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

Mar 17, 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）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

VOLUNTARY ANNOUNCEMENT ESTABLISHMENT OF LIMITED PARTNERSHIP

THE LP AGREEMENT

The Board is pleased to announce that, on 17 March 2017 (after trading hours) , Huayou Investment, an indirect 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 RMB400 million.

Upon establishment of the Limited Partnership, the Company shall contribute RMB30,000,000 and own as to 7.5% in the interest in the Limited Partnership. The financial results of the Limited Partnership will not be consolidated into the accounts of the Group.

LISTING RULES IMPLICATIONS

Pursuant to the Listing Rules, the establishment of the Limited Partnership contemplated under the LP Agreement is exempt from the requirements of Chapter 14 of the Listing Rules as all applicable percentage ratios under Rule 14.07 are below 5%.

INTRODUCTION

This announcement is made by the Company on a voluntary basis.

The Board is pleased to announce that, on 17 March 2017 (after trading hours) , Huayou Investment, an indirect wholly-owned subsidiary of the Company, entered into the LP Agreement. The principal terms of the LP Agreement are set out as follows:

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THE LP AGREEMENT

Date

17 March 2017

Parties

General Partners

• (1) Shanghai Rongzheng Libao; and

• (2) Shanghai Rongzheng Investment.

Limited Partners

• (3) Suzhou Libao Wenhua;

• (4) Suzhou Libao Hengtong;

• (5) Changzhou Gaozheng Jiuyi;

• (6) Shanghai Libao Minxin;

• (7) Ningbo Geshang Furui;

• (8) Shanghai Ronggu Venture Capital;

• (9) Mr. Jiang;

• (10) Ms. Wang;

• (11) Mr. Liu;

• (12) Shanghai Libao Huajing;

• (13) Shanghai Qufeng International;

• (14) Mr. Chen;

• (15) Shanghai Huiwen Juye;

• (16) Chengdu Borui;

• (17) Suzhou Libao Zhengxin;

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• (18) Huayou Investment;

• (19) Suzhou Libao Wenyuan; and

• (20) Suzhou Libao Wenxiang.

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 RMB400 million at the time of its establishment, among which should be contributed by the partners in cash on the date as specified in the payment notice to be issued by the general partners as follows:

Partners (1) Shanghai Rongzheng Libao (2) Shanghai Rongzheng Investment (3) Suzhou Libao Wenhua (4) Suzhou Libao Hengtong (5) Changzhou Gaozheng Jiuyi (6) Shanghai Libao Minxin (7) Ningbo Geshang Furui (8) Shanghai Ronggu Venture Capital (9) Mr. Jiang (10) Ms. Wang (11) Mr. Liu (12) Shanghai Libao Huajing (13) Shanghai Qufeng International (14) Mr. Chen (15) Shanghai Huiwen Juye (16) Chengdu Borui (17) Suzhou Libao Zhengxin (18) Huayou Investment (19) Suzhou Libao Wenyuan (20) Suzhou Libao Wenxiang Total	Contribution in the Limited Partnership (RMB) 4,000,000 4,000,000 62,000,000 10,000,000 60,000,000 40,000,000 10,000,000 20,000,000 20,000,000 10,000,000 10,000,000 10,000,000 10,000,000 10,000,000 50,000,000 10,000,000 10,000,000 30,000,000 10,000,000 10,000,000 400,000,000	Percentage of contribution in the Limited Partnership (approx. %) 1.00% 1.00% 15.50% 2.50% 15.00% 10.00% 2.50% 5.00% 5.00% 2.50% 2.50% 2.50% 2.50% 2.50% 12.5% 2.50% 2.50% 7.50% 2.50% 2.50%
		100%

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Upon establishment of the Limited Partnership, the Company will own as to approximately 7.5% in the interest in the Limited Partnership and the general partners have the discretion to increase the investment amount of the Limited Partnership up to RMB500 million in total. The financial results of the Limited Partnership will not be consolidated into the accounts of the Group.

Source of contribution

The Group intends to satisfy the contribution of RMB 30,000,000 to be made by Huayou Investment by its internal resources.

Term of the Limited Partnership

The term of the Limited Partnership is 5 years.

The partners may determine to extend the term of the Limited Partnership twice based on the operation needs of the Limited Partnership. The term of the Limited Partnership may be extended by one year upon the passing of an ordinary resolution in the partners’ and may be further extended by another year subject to the approval of a two-thirds majority in the partners’ meeting.

The maximum term of the Limited Partnership should not be more than 7 years.

Voting Rights

The Limited Partnership will set up the Investment Decision-making Committee which is responsible for making decisions in relation to the investment.

The Investment Decision-making Committee shall comprise 5 members, among which 3 members shall be appointed by the general partners and the remaining 2 members shall be nominated by the limited partners and approved upon the passing of an ordinary resolution in the meeting of the Limited Partnership. Except for 1 member who has 3 votes in the Investment Committee, each of the other 4 members has only 1 vote. At least 5 votes is required for passing of any investment decision made by the Investment Decision-making Committee.

