RemeGen Co., Ltd. — Capital/Financing Update 2018

Dec 27, 2018

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 DISPOSAL OF 100% EQUITY INTEREST IN A SUBSIDIARY THROUGH PUBLIC TENDER

The Equity Transfer Agreement

The Board is pleased to announce that on 27 December 2018 (after trading hours), Wantex Investment, an indirectly wholly-owned subsidiary of the Company, entered into the Equity Transfer Agreement with Quande Investment and Zhijie Investment, the successful bidders in the Public Tender. Pursuant to the Equity Transfer Agreement, Wantex Investment agreed to dispose of 100% equity interest in Zhongshan Huali to Quande Investment and Zhijie Investment at the total consideration of RMB150,289,000 among which Quande Investment shall purchase 66.4% and Zhijie Investment shall purchase 33.6%.

LISTING RULES IMPLICATIONS

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

Reference is made to the announcement of the Company dated 25 October 2018 and 23 November 2018 and in relation to the potential disposal of 100% equity interest in Zhongshan Huali, an indirect wholly-owned subsidiary of the Company, through the Public Tender.

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THE EQUITY TRANSFER AGREEMENT

The Board is pleased to announce that on 27 December 2018 (after trading hours), Wantex Investment, a wholly-owned subsidiary of the Company, entered into the Equity Transfer Agreement with Quande Investment and Zhijie Investment, the successful bidders in the Public Tender. The principal terms of the Equity Transfer Agreement are set out as follows:

Date: 27 December 2018 (after trading hours)

Parties: Wantex Investment (as vendor) Quande Investment (as purchaser); and

Zhijie Investment (as purchaser)

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Quande Investment and Zhijie Investment and their respective ultimate beneficial owners are third parties independent of the Group and its connected persons.

Subject Matter:

Pursuant to the Equity Transfer Agreement, Wantex Investment agreed to dispose of 66.4% and 33.6% equity interest in Zhongshan Huali to Quande Investment and Zhijie Investment, respectively.

Consideration and Payment Manner:

The total consideration of the disposal of 100% equity interest in Zhongshan Huali is RMB150,289,000, among which RMB99,791,896 shall be settled in cash by Quande Investment and RMB50,497,104 shall be settled in cash by Zhijie Investment.

The consideration shall be settled in the following manner:

• (i) Each of Quande Investment and Zhijie Investment shall pay their respective consideration to CBEX by an one-off bank transfer within 5 working days from the date of the Equity Transfer Agreement, and the deposit of RMB45,000,000 already paid by Quande Investment to CBEX for participation in the Public Tender, shall be converted as part payment of its consideration; and

• (ii) Within 3 working days upon the certificate of equity transaction has been issued by CBEX, CBEX shall transfer the total amount of RMB150,289,000 to the bank account designated by Wantex Investment.

Basis of Consideration:

The total consideration of 100% equity interest in Zhongshan Huali of RMB150,289,000 is determined by the base price quoted in the Public Tender and after the bidding. The base price of the Public Tender was determined with reference to, among others, the assets appraisal report of Zhongshan Huali prepared by an independent valuer. The appraised value of 100% equity interest in Zhongshan Huali as at 31 August 2018 is approximately RMB150,289,000.

Completion:

Wantex Investment shall procure Zhongshan Huali to comply with the relevant equity transfer registration within 15 working days upon the certificate of equity transaction has been issued by CBEX. Completion of the Disposal shall take place on the date when the equity transfer registration is completed.

Upon completion of the Disposal, Zhongshan Huali will cease to be a subsidiary of the Company.

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INFORMATION ON ZHONGSHAN HUALI

Zhongshan Huali is a limited liability company incorporated in the PRC with a registered capital of HKD88,000,000. As at the date of this announcement, it is an indirect wholly-owned subsidiary of the Company which is principally engaged in manufacture and sale of paper boxes and paper packaging products.

Set out below is a summary of the key financial information of Zhongshan Huali:

	For the year ended	For the year ended	For six months ended
	31 December 2016	31 December 2017	30 June 2018
	(audited)	(audited)	(unaudited)
	(RMB)	(RMB)	(RMB)
Net profit/(loss) before tax	200,191	11,591,367	1,179,270
Net profit/(loss) after tax	(23,572)	8,500,501	872,410

The unaudited net asset value of Zhongshan Huali as at 30 June 2018 was RMB109,242,171.

