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

Aug 31, 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)

MAJOR TRANSACTION

SUBSCRIPTION IN YUZHOU PROPERTIES COMPANY LIMITED

SUBSCRIPTION

The Board is pleased to announce that on 31 August 2018, City Legend (as subscriber), a wholly-owned subsidiary of the Company and Yuzhou Properties (as issuer) entered into the Subscription Agreement, pursuant to which City Legend agreed to subscribe 460,489,606 Subscription Shares at the Subscription Price of HK$3.96 per Subscription Shares.

As at the date of this announcement, Yuzhou Properties has a total issued share capital of 4,190,920,559 shares. Upon completion of the Subscription, City Legend is expected to own as to 9.9% of the enlarged issued share capital of Yuzhou Properties.

LISTING RULES IMPLICATIONS

As one or more of the relevant applicable percentage ratios calculated pursuant to the Listing Rules in respect of the Subscription Agreement is/are more than 25% but less than 100%, the Subscription Agreement and the transactions contemplated thereunder constitute a major transaction of the Company for the purpose of the Listing Rules and are subject to the announcement requirement and the approval of the Shareholders under Chapter 14 of the Listing Rules.

SHAREHOLDERS’ WRITTEN APPROVAL

As no Shareholder has material interest in the Subscription Agreement and the transaction contemplated thereunder, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Subscription Agreement and the transaction contemplated thereunder. 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 Subscription Agreement and the transactions contemplated thereunder. As such, no extraordinary general meeting will be convened by the Company to approve the Subscription Agreement and the transactions contemplated thereunder.

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GENERAL

Pursuant to Rule 14.41(a) of the Listing Rules, a circular containing, among others, further details of the Subscription Agreement and the transactions contemplated thereunder and such other required information, shall be despatched within 15 business days after publication of this announcement. As more time is required to prepare the information to be included in the circular, the Company will apply for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules from the Stock Exchange so that the despatch date of the circular is expected to be on or before 26 October 2018.

The Board is pleased to announce that on 31 August 2018 (after trading hours), City Legend, a wholly-owned subsidiary of the Company, entered into the Subscription Agreement with Yuzhou Properties.

SUBSCRIPTION AGREEMENT

Principal terms of the Subscription Agreement are set out as follows:

Date

31 August 2018 (after trading hours)

Parties

• (1) City Legend, as subscriber; and

• (2) Yuzhou Properties, as issuer.

Subject Matter

Pursuant to the Subscription Agreement, City Legend agreed to subscribe and Yuzhou Properties agreed to allot and issue 460,489,606 Subscription Shares at the Subscription Price of HK$3.96 per Subscription Share. The Subscription Shares shall be free of encumbrances and rank pari passu in all respects with all the other shares of Yuzhou Properties in issue on the date of allotment.

Consideration and payment

The aggregate Subscription Price payable by City Legend under the Subscription Agreement (being the Subscription Price multiplied by the number of the Subscription Shares) amounts to HK$1,823,538,839.76. City Legend shall settle the aggregate Subscription Price in cash on the Completion date by way of bank transfer.

Basis of Consideration

The Subscription Price was agreed between the Parties to the Subscription Agreement after arm’s length negotiations with reference to (i) the closing price of HK$4.17 per share of Yuzhou Properties as quoted on the Stock Exchange on the date of the Subscription Agreement; (ii) the current market position of the Yuzhou Properties in the PRC property industry; and (iii) the prospect of Yuzhou Properties’ future development.

The aggregate Subscription Price will be financed by internal resources of the Group and/or bank borrowings.

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Conditions precedent

Completion of the Subscription Agreement is conditional upon all of the following conditions having been satisfied:

• (a) the Listing Committee of the Stock Exchange having granted and have not revoked the listing of, and permission to deal, in the Subscription Shares;

• (b) the Subscription Agreement and the transactions contemplated thereunder having been approved by the Shareholder(s) by way of written shareholders’ approval in accordance with the requirements of Rule 14.44 of the Listing Rules (or if the Stock Exchange determines that Rule 14.44 of the Listing Rules is not applicable, being approved at a general meeting of the Company);

• (c) all necessary governmental and regulatory approvals and consents regarding the Subscription having been obtained by Yuzhou Properties and the Company;

• (d) no person having threatened or commenced any proceedings to prohibit or otherwise challenge the Subscription or the transactions contemplated under the Subscription Agreement;

• (e) no legislation, rule or regulation being proposed or passed that would prohibit or materially restrict the implementation of the Subscription Agreement; and

• (f) the respective representations and warranties of City Legend and Yuzhou Properties in the Subscription Agreement remaining accurate and true in all respects and not misleading in any respect up to and including the Completion date.

If any of the above conditions have not been fulfilled before on or before the Long Stop Date, the Subscription Agreement shall terminate and be of no further effect, and the Parties shall be released and discharged from their respective obligations thereunder.

