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

Jul 5, 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

CORNERSTONE INVESTMENT IN E-HOUSE (CHINA) ENTERPRISE HOLDINGS LIMITED

CORNERSTONE INVESTMENT

The Board is pleased to announce that on 5 July 2018, City Legend (as investor), a wholly-owned subsidiary of the Company, E-House Enterprise (as issuer) and China International Capital (as representative of the joint global coordinators) entered into the Cornerstone Investment Agreement, pursuant to which City Legend agreed to acquire the Investor Shares 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 HK$1,750,000,000.

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 is/are more than 25% but less than 100%, the Cornerstone Investment 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.

As no Shareholder has material interest in the Cornerstone Investment 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 Cornerstone Investment Agreement and the transactions 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 Cornerstone Investment Agreement and the transactions contemplated thereunder. As such, no extraordinary general meeting will be convened by the Company to approve the Cornerstone Investment Agreement and the transactions contemplated thereunder.

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GENERAL

A circular containing, among other matters, further details of the Cornerstone Investment Agreement and the transactions contemplated thereunder and such other information as required under the Listing Rules will be despatched to the Shareholders no later than 15 business days after the date of this announcement in accordance with the Listing Rules.

INTRODUCTION

The Board is pleased to announce that on 5 July 2018 (after trading hours), City Legend, a wholly-owned subsidiary of the Company, entered into the Cornerstone Investment Agreement with E-House Enterprise and China International Capital, pursuant to which City Legend has agreed to subscribe for the Investor Shares of E-House Enterprise at the Offer Price as part of the 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 HK$1,750,000,000.

CORNERSTONE INVESTMENT AGREEMENT

Principal terms of the Cornerstone Investment Agreement are set out as follows:

Date

5 July 2018

Parties

• (1) City Legend, as investor;

• (2) China International Capital, as one of the Joint Representatives, joint global coordinators, joint bookrunners, joint sponsors and joint lead managers to the Global Offering; and

• (3) E-House Enterprise, as issuer.

Cornerstone Investment

Subject to the conditions set out in the paragraph headed “Conditions precedent” below being fulfilled (or waived by the parties, except that the conditions (a), (b) and (c) cannot be waived and condition (e) can only be waived by the Joint Representatives) and other terms and conditions of the Cornerstone Investment Agreement, City Legend has agreed to:

• (1) subscribe for, and E-House Enterprise has agreed to allot and issue to City Legend, the Investor Shares at the Offer Price as part of the International Offering. The number of the Investor Shares shall be 73,371,900 shares of E-House Enterprise; and

• (2) pay the aggregate Offer Price and the related brokerage, transaction levies and trading fees in respect of the Investor Shares on the Listing Date.

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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 E-House Enterprise then in issue and to be listed on the Stock Exchange.

E-House Enterprise is seeking a listing on the Main Board of the Stock Exchange by way of 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. E-House Enterprise is applying to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, its shares, including the Investor Shares.

Consideration and payment

The aggregate consideration payable by City Legend under the Cornerstone Investment Agreement (i.e. the Aggregate Subscription Price) 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 and transaction levies in respect of the Investor Shares. The Board estimates that the maximum Aggregate Subscription Price for the Investor Shares will not exceed HK$1,750,000,000 and will be settled in cash.

The Aggregate Subscription Price, the related brokerage and transaction levies are payable to the China International Capital no later than 8:00 a.m. Hong Kong time on the Listing Date in HK$.

The Aggregate Subscription Price was agreed between the parties to the Cornerstone Investment Agreement after arm’s length negotiations based on the size of the Cornerstone Investment, the prospects of E-House Enterprise and the current market conditions.

The Aggregate Subscription Price of the Investor Shares payable by City Legend will be financed out of the internal resources of the Group.

