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

Dec 24, 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)

CONNECTED TRANSACTION DISPOSAL OF 51% EQUITY INTEREST IN CHENGDU TIANFU OCT LAKESIDE BUSINESS MANAGEMENT CO. LTD.

EQUITY TRANSFER AGREEMENT

The Board is pleased to announce that on 24 December 2018 (after trading hours), Chengdu OCT (a 51%-owned subsidiary of the Company), Zhongbao Investment Fund and OCT Lakeside (a wholly-owned subsidiary of Chengdu OCT) entered into the Equity Transfer Agreement. Pursuant to the Equity Transfer Agreement, Chengdu OCT agreed to sell 51% equity interest in OCT Lakeside to Zhongbao Investment Fund at the consideration of RMB60,530,599.20.

Upon completion of the Equity Transfer Agreement, OCT Lakeside will be owned as to 49% and 51% by Chengdu OCT and Zhongbao Investment Fund, respectively. Accordingly, OCT Lakeside will cease to be a subsidiary of the Company.

LISTING RULES IMPLICATIONS

As at the date of this announcement, OCT Group indirectly owns approximately 70.94% of the issued share capital of the Company. OCT Capital, a wholly-owned subsidiary of OCT Group, is the manager and the general partner of Zhongbao Investment Fund which owns RMB1,000,000 out of the total capital of RMB15,001,000,000 in Zhongbao Investment Fund. Zhongbao Investment Fund is consolidated in the financial statements of OCT Capital. Therefore, Zhongbao Investment Fund is an associate of OCT Group and a connected person of the Company, and the transaction contemplated under the Equity Transfer Agreement is a connected transaction under Chapter 14A of the Listing Rules.

As one or more of the relevant applicable percentage ratios (save for profit ratio) calculated pursuant to the Listing Rules in respect of the Equity Transfer Agreement are more than 0.1% but less than 5%, the transaction contemplated thereunder constitute a connected 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 independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

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THE EQUITY TRANSFER AGREEMENT

The Board is pleased to announce that on 24 December 2018 (after trading hours), Chengdu OCT (a 51%-owned subsidiary of the Company), Zhongbao Investment Fund and OCT Lakeside (a wholly-owned subsidiary of Chengdu OCT) entered into the Equity Transfer Agreement. The principal terms of the Equity Transfer Agreement are set out as follows:

Date: 24 December 2018 (after trading hours)

Parties: Chengdu OCT (as vendor);

Zhongbao Investment Fund (as purchaser); and

OCT Lakeside

Subject Matter:

Pursuant to the Equity Transfer Agreement, Chengdu OCT agreed to sell 51% equity interest in OCT Lakeside to Zhongbao Investment Fund.

Consideration and Payment Manner:

The total consideration of the 51% equity interest in OCT Lakeside is RMB60,530,599.20. Unless otherwise agreed by Chengdu OCT and Zhongbao Investment Fund, Zhongbao Investment Fund shall settle the consideration by cash before 28 December 2018.

Basis of Consideration:

The abovementioned consideration was determined after arm’s length negotiations between Chengdu OCT and Zhongbao Investment Fund with reference to appraised value of OCT Lakeside as at 31 July 2018 assessed by an independent valuer.

Completion:

The parties shall complete the business registration procedures in relation to the transfer of 51% equity interest in OCT Lakeside within 30 days after Zhongbao Investment Fund has settled the consideration in full.

Upon completion of the Equity Transfer Agreement, OCT Lakeside will be owned as to 49% and 51% by Chengdu OCT and Zhongbao Investment Fund, respectively. Accordingly, OCT Lakeside will cease to be a subsidiary of the Company.

Post Completion Board Arrangement:

Upon completion of the Equity Transfer Agreement, the board of directors of OCT Lakeside shall comprise 5 members, among which two shall be appointed by Chengdu OCT (including the chairman of the board) and three shall be appointed by Zhongbao Investment Fund.

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INFORMATION ON OCT LAKESIDE

OCT Lakeside is a company incorporated in the PRC with a registered capital of RMB10,000,000. As at the date of this announcement, it is wholly-owned by Chengdu OCT, which is in turn owned as to 51% by the Company. OCT Lakeside principally engages in consultation and management of entertainment project, and real estate development and operation. The major asset owned by OCT Lakeside is a land parcel located at Jinniu District, Chengdu, PRC with a site area of approximately 22,501.70 square meters. As at the date of this announcement, the land parcel has not commenced any development.