Completion

Completion shall take place within five business days after fulfillment of all the conditions precedent of the Subscription Agreement.

As at the date of this announcement, Yuzhou Properties has a total issued share capital of 4,190,920,559 shares. Upon completion of the Subscription, City Legend is expected to own as to 9.9% of the enlarged issued share capital of Yuzhou Properties. Accordingly, it will not become a subsidiary of the Company and its financial results will not be consolidated into the Group.

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INFORMATION OF CITY LEGEND AND THE COMPANY

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.

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 OF YUZHOU PROPERTIES

Yuzhou Properties is a company incorporated in the Cayman Islands with limited liability whose shares are listed on the Main Board of the Stock Exchange (stock code: 1628). It principally engages in property development, property investment, property management and hotel operations in the PRC and Hong Kong.

To the best information, knowledge and belief of the Directors after having made all reasonable enquiries, Yuzhou Properties and its ultimate beneficial owners are Independent Third Parties.

The audited financial information of Yuzhou Properties for the two years ended 31 December 2017 prepared in accordance with Hong Kong Financial Reporting Standards are as follows:

	Year ended 31 December	Year ended 31 December
	2016	2017
	(RMB’000)	(RMB’000)
Net profit (before tax)	4,196,760	6,190,060
Net profit (after tax)	2,088,486	3,127,069
Net Assets	11,672,736	17,443,236

REASONS FOR AND BENEFIT OF ENTERING INTO THE SUBSCRIPTION AGREEMENT

Having considered that (i) Yuzhou Properties enjoys advantages in respect of market position, operational strength and regional brand awareness, it has a good profitability and stable financial status; (ii) the Subscription is expected to bring synergy effect to the existing business of the Group and promote the future development of the Group; and (iii) the Group’s investment in Yuzhou Properties is expected to broaden the profit channel of the Company and is in the interest of the Group, the Directors are of the view that the terms of the Subscription Agreement are on normal commercial terms that are fair and reasonable, and the Subscription is 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 Subscription Agreement is/are more than 25% but less than 100%, the Subscription Agreement and the transactions contemplated thereunder constitute a major transaction of the Company for the purpose of the Listing Rules and are subject to the announcement requirement and the approval of the Shareholders under Chapter 14 of the Listing Rules.

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SHAREHOLDERS’ WRITTEN APPROVAL

As no Shareholder has material interest in the Subscription Agreement and the transactions contemplated thereunder, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Subscription Agreement and the transactions contemplated thereunder. 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 Subscription Agreement and the transactions contemplated thereunder. As such, no extraordinary general meeting will be convened by the Company to approve the Subscription Agreement and the transactions contemplated thereunder.

GENERAL

Pursuant to Rule 14.41(a) of the Listing Rules, a circular containing, among others, further details of the Subscription Agreement and the transactions contemplated thereunder and such other required information, shall be despatched within 15 business days after publication of this announcement. As more time is required to prepare the information to be included in the circular, the Company will apply for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules from the Stock Exchange so that the despatch date of the circular is expected to be on or before 26 October 2018.

DEFINITIONS

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

“Board”	the board of Directors;
“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 (Stock code: 03366);
“Completion”	the completion of the Subscription;
“controlling shareholder(s)”	has the meaning ascribed to in the Listing Rules;
“Director(s)”	the director(s) of the Company;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;
“Independent Third Party(ies)”	parties independent of and not connected with the Company and
	its connected persons;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;

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“Long Stop Date”	means 31 December 2018 (or such other date as the Parties to the
	Subscription Agreement may agree in writing);
“Pacific Climax”	Pacific Climax Limited, a company incorporated in the British
	Virgin Islands with limited liability, which is a controlling
	shareholder of the Company;
“Parties”	the parties to the Subscription Agreement and “Party” means any
	of them;
“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;
“Share(s)”	the share(s) of the Company;
“Shareholder(s)”	the holder(s) of the Share(s);
“Subscription”	the subscription of the Subscription Shares by City Legend from
	Yuzhou Properties pursuant to the Subscription Agreement;
“Subscription Agreement”	the subscription agreement entered into between City Legend and
	Yuzhou Properties on 31 August 2018;
“Subscription Price”	HK$3.96 per Subscription Share;
“Subscription Shares”	460,489,606 new shares to be allotted and issued by Yuzhou
	Properties to City Legend pursuant to the Subscription Agreement;
	and
“Yuzhou Properties”	Yuzhou Properties Company Limited (禹洲地產股份有限公司), a
	company incorporated in the Cayman Islands with limited liability
	whose shares are listed on the Main Board of the Stock Exchange
	(stock code: 1628).

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

Hong Kong, 31 August 2018

As at the date of this announcement, the Board of the Company 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.

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