INFORMATION ON THE COMPANY, WANTEX INVESTMENT, QUANDE INVESTMENT AND ZHIJIE INVESTMENT

The principal business activity of the Company is investment holding. The Group is principally engaged in the comprehensive development business and investment in the new urbanization industrial ecosphere business.

Wantex Investment is an indirect wholly-owned subsidiary of the company which is incorporated in Hong Kong. It is principally engaged in investment holding.

Quande Investment is a company incorporated in the PRC. It is principally engaged in investment in venture and investment consultation.

Zhijie Investment is a company incorporated in the PRC. It is principally engaged in investment in venture, investment consultation, corporate management consultation and planning, online business activities, domestic trade and import and export business.

FINANCIAL EFFECT OF THE DISPOSAL AND USE OF PROCEEDS

Following completion of the Disposal, Zhongshan Huali will cease to be a subsidiary of the Company and its financial information will no longer be consolidated into the Group’s financial statements.

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It is expected that, the Company will recognise a net gain of approximately RMB60,130,000 from the Disposal, which is estimated based on the net asset value of Zhongshan Huali on 31 August 2018. The net proceeds from the Disposal, after deducting expenses attributable to the Disposal, are estimated to be approximately RMB150,000,000. The aforesaid estimation is for illustrative purpose only, and is subject to review and confirmation by the Company’s auditors. It is expected that the net proceeds will be applied for future investment of the Company and general capital purpose.

REASONS FOR AND BENEFITS OF THE DISPOSAL OF ZHONGSHAN HUALI

The Company pushed forward transformation strategy by gradually stripping down its paper packaging business, so as to adjust and optimise its industrial structure. The Board is of the view that the Disposal conforms to the Company’s development strategy and is in the interest of the Company and its shareholders.

Having considered the above, the Directors are of the view that the terms of the Equity Transfer Agreement are on normal commercial terms that are fair and reasonable, and the 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 relevant applicable percentage ratios calculated pursuant to the Listing Rules in respect of the Equity Transfer Agreement are more than 5% but less than 25%, the transaction contemplated thereunder constitute a discloseable transaction of the Company and is subject to the reporting and announcement requirements but is exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

DEFINITIONS

“Board” the board of Directors “CBEX” China Beijing Equity Exchange “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 “Director(s)” the director(s) of the Company “Disposal” the disposal of 100% equity interest in Zhongshan Huali by Wantex Investment to Quande Investment and Zhijie Investment pursuant to the Equity Transfer Agreement

“Equity Transfer the Equity Transfer Agreement dated 27 December 2018 entered into Agreement” between Wantex Investment and Quande Investment and Zhijie Investment in relation to the Disposal

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

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

• “Public Tender” the public tender conducted by the Group on CBEX for the disposal of 100% equity interest in Zhongshan Huali

• “Quande Investment” Shenzhen Quande Investment Company Limited* (深圳市全德投資有限 公司), a limited liability company incorporated in the PRC

• “RMB” Renminbi, the lawful currency of the PRC “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 “Wantex Investment” Wantex Investment Limited (榮添投資有限公司), a limited liability company incorporated in Hong Kong and an indirectly wholly-owned subsidiary of the Company

• “Zhijie Investment” Shenzhen Zhijie Investment Company Limited* (深圳智捷投資有限公司), a limited liability company incorporated in the PRC

• “Zhongshan Huali” Zhongshan Huali Packaging Co., Ltd.* (中山華力包裝有限公司), a limited liability company incorporated in the PRC and a wholly-owned subsidiary of Wantex Investment

In this announcement, the English names of the PRC entities or enterprises are translation of their Chinese names. In the event of any inconsistency, the Chinese names shall prevail.

By order of the Board Overseas Chinese Town (Asia) Holdings Limited He Haibin Chairman

Hong Kong, 27 December 2018

As at the date of this announcement, the Board comprises seven Directors, including three executive Directors namely Mr. He Haibin, Ms. Xie Mei and Mr. Lin Kaihua; one non-executive Director namely Mr. Zhang Jing; three independent non-executive Directors namely Mr. Lu Gong, Ms. Wong Wai Ling, and Mr. Lam Sing Kwong Simon.

• For identification purpose only

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