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

Apr 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)

CONVERSION OF CONVERTIBLE PREFERENCE SHARES AND PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Reference is made to (i) the announcement of Overseas Chinese Town (Asia) Holdings Limited (the “Company”) dated 7 June 2013 and the circular dated 26 June 2013 in relation to, among others, the issue of a total of 96,000,000 non-voting convertible preference shares (the “Convertible Preference Shares”) of HK$0.10 each by the Company; and (ii) the notice of annual general meeting (the “AGM”) of dated 16 April 2018 (the “Original AGM Notice”), which set out the date, time and venue of the AGM and the resolutions to be proposed for the approval by the shareholders of the Company (the “Shareholders”).

CONVERSION OF CONVERTIBLE PREFERENCE SHARES

The board (the “Board”) of directors (the “Directors”) of the Company hereby announces that upon receipt of the conversion notice issued by Pacific Climax Limited (“Pacific Climax”), the controlling shareholder of the Company and holder of 96,000,000 Convertible Preference Shares, the Company has converted 96,000,000 Convertible Preference Shares and issued 96,000,000 new ordinary shares (the “Conversion Shares”) at the conversion price of HK$4.05 per ordinary share to Pacific Climax on 26 April 2018.

The Conversion Shares rank pari passu with all the existing ordinary shares of the Company as at the date of allotment and among themselves in all respects, and represent approximately 14.72% of the existing issued ordinary share capital of the Company, and approximately 12.83% of the issued ordinary share capital of the Company as enlarged by the allotment and issue of the Conversion Shares. After the said conversion of the Convertible Preference Shares, the Company has no outstanding Convertible Preference Shares in issue, and Pacific Climax’s shareholding in the Company has increased from approximately 66.66% of the issued ordinary share capital of the Company immediately before the conversion to approximately 70.94% of the issued ordinary share capital of the Company as enlarged by the conversion.

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CANCELLATION OF CONVERTIBLE PREFERENCE SHARES

After the said conversion of the Convertible Preference Shares, the Company will have no outstanding Convertible Preference Shares in issue and as such the Board proposes to the Shareholders to cancel the Convertible Preference Shares which, at the date of the passing of the relevant resolution at the AGM, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled.

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Taking into account that the Company has no outstanding Convertible Preference Shares after conversion of the 96,000,000 Convertible Preference Shares on 26 April 2018, the Board proposes to make the following amendments (the “Proposed Amendments”) to the existing memorandum of association (“Memorandum of Association”) and articles of association (“Articles of Association”) of the Company:

(A) Memorandum of Association

• (a) By deleting the existing clause 7 of the Memorandum of Association in its entirety and replacing therewith the following new clause 7:

  • “7. The authorised share capital of the Company is HK$200,000,000 consisting of 2,000,000,000 shares of HK$0.10 each with the power for the Company to increase or reduce the said capital and to issue any part of its capital, original or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the condition of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.”

• (B) Articles of Association

• (a) By deleting the existing definition of “Convertible Preference Share(s)” in Article 1(b) of the Articles of Association;

• (b) By deleting the existing Article 3A of the Articles of Association in its entirety; and

• (c) By deleting the existing Article 6 of the Articles of Association in its entirety and replacing therewith the following new Article 6:

  • “6. The authorised share capital of the Company on the date of the adoption of these Articles is HK$200,000,000 divided into 2,000,000,000 Shares of HK$0.10 each.”

The Proposed Amendments to the Memorandum of Association and Articles of Association shall take effect upon the passing of the relevant special resolution at the AGM.

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GENERAL

A supplemental circular containing details of the Proposed Amendments to the Articles together with the revised notice of the AGM and the revised proxy form will be despatched to the Shareholders as soon as practicable.

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

Hong Kong, 27 April 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 Professor Lam Sing Kwong Simon as independent non-executive Directors.

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