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

Jun 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 CORNERSTONE INVESTMENT IN TIANLI EDUCATION

THE CORNERSTONE INVESTMENT AGREEMENT

The Board is pleased to announce that on 26 June 2018 (after trading hours), City Legend, a wholly-owned subsidiary of the Company, entered into the Cornerstone Investment Agreement with Tianli Education and CICC, pursuant to which City Legend has agreed to subscribe for the Investor Shares of Tianli Education 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 the sum of Hong Kong dollars which is equivalent to approximately RMB230,000,000.

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 5% but less than 25%, the Cornerstone Investment Agreement and the transactions contemplated thereunder constitute a discloseable 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 Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board is pleased to announce that on 26 June 2018 (after trading hours), City Legend, a wholly-owned subsidiary of the Company, entered into the Cornerstone Investment Agreement with Tianli Education and CICC, pursuant to which City Legend has agreed to subscribe for the Investor Shares of Tianli Education 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 the sum of Hong Kong dollars which is equivalent to approximately RMB230,000,000.

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THE CORNERSTONE INVESTMENT AGREEMENT

The principal terms of the Cornerstone Investment Agreement are as follows:

Date:

26 June 2018 (after trading hours)

Parties:

• (1) City Legend, as investor;

• (2) Tianli Education, as issuer; and

• (3) CICC, as Sole Sponsor and Sole Global Coordinator

The Cornerstone Investment:

City Legend has agreed to subscribe for, and Tianli Education 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 represent 5% of the total number of issued shares of Tianli Education immediately upon the listing of the shares of Tianli Education on the Stock Exchange (not taking into account any share that may be issued pursuant to the exercise of the over-allotment option granted to the international underwriters for the International Offering or any option(s) granted under the share option scheme of Tianli Education).

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 Tianli Education then in issue and to be listed on the Stock Exchange.

Tianli Education is seeking a listing on the Main Board of the Stock Exchange by way of the 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.

Tianli Education has applied to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, among other things, the Investor Shares.

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Consideration and payment:

The aggregate consideration payable by City Legend under the Cornerstone Investment Agreement 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, transaction levies and trading fees in respect of the Investor Shares. The Board estimates that the maximum Aggregate Subscription Price for the Investor Shares will not exceed the sum of Hong Kong dollars which is equivalent to approximately RMB230,000,000. The Aggregate Subscription Price will be settled in cash.

The Aggregate Subscription Price and the related brokerage, transaction levies and trading fees in respect of the Investor Shares are payable to the Sole Global Coordinator at or before 9:30 a.m. Hong Kong time on the Listing Date in Hong Kong Dollar.

The Aggregate Subscription Price was agreed between the parties to the Cornerstone Investment Agreement after arm’s length negotiations based on the size of investment as offered by Tianli Education and accepted by City Legend, the prospect of Tianli Education and current market conditions.

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

Conditions precedent

The parties’ respective obligations under the Cornerstone Investment Agreement are conditional upon, among other things, the following conditions having been satisfied at or prior to the closing:

• (a) the underwriting agreements for the Hong Kong Public Offering and the International Offering having been entered into and having become effective and unconditional (in accordance with their respective original terms or as subsequently waived or varied by agreement of the parties thereto) by no later than the time and date as specified in such agreements;

• (b) neither of the aforesaid underwriting agreements having been terminated on or prior to the Listing Date;

• (c) Tianli Education and the Sole Sponsor and Sole Global Coordinator have reached consensus in relation to the Offer Price; and

• (d) the Listing Committee of the Stock Exchange having granted the approval for the listing of, and permission to deal in, the shares of Tianli Education (including the Investor Shares) and that such approval or permission having not been revoked prior to the commencement of dealings in the shares of Tianli Education on the Stock Exchange.

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If (i) any of the conditions set out above have not been fulfilled by the parties by 8 a.m. on the Listing Date (or such other date as may be agreed among City Legend, Tianli Education and the Sole Global Coordinator); or (ii) the Global Offering is not completed as contemplated under the underwriting agreements, the obligation of City Legend to acquire, and the obligations of Tianli Education and the Sole Global Coordinator to issue, place and/or allocate and deliver (as the case may be), the Investor Shares shall cease and any amount paid by City Legend under the Cornerstone Investment Agreement will be repaid to City Legend without interest, the Cornerstone Investment Agreement will terminate, and any liability or responsibility of Tianli Education and the Sole Global Coordinator shall terminate, subject to the condition that the termination under this clause shall be without prejudice to any right or responsibility which has been accrued pursuant to the terms and conditions of the Cornerstone Investment Agreement at or before the termination.