Purpose of the Limited Partnership

The purpose of the Limited Partnership is mainly to engage in equity investment in cultural and creative industries in order to obtain long-term return for all partners.

The Limited Partnership invests principally in culture industry, including but not limited to segments of video and media, sports and entertainment, leisure and tourism as well as online education segment, and segments of upgrading and reconstruction of such industries through internet and mobile internet.

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Profit and loss sharing

Profit shall be distributed in proportion to the actual contribution to the Limited Partnership by each partner. Loss incurred by the Limited Partnership shall be borne by the partners in proportion to their respective capital contribution in the Limited Partnership.

Pre-emptive rights on interest transfers

Any transfer of interest in the Limited Partnership by limited partners is subject to approval by the general partners.

Should the general partners approved a proposed transfer, general partners shall have pre-emptive right to purchase the interests offered to be transferred on the same proposed terms in the first place. If the general partners refuse to exercise their pre-emptive rights, other limited partners will then 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

Having considered that the proposed investment areas of the Limited Partnership cover emerging industries with development potential, the Company is of the opinion that the proposed investment in the Limited Partnership will bring further strategic investment opportunities to the Group.

INFORMATION OF THE GROUP AND HUAYOU INVESTMENT

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 indirect 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

Shanghai Rongzheng Libao is a company incorporated in the PRC. It principally engages in investment management, investment consulting (excluding finance and security) , and asset management.

Shanghai Rongzheng Investment is a company incorporated in the PRC. It principally engages in investment consulting, corporate image design, business information consulting, and sales of construction and decoration materials, metal materials, hardware and electrical equipment and general merchandise.

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Suzhou Libao Wenhua is a limited partnership established in the PRC. It principally engages in industrial investment, cultural and creative industries investment, real estate investment, venture capital investment, investment consulting, management consulting, economics information consulting, and business information consulting.

Suzhou Libao Hengtong is a limited partnership established in the PRC. It principally engages in cultural and creative industries investment, real estate investment, venture capital investment, investment management, asset management, investment consulting, management consulting, economics information consulting, and business information consulting.

Changzhou Gaozheng Jiuyi is a limited partnership established in the PRC. It principally engages in capital investment, venture capital investment consulting, providing service of venture management for venture enterprise, and participating in establishment of venture capital enterprise and consulting company of venture capital investment and management.

Shanghai Libao Minxin is a limited partnership established in the PRC. It principally engages in industrial investment, investment management, asset management, investment consulting, management consulting, economics information consulting, and business information consulting.

Ningbo Geshang Furui is a limited partnership established in the PRC. It principally engages in venture capital investment and related consulting services, and venture capital investment management.

Shanghai Ronggu Venture Capital is a company incorporated in the PRC. It principally engages in investment management, investment consulting (excluding broker) , and venture capital investment.

Mr. Jiang is a PRC resident.

Ms. Wang is a PRC resident.

Mr. Liu is a PRC resident.

Shanghai Libao Huajing is a limited partnership established in the PRC. It principally engages in industrial investment, venture capital investment, investment management of industrial investment, investment management, asset management, investment consulting, management consulting, and business information consulting.

Shanghai Qufeng International is a company incorporated in the PRC. It principally engages in international trade, re-export trade, trading with different enterprises and trade agent in the free trade zone, trading with enterprises in non-free trade zone through domestic enterprise agency with import and export authorisation, simple commercial processing in the free trade zone, sales of construction material and metals materials, and business information consulting (excluding broker) .

Mr. Chen is a PRC resident.

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Shanghai Huiwen Juye is a limited partnership established in the PRC. It principally engages in investment management, industrial investment, venture capital investment, investment consulting (excluding finance and security) , management consulting, business consulting, conference services, and financial consulting (shall not engage in bookkeeping) .

Chengdu Borui is a company incorporated in the PRC. It principally engages in information and communication services (excluding projects restricted by the state) , newspapers and periodicals delivery services, development of hi-tech products, domestic trade (excluding projects restricted and prohibited by the state) , E-commerce, printing of publications, sales of paper and printing apparatus, printing and platemaking design, technology services, advertising production.

Suzhou Libao Zhengxin is a limited partnership established in the PRC. It principally engages in industrial investment, cultural and creative industries investment, real estate investment, venture capital investment, investment consulting, management consulting, economics information consulting, and business information consulting.

Suzhou Libao Wenyuan is a limited partnership established in the PRC. It principally engages in industrial investment, cultural and creative industries investment, real estate investment, venture capital investment, investment consulting, management consulting, economics information consulting, and business information consulting.

Suzhou Libao Wenxiang is a limited partnership established in the PRC. It principally engages in industrial investment, cultural and creative industries investment, real estate investment, venture capital investment, investment consulting, management consulting, economics information consulting, and business information consulting.

