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

Mar 6, 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)

DISCLOSEABLE TRANSACTION CORNERSTONE INVESTMENT IN MINSHENG EDUCATION

THE CORNERSTONE INVESTMENT AGREEMENT

The Board is pleased to announce that on 6 March 2017 (after trading hours), City Legend, a wholly-owned subsidiary of the Company, entered into the Cornerstone Investment Agreement with Minsheng Education, Citigroup Global and Macquarie Capital, pursuant to which City Legend has agreed to subscribe for the Investor Shares of Minsheng Education at the Offer Price as part of the International Offering. The maximum Aggregate Subscription Price for the Investor Shares payable by City Legend under the Cornerstone Investment Agreement will not exceed approximately HK$509,725,257.

LISTING RULES IMPLICATIONS

As one or more of the relevant applicable percentage ratios calculated pursuant to the Listing Rules in respect of the Cornerstone Investment Agreement are more than 5% but less than 25%, the Cornerstone Investment Agreement and the transactions contemplated thereunder constitute a discloseable transaction of the Company for the purpose of the Listing Rules and are subject to the reporting and announcement requirements but is exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board is pleased to announce that on 6 March 2017 (after trading hours), City Legend, a whollyowned subsidiary of the Company, entered into the Cornerstone Investment Agreement with Minsheng Education, Citigroup Global and Macquarie Capital, pursuant to which City Legend has agreed to subscribe for the Investor Shares of Minsheng Education at the Offer Price as part of the

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International Offering. The Board estimates that the maximum Aggregate Subscription Price for the Investor Shares payable by City Legend under the Cornerstone Investment Agreement will not exceed approximately HK$509,725,257.

THE CORNERSTONE INVESTMENT AGREEMENT

The principal terms of the Cornerstone Investment Agreement are as follows:

Date: 6 March 2017 (after trading hours)

• Parties: (1) City Legend, as investor;

• (2) Minsheng Education, as issuer;

• (3) Citigroup Global, as a Underwriter’s Representative; and

• (4) Macquarie Capital, as a Underwriter’s Representative.

The Cornerstone Investment:

City Legend has agreed to subscribe for, and Minsheng Education has agreed to allot to City Legend, the Investor Shares at the Offer Price as part of the International Offering.

The number of the Investor Shares shall be 332,000,000 shares of Minsheng Education.

The Investor Shares shall, when issued and delivered, be fully paid and free from all options, liens, charges, mortgages, pledges, claims, equities, encumbrances and other third party rights and shall rank pari passu with the shares of Minsheng Education then in issue and to be listed on the Stock Exchange.

Minsheng Education is seeking a listing on the Main Board of the Stock Exchange by way of a Global Offering comprising (i) the Hong Kong Public Offering and (ii) the International Offering. The Cornerstone Investment shall be deemed as part of the International Offering.

Minsheng Education has applied to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, among other things, the Investor Shares.

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Consideration and payment:

The aggregate consideration payable by City Legend under the Cornerstone Investment Agreement comprises (i) the Offer Price multiplied by the number of the Investor Shares to be purchased by City Legend pursuant to the Cornerstone Investment Agreement; and (ii) the related brokerage, transaction levies and trading fees in respect of the Investor Shares. The Board estimates that the maximum Aggregate Subscription Price for the Investor Shares will not exceed approximately HK$509,725,257. The consideration will be settled in cash.

The Aggregate Subscription Price and the related brokerage, transaction levies and trading fees in respect of the Investor Shares are payable to the Underwriters’ Representatives at or before 8:00 a.m. Hong Kong time on the Listing Date in Hong Kong Dollar.

The Aggregate Subscription Price was agreed between the parties to the Cornerstone Investment Agreement after arm’s length negotiations based on the size of investment as offered by Minsheng Education and accepted by City Legend, the prospect of Minsheng Education and current market conditions.

The Aggregate Subscription Price of the Investor Shares payable by City Legend will be financed out of the Shareholders’ loans and/or bank loans of the Group.

