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

Nov 27, 2018

Hong Kong Exchange 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.

==> picture [283 x 70] intentionally omitted <==

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)

POSSIBLE MAJOR TRANSACTION POSSIBLE DISPOSAL OF ASSETS OWNED BY XI’AN OCT LAND THROUGH PUBLIC TENDER

THE POSSIBLE DISPOSAL

The Board announces that Xi’an OCT Land, an indirect wholly-owned subsidiary of the Company, proposed to dispose of the Target Assets by way of a listing-for-sale through CBEX, which is an approved equity exchange in accordance with the relevant PRC laws and regulations concerning the disposal of State-owned assets.

The Base Price, i.e. the initial bidding price for the Target Assets, is RMB829,526,800 (equivalent to approximately HK$942,342,445), which is determined with reference to the valuation of the Target Assets of RMB829,526,800 (equivalent to approximately HK$942,342,445) as at 31 October 2018 prepared by a qualified independent valuer, Shanghai Orient, pursuant to the requirement of the SASAC.

Shareholders should note that the final consideration for the Target Assets will depend on the final bid price offered by the successful bidder, but will in any event be no less than the Base Price.

LISTING RULES IMPLICATIONS

As one or more of the relevant applicable percentage ratios (as defined in the Listing Rules), in respect of the Possible Disposal, if materialized at the Base Price, is/are more than 25% but less than 75%, the Possible Disposal constitutes a major transaction of the Company for the purpose of the Listing Rules and are subject to the reporting, announcement and Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

1

As no Shareholder has material interest in the Possible Disposal, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Possible Disposal. The Company has obtained a written approval from Pacific Climax, the controlling Shareholder holding 530,894,000 Shares as at the date of this announcement (representing approximately 70.94% of the issued share capital of the Company), for the approval of the Possible Disposal. As such, no extraordinary general meeting will be convened by the Company to approve the Possible Disposal.

GENERAL

An announcement containing, among other things, (i) the result of the Listing-for-Sale; (ii) the final bid price offered by the successful bidder; and (iii) the entering into of the Asset Transaction Agreement in relation to the Possible Disposal will be made by the Company as soon as practicable.

A circular containing, among other things, (i) information on the Possible Disposal, and (ii) other information required under the Listing Rules will be despatched to the Shareholders. Given the requisite bidding process and additional time for the Company to prepare and finalise the information and reports to be included in the circular, it is expected that the circular will be despatched to Shareholders on or before 25 January 2019.

BACKGROUND

Xi’an OCT Land, an indirect wholly-owned subsidiary of the Company, proposes to dispose of the Target Assets by way of a listing-for-sale through an approved equity exchange in accordance with the relevant PRC laws and regulations. The Possible Disposal will be carried out through CBEX.

The Listing-for-Sale process will commence on 28 November 2018 and the Group has submitted to CBEX the Listing-for-Sale Notices setting out, among others, (i) the initial bidding price for the disposal of the Target Assets, (ii) the major terms for the Possible Disposal, and (iii) qualifications required for potential bidders.

THE POSSIBLE DISPOSAL

Qualifications of the potential bidders

The potential bidders shall satisfy, among others, the following qualifications:

• (i) a potential bidder must be an enterprise duly incorporated and validly existing or a natural person with full capacity for civil conduct;

• (ii) a potential bidder shall be in a good financial condition, have the ability to repay its debts and good creditworthiness;

• (iii) a potential bidder must not be a joint transferee and must not participate in concealed or anonymous bidding; and

• (iv) a potential bidder shall comply with other relevant and applicable conditions pursuant to the laws and regulations of the PRC.

2

Procedures of the Listing-for-Sale

After the Listing-for-Sale Notices are submitted to CBEX, the Publication Period will be open for at least 20 Business Days, but shall not exceed 6 months, from the date of the Listing-for-Sale Notices. During the Publication Period, interested bidders may indicate their interest in purchasing the Target Assets by submitting an application to CBEX, which will then determine whether they can be registered as qualified bidders.

At the end of the Publication Period,

• (i) if there are more than one potential bidder, the potential bidders may offer their bid price through the designated online system of CBEX;

• (ii) if there is no potential bidder at the end of the Publication Period, the Publication Period will be extended until receipt of any application from potential bidder(s).

Consideration

The Base Price is RMB829,526,800 (equivalent to approximately HK$942,342,445).

The Consideration will be payable by instalments. The first payment will be 30% of the Consideration (including the Deposit). The successful bidder shall provide legally valid guarantee or pledge acceptable to the transferor for the balance of the Consideration, and the period for the payment of the balance of the Consideration shall not exceed three months. An interest will be payable for any extension of payment period calculated according to the benchmark lending interest rate published by the People’s Bank of China.

Shareholders should note that the final consideration for the Target Assets will depend on the final bid price offered by the successful bidder, but will in any event be no less than the Base Price.

The Base Price is determined with reference to the valuation of the Target Assets of RMB829,526,800 (equivalent to approximately HK$942,342,445) as at 31 October 2018 prepared by a qualified independent valuer, Shanghai Orient, pursuant to the requirement of the SASAC. The Directors consider that the Base Price is fair and reasonable.