Conditions precedent

The parties’ respective obligations under the Cornerstone Investment Agreement are conditional upon, the following conditions having been satisfied (or waived by the parties, except that the conditions (a), (b) and (c) cannot be waived and condition (e) can only be waived by the Joint Representatives) at or prior to the closing:

• (a) the Hong Kong underwriting agreement and the international underwriting agreement having been entered into and having become unconditional (in accordance with their respective original terms, as subsequently varied by agreement of the parties thereto or waived, to the extent it may be waived, by the relevant parties) by no later than the time and date as specified in those underwriting agreements, and not having been terminated or lapsed;

• (b) the Offer Price having been agreed upon among the Company and the Joint Representatives (for themselves and on behalf of the Underwriters);

• (c) the Listing Committee of the Stock Exchange having granted the approval for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Global Offering and that such approval or permission having not been revoked prior to the commencement of dealings in the Shares on the Stock Exchange;

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• (d) no Laws shall have been enacted or promulgated by any governmental authority which prohibit the consummation of the transactions contemplated under the Global Offering or hereunder and there shall be no orders or injunctions from a court of competent jurisdiction in effect precluding or prohibiting consummation of the transactions contemplated under the Global Offering or hereunder; and

• (e) the respective representations, warranties, acknowledgements, undertakings and confirmations of City Legend and E-House Enterprise in the Cornerstone Investment Agreement remaining accurate and true in all respects and not misleading and that there is no breach of the Cornerstone Investment Agreement on the part of City Legend.

In the event that (i) any of the conditions precedent set out above have not been fulfilled (or jointly waived by E-House Enterprise and the Joint Representatives except that the conditions set out in conditions (a), (b) and (c) cannot be waived and condition (e) can only be waived by the Joint Representatives) on or before the date which is 180 days after the date of the Cornerstone Investment Agreement (or such other date as may be agreed in writing among the parties); or (ii) the Global Offering is not completed as contemplated in the Cornerstone Investment Agreement:

• (1) the obligation of City Legend to subscribe for, E-House Enterprise’s and the joint global coordinators’ obligation to issue, place, allocate and deliver (as the case may be), the Investor Shares shall cease;

• (2) any amount paid by City Legend hereunder shall be repaid to City Legend (as soon as reasonably practicable) without interest;

• (3) the Cornerstone Investment Agreement will terminate and be of no effect;

• (4) none of E-House Enterprise or China International Capital or any of their respective affiliates, associates, directors or employees shall owe any liability to City Legend upon such full repayment to City Legend; and

• (5) all obligations or liabilities on the part of E-House Enterprise or China International Capital or City Legend shall cease and terminate, provided that termination of the Cornerstone Investment Agreement pursuant to this clause shall be without prejudice to the accrued rights or liabilities of any party to the other parties in respect of the terms herein at or before such termination.

Restrictions on City Legend

City Legend undertook to E-House Enterprise and the Joint Representatives that it will not, and will not procure that its subsidiaries, at any time during the period of six months from the Listing Date, being the locking-up period:

• (1) dispose of any of the Investor Shares or any interest in any company or entity (directly or indirectly) holding any of the Investor Shares;

• (2) allow itself to undergo a change of control (as defined in The Code of Takeovers and Mergers and Share Buy-backs);

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• (3) enter into any transactions directly or indirectly with the same economic effect as the Cornerstone Investment;

• (4) publicly announce any intention to enter into the Cornerstone Investment; or

• (5) agree or contract to do any of the aforesaid transactions.

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.

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 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 E-HOUSE ENTERPRISE AND CHINA INTERNATIONAL CAPITAL

E-House Enterprise is an exempted company incorporated in the Cayman Islands with limited liability. It is a comprehensive real estate transaction service provider in the PRC with its principal business being offering primary real estate agency services, real estate big data and consulting services and secondary real estate brokerage platform services.

Based on the application proof of prospectus of E-House Enterprise posted on the website of the Stock Exchange on 26 April 2018, the audited financial information of E-House Enterprise for the three financial years ended 31 December 2015, 2016 and 2017 is approximately as follows:

	For the year ended 31 December	For the year ended 31 December	For the year ended 31 December
	2015	2016	2017
	RMB’000	RMB’000	RMB’000
Profit before taxation	289,225	788,805	971,257
Profit after taxation	177,154	572,169	765,306

The audited net asset value of E-House Enterprise as at 31 December 2017 was approximately RMB2,162,623,000.

China International Capital is a licensed corporation holding a license under the SFO for type 1 (dealing in securities), type 2 (dealing in future contracts), type 4 (advising on securities), type 5 (advising on futures contracts) and type 6 (advising on corporate finance) regulated activities under the SFO.