Restrictions on Disposal

City Legend and its subsidiaries shall be subject to, among other restrictions, a lock up period of six months from and inclusive of the Listing Date in accordance with the terms of the Cornerstone Investment Agreement.

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 Sole Global Coordinator.

REASONS FOR AND BENEFITS OF ENTERING INTO THE CORNERSTONE INVESTMENT AGREEMENT

The Group is optimistic about the K-12 education industry and believes that it will have good development prospects. Tianli Education has a stable operation and good profitability. The Board also considers that the Cornerstone Investment is expected to broaden the profit channel of the Company and is in line with the interests of the Company.

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.

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 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.

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INFORMATION ON TIANLI EDUCATION

Tianli Education is an exempted company incorporated in the Cayman Islands with limited liability. Tianli Education is a leading private education service provider in Western China. Tianli Education primarily offers K-12 educational services, supplemented by tutoring services for K-12 students and pre-kindergarten children.

Based on the application proof information pack of Tianli Education posted on the website of the Stock Exchange on 13 February 2018, the audited financial information of Tianli Education for the two financial years ended 31 December 2016 and 2017 and the nine months ended 30 September 2017 is approximately as follows:

	For the year ended	For the year ended	For the nine months ended
	31 December 2015	31 December 2016	30 September 2017
	(RMB)	(RMB)	(RMB)
Profit before taxation	20,406,000	75,869,000	74,092,000
Profit after taxation	18,248,000	74,748,000	72,632,000

The audited net asset value of Tianli Education as at 30 September 2017 was approximately RMB653,506,000.

INFORMATION ON CICC

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

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Tianli Education, CICC and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons.

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 5% but less than 25%, the Cornerstone Investment Agreement and the transactions contemplated thereunder constitute a discloseable 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 Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

GENERAL

The Board wishes to emphasise that the Cornerstone Investment Agreement is subject to satisfaction of the conditions precedent set out therein. The Shareholders and potential investors of the Company are advised to exercise caution in the dealing in the securities of the Company.

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DEFINITIONS

“Aggregate Subscription Price”	the amount equal to the aggregate of (i) the Offer Price
	multiplied by the number of Investor Shares to be purchased
	by City Legend pursuant to the Cornerstone Investment
	Agreement; and (ii) the related brokerage, transaction levies
	and trading fees in respect of the Investor Shares
“Board”	the board of Directors
“CICC”	China International Capital Corporation Hong Kong
	Securities Limited a licensed corporation holding a license
	under the SFO for type 1 (dealing in securities), type 2
	(dealing in futures 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
“connected person(s)”	has the same meaning ascribed to it under the Listing Rules
“Cornerstone Investment”	the subscription of the Investor Shares contemplated under
	the Cornerstone Investment Agreement
“Cornerstone Investment Agreement”	the cornerstone investment agreement dated 26 June 2018
	entered into among City Legend, Tianli Education and CICC
“Director(s)”	the director(s) of the Company
“Global Offering”	the global offering of the shares of Tianli Education
	comprising the Hong Kong Public Offering and the
	International Offering
“Group”	the Company and its subsidiaries
“HK$” or “Hong Kong Dollar”	Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hong Kong Public Offering”	the offer for subscription of the shares of Tianli Education
	by the public in Hong Kong

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“International Offering”

a conditional placing of shares of Tianli Education outside the United States (including placing to professional and institutional investors in Hong Kong) in reliance on Regulation S under the United States Securities Act of 1933, as amended or supplemented from time to time, and the rules and regulations promulgated thereunder

• “Investor Shares”

• the shares of Tianli Education to be purchased by City Legend pursuant to the Cornerstone Investment Agreement, representing 5% of the total issued shares of Tianli Education immediately upon the listing of the shares of Tianli Education on the Stock Exchange (not taking into account any share that may be issued pursuant to the exercise of the over-allotment option granted to the international underwriters for the International Offering or any option(s) granted under the share option scheme of Tianli Education)

• “Listing Date” the date on which the shares of Tianli Education are first listed on the Stock Exchange

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

• “Offer Price” the final Hong Kong Dollar price per share of Tianli Education (exclusive of brokerage, transaction levies and trading fees) at which the shares of Tianli Education are to be offered and sold pursuant to the Global Offering

• “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)

• “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

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“Stock Exchange” The Stock Exchange of Hong Kong Limited “Sole Sponsor and Sole Global CICC Coordinator” “Tianli Education” Tianli Education International Holdings Limited (天立教育 國際控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability

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, 26 June 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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