Other Conditions

The potential bidder shall pay a deposit of RMB248,858,040 (the “ Deposit ”) to CBEX before the end of the Publication Period. If there is only one qualified bidder, an Asset Transaction Agreement will be executed with the qualified bidder. If there are more than one qualified bidder, the Group will identify the transferee by way of online bidding.

The Deposit paid by the successful bidder will be applied as part of the Consideration. The Deposit paid by the unsuccessful bidder(s) will be refunded in full without interest within three Business Days after confirmation of successful bidder and the receipt of application for refund of Deposit by CBEX.

3

If, without any fault on the part of the Group, (i) a potential bidder withdraws its application after submission of the application form and the Deposit, (ii) in the event that there are two or more qualified bidders, a potential bidder fails to join the online bidding process, (iii) no potential bidder offers any bid price during the Bidding Period; (iv) upon confirmation as successful bidder, the potential bidder fails to enter into the Asset Transaction Agreement within a prescribed period or settle the consideration and transaction services fees in full as specified in the contract; (v) upon confirmation as successful bidder, the potential bidder fails to perform relevant undertakings or obligations; (vi) the potential bidder contravenes any rules and regulations of the transaction, the Deposit will be forfeited in full.

The potential bidders shall assess whether they are connected person of the Company. If such potential bidder is a connected person of the Company, that potential bidder shall provide relevant proof when the bidder submits the application. At the end of the Bidding Period, the CBEX and the Group will examine the qualification of the potential bidders within five Business Days. The Group will verify if the potential bidder is a connected person of the Company. If the successful bidder is a connected person of the Company, the Group will enter into the Asset Transaction Agreement with the successful bidder only after the Company has complied all relevant requirements, including but not limited to obtaining independent Shareholders’ approval, if required, under the Listing Rules.

The potential bidder shall further undertake in writing, among others, that he/she/it

• (i) shall enter into the Asset Transaction Agreement within one Business Day upon being confirmed as the transferee and shall settle the transaction costs and the first portion of the Consideration after deducting the Deposit payable to CBEX within one Business Day after execution of the Asset Transaction Agreement;

• (ii) has a thorough understanding of the defect of the Target Assets and accepts the transfer of the Target Assets on an as-is basis;

• (iii) understands relevant policies imposed at the location of the Target Assets and complies with the qualifications and conditions of a property buyer prescribed by relevant governmental department or authorities;

• (iv) agrees that each of the transferor and the transferee bears its own tax payable for registration of transfer of the Target Assets;

• (v) agrees that any outstanding utilities fees before completion of the Possible Disposal shall be settled by the transferor while such outstanding fees after completion of the Possible Disposal shall be settled by the transferee;

• (vi) shall transfer the balance of the Consideration to the transferor’s designated account on the same day as the issuance of the certificate of asset transaction by the CBEX.

The successful bidder shall bear all the liabilities, risks, loss and fees incurred due to its failure to meet the qualifications of a property buyer prescribed by relevant governmental and authorities of Xi’an city.

The transaction services fee shall be determined in accordance with (i) the CBEX transaction agreement standard, if there were only one bidder and the final consideration is the initial bidding price; or (ii) the online bidding implementation plan standard, if there were more than one bidder and the final consideration was determined through bidding.

4

REASONS FOR AND BENEFITS OF THE POSSIBLE DISPOSAL

The Directors believe that the Possible Disposal will revitalize existing assets of the Group and provide funds for the Group’s working capital and any future investment opportunity. The Directors are of the view that the Possible Disposal will be carried out on normal commercial terms or better, and are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

POSSIBLE FINANCIAL EFFECT OF THE POSSIBLE DISPOSAL AND USE OF PROCEED

Upon completion of the Possible Disposal, Xi’an OCT Land will remain as a subsidiary of the Company.

Taking into account the unaudited book value of approximately RMB670,115,500 (equivalent to approximately HK$761,251,208) of the Target Assets as at 31 October 2018 and based on the Base Price, upon completion of the Possible Disposal, the gain expected to accrue to the Company from the Possible Disposal (after deducting relevant expenses but before taxation payable by the Company in respect of the Possible Disposal) is expected to be approximately RMB159,170,000 (equivalent to approximately HK$180,817,120). The final amount of gain or loss from the Possible Disposal is subject to audit and the final bid price offered by the successful bidder.

The Group intends to use the net proceeds from the Possible Disposal for future investment and as working capital of the Group.

INFORMATION ON THE TARGET ASSETS

The Target Assets, which, as at the date of this announcement, are owned by Xi’an OCT Land, comprise four blocks of office buildings of Building 2# of Chang’an Metropolis Centre, covering a gross floor area of approximately 40,028 square metres, and 120 carpark spaces covering a gross floor area of approximately 7,245 square metres, located at No. 88 Nanguanzheng Street, Xi’an, the PRC.

T h e u n a u d i t e d b o o k va l u e o f t h e Ta rg e t A s s e t s a s a t 3 1 O c t o b e r 2 0 1 8 i s RMB670,115,500(equivalent to approximately HK$761,251,208). The valuation of the Target Assets as at 31 October 2018 as prepared by Shanghai Orient, pursuant to the requirement of the SASAC, by adopting market approach and income approach was RMB829,526,800 (equivalent to approximately HK$942,342,445).