Conditions precedent

The parties’ respective obligations under the Cornerstone Investment Agreement are conditional upon, among other things, the following conditions having been satisfied at or prior to the closing:

• (a) the underwriting agreements for the Hong Kong Public Offering and the International Offering having been entered into and having become effective and unconditional (in accordance with their respective original terms or as subsequently waived or varied by agreement of the parties thereto) by no later than the time and date as specified in such agreements;

• (b) neither of the aforesaid underwriting agreements having been terminated;

• (c) Minsheng Education and the Underwriters’ Representatives have reached consensus in relation to the Offer Price; and

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• (d) the Listing Committee of the Stock Exchange having granted the approval for the listing of, and permission to deal in, the shares of Minsheng Education (including the Investor Shares) and that such approval or permission having not been revoked prior to the commencement of dealings in the shares of Minsheng Education on the Stock Exchange.

If (i) any of the conditions set out above have not been fulfilled by the parties on or before 22 March 2017 (or such other date as may be agreed among City Legend, Minsheng Education and the Joint Global Coordinators); or (ii) the Global Offering is not completed as contemplated under the underwriting agreements, the obligation of City Legend to acquire, and the obligations of Minsheng Education and the Joint Global Coordinators to issue, place and/or allocate and deliver (as the case may be), the Investor Shares shall cease and any amount paid by City Legend under the Cornerstone Investor Agreement will be repaid to City Legend without interest, the Cornerstone Investment Agreement will terminate, and any liability or responsibility of Minsheng Education and the Joint Global Coordinators shall terminate, subject to the condition that the termination under this clause shall be without prejudice to any right or responsibility which has been accrued pursuant to the terms and conditions of the Cornerstone Investment Agreement at or before the termination.

Restrictions on Disposal

City Legend and its subsidiaries shall be subject to, among other restrictions, a lock up period of six months from and inclusive of the Listing Date in accordance with the terms of the Cornerstone Investment Agreement.

Closing

The Investor Shares will be acquired on the Listing Date contemporaneously with the closing of the International Offering or at such time and in such manner as shall be determined by the Joint Global Coordinators.

REASONS FOR AND BENEFITS OF ENTERING INTO THE CORNERSTONE INVESTMENT AGREEMENT

The Group is optimistic about the higher education market in the PRC and believes that Minsheng Education will have growth potential and prospects. The Board also considers that the Cornerstone Investment is expected to broaden the sources of profits of the Group.

Having considered the above, the Directors are of the view that the terms of the Cornerstone Investment Agreement are on normal commercial terms that are fair and reasonable, and the Cornerstone Investment is in the interests of the Company and the Shareholders as a whole.

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INFORMATION ON 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 wholly-owned subsidiary of the company, which is incorporated under the laws of Hong Kong with limited liability. It is principally engaged in investment holding.

INFORMATION ON MINSHENG EDUCATION

Minsheng Education is an exempted company incorporated in the Cayman Islands with limited liability. Its primary focus is to provide high-quality private formal higher education in the PRC dedicated to nurturing professional talents.

Based on the application proof information pack of Minsheng Education posted on the website of the Stock Exchange on 26 September 2016, the audited financial information of Minsheng Education for the two financial years ended 31 December 2014 and 2015 and the six months ended 30 June 2016 is approximately as below:

		For the year ended	For the year ended	For the six months
		31 December 2014	31 December 2015	ended 30 June 2016
		RMB	RMB	RMB
Profit	before taxation	222,266,000	246,679,000	150,436,000
Profit	after taxation	196,327,000	213,457,000	149,539,000

The audited net asset value of Minsheng Education as at 30 June 2016 was approximately RMB1,495,477,000.

INFORMATION ON CITIGROUP GLOBAL AND MACQUARIE CAPITAL

Citigroup Global is a licensed corporation holding a license under the SFO for type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 5 (advising on futures contracts), type 6 (advising on corporate finance) and type 7 (providing automated trading services) regulated activities under the SFO.

Macquarie Capital Limited is a licensed corporation holding a license under the SFO for type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 7 (providing automated trading services) regulated activities under the SFO.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Minsheng Education, Citigroup Global, Macquarie Capital and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons.

