghai Huali, an indirectly wholly owned subsidiary of the Company, through a public tender process conducted on the SUAEEx.

The Board is pleased to announce that on 20 September 2017, Barwin Development, the sole shareholder of Shanghai Huali and a wholly-owned subsidiary of the Company, entered into the Equity Transfer Agreement with Huiyang Industry, the purchaser identified through the public tender process. The principal terms of the Equity Transfer Agreement are as follows:

Date:

20 September 2017

Parties: Barwin Development (as vendor); and Huiyang Industry (as purchaser)

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Huiyang Industry and its ultimate beneficial owner(s) are parties independent from the Company and its connected persons.

Subject Matter

Pursuant to the Equity Transfer Agreement, Barwin Development agreed to transfer 100% equity interest in Shanghai Huali to Huiyang Industry.

Consideration

The total consideration of the Disposal is RMB164,673,100.

Prior to the signing of the Equity Transfer Agreement, Huiyang Industry has paid a guarantee deposit of RMB49,400,000 to SUAEEx. Upon signing of the Equity Transfer Agreement, Huiyang Industry shall pay RMB115,273,100 within 5 business day to the bank account designated by SUAEEx, and SUAEEx shall transfer such amount together with said guarantee deposit of RMB49,400,000 (i.e. RMB164,673,100 in total) to Barwin Development as consideration of the Disposal after it has issued of the equity transaction certificate of the Disposal.

Basis of Consideration

The consideration was the base bidding price in the public tender of the 100% equity interest Shanghai Huali conducted on SUAEEx, which is determined with reference to, among others, the valuation of 100% equity interest in Shanghai Huali as at 31 December 2016 prepared by an independent valuer in the amount of RMB164,247,600.

Completion

Pursuant to the Equity Transfer Agreement, the parties shall cooperate and complete the handover matter in relation to the transfer of the 100% equity interest in Shanghai Huali within 30 business days from the effective date of the Equity Transfer Agreement.

Upon completion of the Disposal, Shanghai Huali will cease to be a subsidiary of the Company, and thus its financial statements will not be consolidated into the Group.

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INFORMATION OF SHANGHAI HUALI

Shanghai Huali is a limited liability company incorporated in the PRC with a registered capital of RMB125,000,000. As at the date of this announcement, it is indirectly wholly-owned subsidiary of the Company which principally engages in manufacture and sale of paper boxes and products.

The audited financial information of Shanghai Huali for the two financial years ended 31 December 2016:

	For the year	ended
	31 December
	2016	2015
	(RMB)	(RMB)
Profit before tax	870,260	2,204,874
Profit after tax	572,733	1,718,194

The audited net asset value of Shanghai Huali as at 31 December 2016 was RMB142,539,170.

FINANCIAL IMPACT AND USE OF PROCEED

It is anticipated that upon completion of the Disposal, the Group would realize a net gain of approximately RMB22,130,000, which represents the difference between the consideration of the Disposal and the net asset value of Shanghai Huali as at 31 December 2016. The Directors currently intend to apply the net proceeds from the Disposal (after deducting relevant costs and expenses in connection with the Disposal) for general working capital purpose.

INFORMATION OF THE GROUP, BARWIN DEVELOPMENT AND HUIYANG INDUSTRY

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.

Barwin Development is a company incorporated in Hong Kong and a wholly-owned subsidiary of the Company. It principally engages in investment holding.

Huiyang Industry is a company incorporated in the PRC which principally engages in the processing and manufacturing of plastic products and plastic foam packaging materials.

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REASONS FOR AND BENEFITS OF THE DISPOSAL

As disclosed in the Company’s announcement dated 7 July 2017, the Disposal is carried out in line with the Company’s transformation strategy of its paper packaging business. The Board is of the view that the Disposal conforms to the aforesaid strategy and is in the interest of the Company and its Shareholders.

In light of the above, the Directors consider that the transaction contemplated under the Equity Transfer Agreement have been made on normal commercial terms, and the terms are fair and reasonable and that the Disposal Agreement and transaction contemplated thereunder are in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the transaction as contemplated under the Equity Transfer Agreement exceed(s) 5% but less than 25%, the transaction contemplated under the Equity Transfer 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:

“Barwin Development”	Barwin Development Company Limited, a company incorporated
	in Hong Kong and a wholly-owned subsidiary of the Company;
“Board”	the board of Directors 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);
“connected person”	has the meaning ascribed to in the Listing Rules;
“Director(s)”	the director(s) of the Company;
“Disposal”	the disposal of 100% equity interest in Shanghai Huali by Barwin
	Development to Huiyang Industry pursuant to the Equity Transfer
	Agreement;
“Equity Transfer Agreement”	the equity transfer agreement dated 20 September 2017 entered
	into between Barwin Development and Huiyang Industry in
	relation to the Disposal;
“Group”	the Company and its subsidiaries;

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“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;
“Huiyang Industry”	Shanghai Huiyang Industry Co., Ltd.* (上海滙陽實業有限公司),
	a company incorporated in the PRC;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“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;
“Shanghai Huali”	Shanghai Huali Packaging Co., Ltd.* (上海華勵包裝有限公司), a
	company incorporated in the PRC and an indirect wholly-owned
	subsidiary of the Company as at the date of this announcement;
“Share(s)”	Share(s) of the Company;
“Shareholders”	holders of the Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“SUAEEx”	the Shanghai United Assets and Equity Exchange; 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 He Haibin Chairman

Hong Kong, 20 September 2017

As at the date of this announcement, the Board of the Company comprises seven Directors, namely: Mr. He Haibin, Ms. Xie Mei and Mr. Lin Kaihua as executive Directors; Mr. Zhang Jing 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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