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 investment in the new urbanization industrial ecosphere business.

Xi’an OCT Land is a limited liability company established in the PRC, which is principally engaged in real estate acquisition for leasing and property management services.

5

LISTING RULES IMPLICATIONS

As one or more of the relevant applicable percentage ratios (as defined in the Listing Rules) in respect of the Possible Disposal, if materialised at the Base Price, is/are more than 25% but less than 75%, the Possible Disposal constitutes a major transaction of the Company for the purpose of the Listing Rules and are subject to the reporting, announcement and Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

As no Shareholder has material interest in the Possible Disposal, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Possible Disposal. The Company has obtained a written approval from Pacific Climax, the controlling shareholder of the Company holding 530,894,000 Shares as at the date of this announcement (representing approximately 70.94% of the issued share capital of the Company), for the approval of the Possible Disposal. As such, no extraordinary general meeting will be convened by the Company to approve the Possible Disposal.

To the best of the Directors’ knowledge, information and belief, no Director is required to abstain from voting on the board resolutions in relation to the approval of the Possible Disposal.

GENERAL

An announcement containing, among other things, (i) the result of the Listing-for-Sale; (ii) the final bid price offered by the successful bidder; and (iii) the entering into of the asset transaction agreement in relation to the Possible Disposal will be made by the Company as soon as practicable.

A circular containing, among other things, (i) information on the Possible Disposal, and (ii) other information required under the Listing Rules will be despatched to the Shareholders. Given the Listing-for-Sale process and additional time for the Company to prepare and finalise the information and reports to be included in the circular, it is expected that the circular will be despatched to Shareholders on or before 25 January 2019.

As the Possible Disposal may or may not proceed, Shareholders and potential investors should exercise caution when dealing in the Shares.

DEFINITIONS

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

“Asset Transaction Agreement”	a formal agreement for the transfer of the Target Assets (實物資
	產交易合同) to be entered into between Xi’an OCT Land and
	the successful bidder
“Base Price”	the Base Price of RMB829,526,800 (equivalent to approximately
	HK$942,342,445, i.e. the initial bidding price, for the disposal of
	the Target Assets under the Possible Disposal
“Bidding Period”	the period during which the qualified bidders may offer their bid
	price in relation to the intended purchase of the Target Assets
“Board”	the board of directors of the Company

6

“Business Day(s)”	a day on which licensed banks in the PRC are open for business
“CBEX”	北京產權交易所(China Beijing Equity Exchange), an
	institution authorised by the State-owned Assets Supervision
	and Administration Commission to transact assets and equity of
	State-owned enterprises under the central government of the PRC
“Company”	Overseas Chinese Town (Asia) Holdings Limited (華僑城（亞洲）控
	股有限公司), 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 meaning ascribed to it under the Listing Rules
“Consideration”	the consideration for the Target Assets
“controlling shareholder”	has the meaning ascribed to it under the Listing Rules
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries as at the date of this
	announcement
“HK$”	the Hong Kong dollar(s), the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Listing-for-Sale”	the listing-for-sale (掛牌出讓) process carried out through CBEX
	for the disposal of the Target Assets
“Listing-for-Sale Notices”	the notices (產權轉讓公告) in respect of the Listing-for-Sale
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Pacific Climax”	Pacific Climax Limited, a company incorporated in the British
	Virgin Islands with limited liability, which is a controlling
	Shareholder
“PRC”	the People’s Republic of China, and for the purpose of this
	announcement, excludes Hong Kong, the Macau Special
	Administrative Region of the People’s Republic of China and
	Taiwan
“Possible Disposal”	the proposed disposal of the Target Assets through CBEX
“Publication Period”	the period during which the information of the Possible Disposal
	is disclosed to the public on the website of CBEX and in the
	newspapers

7

“RMB”	Renminbi, the lawful currency of the PRC
“SASAC”	The State-owned Assets Supervision and Administration
	Commission of the State Council of the PRC (中國國務院國有資
	產監督管理委員會)
“Shanghai Orient”	Shanghai Orient Appraisal Co., Ltd. (上海東洲資產評估有限公
	司), a qualified independent valuer in the PRC
“Share(s)”	the share(s) of the Company
“Shareholder(s)”	the shareholders of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target Assets”	four blocks of office buildings of Building 2# of Chang’an
	Metropolis Centre and 120 carpark spaces located at No. 88
	Nanguanzheng Street, Xi’an, the PRC
“Xi’an OCT Land”	Xi’an OCT Land Co., Ltd. (西安華僑城置地有限公司), a
	company incorporated in the PRC and an indirect wholly-owned
	subsidiary of the Company as at the date of this announcement
“%”	per cent

In this announcement, for the purpose of illustration only, amounts quoted in RMB have been converted into HK$ at the rate of RMB1.00 to HK$1.136. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were or may have been exchanged at this or any other rates or at all.

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.

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

Hong Kong, 27 November 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.

8