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LISTING RULES IMPLICATIONS

As one or more of the relevant applicable percentage ratios calculated pursuant to the Listing Rules in respect of the Cornerstone Investment Agreement are more than 5% but less than 25%, the Cornerstone Investment Agreement and the transactions contemplated thereunder constitute a discloseable transaction of the Company for the purpose of the Listing Rules and are subject to the reporting and announcement requirements but is exempt from the Shareholders’ approval requirement 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:

“Aggregate Subscription	the amount equal to the aggregate of (i) the Offer Price multiplied
Price”	by the number of Investor Shares to be purchased by City Legend
	pursuant to the Cornerstone Investment Agreement; and (ii) the
	related brokerage, transaction levies and trading fees in respect of
	the Investor Shares
“Board”	the board of Directors
“Citigroup Global”	Citigroup Global Markets Asia Limited, a licensed corporation
	holding a license under the SFO for type 1 (dealing in securities),
	type 2 (dealing in futures contracts), type 4 (advising on securities),
	type 5 (advising on futures contracts), type 6 (advising on corporate
	finance) and type 7 (providing automated trading services)
	regulated activities under the SFO
“City Legend”	City Legend International Limited (華昌國際有限公司), a company
	incorporated in Hong Kong with limited liability and is wholly-
	owned by 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
“connected person(s)”	has the same meaning ascribed to it under the Listing Rules
“Cornerstone Investment”	the subscription of the Investor Shares contemplated under the
	Cornerstone Investment Agreement

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“Cornerstone Investment	the cornerstone investment agreement dated 6 March 2017 entered
Agreement”	into among City Legend, Minsheng Education, Citigroup Global
	and Macquarie Capital
“Director(s)”	the director(s) of the Company
“Global Offering”	the global offering of the shares of Minsheng Education comprising
	the Hong Kong Public Offering and the International Offering
“Group”	the Company and its subsidiaries
“HK$” or “Hong Kong	Hong Kong dollar, the lawful currency of Hong Kong
Dollar”
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hong Kong Public Offering”	the offer for subscription of the shares of Minsheng Education by
	the public in Hong Kong
“International Offering”	a conditional placing of the shares of Minsheng Education outside
	the United States of America (including placing to professional and
	institutional investors in Hong Kong) in reliance on Regulation S
	under the Securities Act and to persons in the United States of
	America or to U.S. persons, in each case, who are both qualified
	institutional buyers (as defined in Rule 144A) and qualified
	purchasers (as defined in section L(a)(51) of the U.S. Investment
	Company Act and Rule 2a51-1 thereunder) in reliance on Rule
	144A under the United States Securities Act of 1933 or any other
	available exemption from registration under the United States
	Securities Act of 1933

• “Investor Shares” the shares of Minsheng Education to be purchased by City Legend pursuant to the Cornerstone Investment Agreement, which is 332,000,000 shares of Minsheng Education

• “Listing Date” the date on which the shares of Minsheng Education are first listed on the Stock Exchange

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Macquarie Capital” Macquarie Capital Limited, a licensed corporation holding a license under the SFO for type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 7 (providing automated trading services) regulated activities under the SFO

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“Minsheng Education”	Minsheng Education Group Company Limited (民生教育集團有限
	公司), an exempted company incorporated in the Cayman Islands
	with limited liability
“Offer Price”	the final Hong Kong Dollar price per share of Minsheng Education
	(exclusive of brokerage, transaction levies and trading fees) at
	which the shares of Minsheng Education are to be offered and sold
	pursuant to the Global Offering
“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
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	existing ordinary share(s) of HK$0.10 each in the issued share
	capital of the Company
“Shareholder(s)”	holder(s) of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Underwriters’	Macquarie Capital and Citigroup Global
Representatives” or “Joint
Global Coordinators”
“%”	per cent.

By order of the Board of

Overseas Chinese Town (Asia) Holdings Limited Yao Jun Chairman

Hong Kong, 6 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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