LISTING RULES IMPLICATIONS

Pursuant to the Listing Rules, the establishment of the Limited Partnership contemplated under the LP Agreement is exempt from the requirements of Chapter 14 of the Listing Rules as all applicable percentage ratios under Rule 14.07 are below 5%.

DEFINITIONS

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

“Board” the board of Directors; “Changzhou Gaozheng Jiuyi” Changzhou Gaozheng Jiuyi Venture Investment Centre (LLP) * (常 州高正久益創業投資中心（有限合夥）) , a limited partnership established in the PRC;

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“Chengdu Borui”	Chengdu Borui Communication Co., Ltd.* (成都博瑞傳播股份有
	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;
“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 indirect wholly-owned subsidiary of the Company;
“Independent Third	parties independent of and not connected with the Company and its
Party (ies) ”	connected persons;
“Limited Partnership”	Shanghai Libao Huachen Investment Centre (LLP) * (上海利保華
	辰投資中心（有限合夥）) , a limited partnership to be established
	pursuant to the LP Agreement;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“LP Agreement”	the limited partnership agreement entered into among Huayou
	Investment and the Other Partners on 17 March 2017;
“Ningbo Geshang Furui”	Ningbo Geshang Furui Venture Investment Centre (LLP) * (寧波
	格上富瑞創業投資中心（有限合夥）) , a limited partnership
	established in the PRC;
“Other Partners”	Shanghai Rongzheng Libao, Shanghai Rongzheng Investment,
	Suzhou Libao Wenhua, Suzhou Libao Hengtong, Changzhou
	Gaozheng Jiuyi, Shanghai Libao Minxin, Ningbo Geshang Furui,
	Shanghai Ronggu Venture Capital, Mr. Jiang, Ms. Wang, Mr. Liu,
	Shanghai Libao Huajing, Shanghai Qufeng International, Mr. Chen,
	Shanghai Huiwen Juye, Chengdu Borui, Suzhou Libao Zhengxin,
	Suzhou Libao Wenyuan and Suzhou Libao Wenxiang;

“Mr. Chen” Chen Ming* (陳明) , resident of the PRC;

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“Mr. Jiang”	Jiang Jinfang* (江金芳) , resident of the PRC;
“Mr. Liu”	Liu Xiaofang* (劉嘯放) , resident of the PRC;
“Ms. Wang”	Wang Yidi* (王一荻) , resident of the PRC;
“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 Huiwen Juye”	Shanghai Huiwen Juye Investment Partnership (LLP) * (上海匯聞
	聚業投資合夥企業（有限合夥）) , a limited partnership established
	in the PRC;
“Shanghai Libao Huajing”	Shanghai Libao Huajing Investment Centre (LLP) * (上海利保華
	菁投資中心（有限合夥）) , a limited partnership established in the
	PRC;
“Shanghai Libao Minxin”	Shanghai Libao Minxin Investment Centre (LLP) * (上海利保敏新
	投資中心（有限合夥）) , a limited partnership established in the
	PRC;
“Shanghai Qufeng	Shanghai Qufeng International Trading Co., Ltd.* (上海渠豐國際
International”	貿易有限公司) , a limited liability company incorporated in the
	PRC;
“Shanghai Ronggu Venture	Shanghai Ronggu Venture Capital Co., Ltd.* (上海榮顧創業投資
Capital”	有限公司) , a limited liability company incorporated in the PRC;
“Shanghai Rongzheng	Shanghai Rongzheng Investment Advisory Co., Ltd.* (上海榮正投
Investment”	資諮詢有限公司) , a limited liability company incorporated in the
	PRC;
“Shanghai Rongzheng Libao”	Shanghai Rongzheng Libao Investment Management Co., Ltd.* (上
	海榮正利保投資管理有限公司) , a limited liability company
	incorporated in the PRC;
“Share (s) ”	the share (s) of HK$0.1 each of the Company;
“Shareholders”	holders of the Share (s) ;

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited;

• “Suzhou Libao Hengtong” Suzhou Industrial Park Libao Hengtong Investment Centre (LLP) * ( 蘇州工業園區利保恒通投資中心（有限合夥）) , a limited partnership established in the PRC;

• “Suzhou Libao Wenxiang” Suzhou Industrial Park Libao Hengtong Investment Centre (LLP) * ( 蘇州工業園區利保文祥投資中心（有限合夥）) , a limited partnership established in the PRC;

• “Suzhou Libao Wenyuan” Suzhou Industrial Park Libao Wenyuan Investment Centre (LLP) * ( 蘇州工業園區利保文源投資中心（有限合夥）) , a limited partnership established in the PRC;

• “Suzhou Libao Wenhua” Suzhou Libao Wenhua Investment Centre (LLP) * (蘇州利保文華 投資中心（有限合夥）) , a limited partnership established in the PRC;

• “Suzhou Libao Zhengxin” Suzhou Libao Zhengxin Investment Centre (LLP) * (蘇州利保正新 投資中心（有限合夥）) , a limited partnership established in the PRC; 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, 17 March 2017

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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