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To the best information, knowledge and belief of the Directors after having made all reasonable enquiries, E-House Enterprise, China International Capital and their respective ultimate beneficial owners are Independent Third Parties.

REASONS FOR AND BENEFIT OF ENTERING INTO THE CORNERSTONE INVESTMENT AGREEMENT

Considering the current business scale and market share of E-House Enterprise, the Group is optimistic about the development prospect of E-House Enterprise. The Group also believes that in view of E-House Enterprise’s expertise in real estate agency services, the Cornerstone Investment will bring synergy effect to the existing business of the Group, being in line with the Company’s development strategy of investing in the new urbanisation industrial ecosphere.

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.

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 is/are more than 25% but less than 100%, the Cornerstone Investment 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.

As no Shareholder has material interest in the Cornerstone Investment 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 Cornerstone Investment 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 Cornerstone Investment Agreement and the transactions contemplated thereunder. As such, no extraordinary general meeting will be convened by the Company to approve the Cornerstone Investment Agreement and the transactions contemplated thereunder.

GENERAL

A circular containing, among other matters, further details of the Cornerstone Investment Agreement and the transactions contemplated thereunder and such other information as required under the Listing Rules will be despatched to the Shareholders no later than 15 business days after the date of this announcement in accordance with the Listing Rules.

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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 and transaction levies in respect of the Investor
	Shares;
“Board”	the board of Directors;
“China International	China International Capital Corporation Hong Kong Securities
Capital”	Limited, a licensed corporation holding a license under the
	SFO for type 1 (dealing in securities), type 2 (dealing in future
	contracts), type 4 (advising on securities), type 5 (advising on
	futures contracts) and type 6 (advising on corporate finance)
	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 (Stock code: 03366);
“controlling shareholder(s)”	has the meaning ascribed to in the Listing Rules;
“Cornerstone Investment”	the subscription of the Investor Shares contemplated under the
	Cornerstone Investment Agreement;
“Cornerstone	the cornerstone investment agreement entered into among City
Investment Agreement”	Legend, E-House Enterprise and China International Capital on 5
	July 2018;
“Director(s)”	the director(s) of the Company;
“E-House Enterprise”	E-House (China) Enterprise Holdings Limited (易居（中國）企業控
	股有限公司), an exempted company incorporated in the Cayman
	Islands with limited liability;
“Global Offering”	the global offering of the shares of E-House Enterprise comprising
	the Hong Kong Public Offering and the International Offering;
“Group”	the Company and its subsidiaries;

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“HK$”

“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;
“Hong Kong Public	the offer for subscription of the shares of E-House Enterprise by
Offering”	the public in Hong Kong;
“Independent Third	parties independent of and not connected with the Company and
Party(ies)”	its connected persons;
“International Offering”	a conditional offering of its ordinary shares outside the United
	States (including placing to professional and institutional
	investors in Hong Kong) in reliance on Regulation S under the
	Securities Act and in the United States to qualified institutional
	buyers in reliance on Rule 144A under the Securities Act or any
	other available exemption from registration under the Securities
	Act;
“Investor Shares”	the shares of E-House Enterprise to be purchased by City Legend
	pursuant to the Cornerstone Investment Agreement, which is
	73,371,900 shares of E-House Enterprise;
“Joint Representatives”	China International Capital and Credit Suisse (Hong Kong)
	Limited;
“Listing Date”	the date on which the shares of E-House Enterprise are first listed
	on the Stock Exchange;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Offer Price”	the final HK$ price per share of E-House Enterprise (exclusive of
	brokerage, transaction levies and trading fees) at which the shares
	of E-House Enterprise are to be offered and sold pursuant to the
	Global Offering;
“Pacific Climax”	Pacific Climax Limited, a company incorporated in the British
	Virgin Islands with limited liability, which is a controlling
	shareholder of the Company;
“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;
“SFO”	The Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);

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“Share(s)” the share(s) of the Company; “Shareholder(s)” the holder(s) of the Share(s); “Stock Exchange” The Stock Exchange of Hong Kong Limited; “%” per cent.

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

Hong Kong, 5 July 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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