The financial information of OCT Lakeside for the two years ended 31 December 2017 and for the six months ended 30 June 2018 are as follows:

	For the year ended	For the year ended	For the six months ended
	31 December 2016	31 December 2017	30 June 2018
	(audited)	(audited)	(unaudited)
	(RMB)	(RMB)	(RMB)
Loss before tax	132,421.90	135,520.83	67,379.41
Loss after tax	133,159.86	141,562.93	67,379.41

The unaudited net asset value of OCT Lakeside as at 30 June 2018 was RMB9,634,882.73.

INFORMATION ON THE GROUP, CHENGDU OCT AND ZHONGBAO INvESTMENT FUND

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.

Chengdu OCT is a 51%-owned subsidiary of the company which is incorporated in the PRC. It is principally engaged in the development of tourism, properties and hotel complex in the PRC.

Zhongbao Investment Fund is a partnership set up in the PRC. It is principally engaged in investment management (subject to approval by relevant law provisions, administrative regulations, State Council’s decision if necessary); entrusted management of equity investment funds (excluding securities investment activities; public fund raising for investment activities and management of public fund raising); entrusted asset management (excluding trust, financial asset management, securities asset management, etc.); equity investment; investment consultation business.

FINANCIAL EFFECT OF THE EQUITY TRANSFER AGREEMENT

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

It is expected that, the Company will recognise a net gain (before tax) of approximately RMB109,119,000 from the Disposal, which is estimated based on net asset value of 51% equity interest in OCT Lakeside as at 31 July 2018 assessed by the independent valuer. The net proceeds from the Disposals, after deducting expenses attributable to the Disposal, are estimated to be approximately RMB60,339,700. 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.

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REASONS FOR AND BENEFITS OF THE EQUITY TRANSFER AGREEMENT

OCT Lakeside intends to develop the land parcel held by it for building a high-end urban health care complex project. The Company believes the Disposal will bring along a positive investment return to the Group. Moreover, the cooperation with Zhongbao Investment Fund can also expand the financing channels of the Group.

Having considered the above, the Directors (including the independent non-executive 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 transactions contemplated thereunder are in the interests of the Company and the Shareholders as a whole.

No Director is materially interested in the Equity Transfer Agreement and required to abstain from voting on the Board resolutions in relation to the Equity Transfer Agreement.

LISTING RULES IMPLICATIONS

As at the date of this announcement, OCT Group indirectly owns approximately 70.94% of the issued share capital of the Company. OCT Capital, a wholly-owned subsidiary of OCT Group, is the manager and the general partner of Zhongbao Investment Fund which owns RMB1,000,000 out of the total capital of RMB15,001,000,000 in Zhongbao Investment Fund. Zhongbao Investment Fund is consolidated in the financial statements of OCT Capital. Therefore, Zhongbao Investment Fund is an associate of OCT Group and a connected person of the Company, and the transaction contemplated under the Equity Transfer Agreement is a connected transaction under Chapter 14A of the Listing Rules.

As one or more of the relevant applicable percentage ratios (save for profit ratio) calculated pursuant to the Listing Rules in respect of the Equity Transfer Agreement are more than 0.1% but less than 5%, the transaction contemplated thereunder constitute a connected 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 independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

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DEFINITIONS

“Board”	the board of Directors
“Chengdu OCT”	Chengdu Tianfu OCT Industry Development Company Limited* (成
	都天府華僑城實業有限公司), a company incorporated in the PRC
	with limited liability and a 51%-owned subsidiary 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
“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 51% equity interest in OCT Lakeside by Chengdu
	OCT to Zhongbao Investment Fund pursuant to the Equity Transfer
	Agreement
“Equity Transfer Agreement”	the Equity Transfer Agreement dated 24 December 2018 entered
	into among Chengdu OCT, Zhongbao Investment Fund and OCT
	Lakeside in relation to the Disposal
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“OCT Capital”	Shenzhen OCT Capital Investment Management Co., Ltd. (深圳華僑
	城資本投資管理有限公司), a company incorporated in the PRC and
	a wholly-owned subsidiary of OCT Group
“OCT Lakeside”	Chengdu Tianfu OCT Lakeside Business Management Co. Ltd.* (成
	都天府華僑城湖濱商業管理有限公司), a company incorporated
	in the PRC with limited liability and is wholly-owned by Chengdu
	OCT
“OCT Group”	OCT Group Co., Ltd. (華僑城集團有限公司), a company established
	in 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

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“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 “Zhongbao Investment Zhongbao Investment Overseas Chinese Town (Shenzhen) Tourism Fund” Cultural City Renewal Equity Investment Fund Partnership (Limited Partnership)* (中保投華僑城（深圳）旅遊文化城市更新股權投資基 金合夥企業（有限合夥)), a partnership set up in the PRC

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, 24 December 2018

As at the date of this announcement, the Board 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 Mr. Lam Sing Kwong Simon as independent non-executive Directors.

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