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RemeGen Co., Ltd. — Capital/Financing Update 2019
Dec 20, 2019
51206_rns_2019-12-20_117af082-2eef-4ea1-857f-05bfd2ad60b5.pdf
Capital/Financing Update
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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.
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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 DISPOSAL OF LISTED SECURITIES IN IN TIANLI EDUCATION
Reference is made to the announcement of the Company dated 26 June 2018 in respect of the subscription of shares of Tianli Education pursuant to a cornerstone investment agreement entered into between, among other things, City Legend and Tianli Education on 26 June 2018.
THE DISPOSAL
The Board announces that City Legend, a wholly-owned subsidiary of the Company, disposed on-market and through block trade an aggregate of 57,334,000 Tianli Shares in a series of transactions between 7 November 2019 and 20 December 2019, at the average selling price of HK$3.12 per Tianli Share. The aggregate gross sale proceeds from the Disposals are approximately HK$178.9 million (excluding transaction costs).
LISTING RULE IMPLICATIONS
As the highest applicable percentage ratio calculated pursuant to Chapter 14 of the Listing Rules in respect of the Disposals exceeds 5% but less than 25%, the transaction contemplated under the Disposals constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.
Reference is made to the announcement of the Company dated 26 June 2018 in respect of the subscription of shares of Tianli Education pursuant to a cornerstone investment agreement entered into between, among other things, City Legend and Tianli Education on 26 June 2018.
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THE DISPOSALS
The Board announces that City Legend, a wholly-owned subsidiary of the Company, disposed on-market and through block trade an aggregate of 57,334,000 Tianli Shares in a series of transactions between 7 November 2019 and 20 December 2019, at an average selling price of HK$3.12 per Tianli Share. The aggregate gross sale proceeds from the Disposals are approximately HK$178.9 million (excluding transaction costs).
As the Disposals were made on the market, the Company is not aware of the identities of the purchasers of the Tianli Shares. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, each of the purchasers of the Tianli Shares and their ultimate beneficial owners are Independent Third Party.
Assets disposed
The Group disposed of a total of 57,334,000 Tianli Shares, representing approximately 2.76% of the issued share capital of Tianli Education (based on the 2,075,000,000 Tianli Shares as at 30 November 2019 according to the monthly return of Tianli Education dated 3 December 2019). Before the Disposals, the Group held a total of 100,000,000 Tianli Shares. After the Disposals, the Group will hold 42,666,000 Tianli Shares, representing approximately 2.06% of the issued share capital of Tianli Education.
Consideration
The aggregate gross sale proceeds of the Disposals are approximately HK$178.9 million (excluding transaction costs), which is receivable in cash on settlement. The consideration for the Disposals represented the market price of the Tianli Shares at the time of the Disposals.
INFORMATION ON THE GROUP
The principal business activity of the Company is investment holding. The Group is principally engaged in the comprehensive development business (including the development and operation of tourism theme park, developed and sold residential properties, construction contract, development and management of properties, and property investment) 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.
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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.
The following financial information of Tianli Education is extracted from the annual report of Tianli Education for the year ended 31 December 2018:
| For the year ended | For the year ended | |
|---|---|---|
| 31 December | ||
| 2017 | 2018 | |
| RMB’000 | RMB’000 | |
| Profit before tax | 137,269 | 202,408 |
| Profit after tax | 136,245 | 201,179 |
The unaudited net asset value of Tianli Education as at 30 June 2019 as disclosed in the interim report of Tianli Education for the six months ended 30 June 2019 was approximately RMB2,356,719,000.
REASONS FOR AND BENEFIT OF THE DISPOSALS
As a result of the Disposal, the Group is expected to recognise a net gain of approximately HK$26.4 million which is calculated on the basis of the difference between the acquisition price and the disposal price (exclusive of transaction costs) of the Tianli Shares.
The Disposals were made at market price and the Board is of the view that the Disposals can bring investment income to the Company and will enhance the liquidity of the Company. The Disposals are fair and reasonable and are on normal commercial terms. The Board considers that the Disposals are in the interests of the Company and the Shareholders as a whole.
LISTING RULES IMPLICATIONS
As the highest applicable percentage ratio calculated pursuant to Chapter 14 of the Listing Rules in respect of the Disposals exceed 5% but less than 25%, the transaction contemplated under the Disposals constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules.
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DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:
| “Board” | the board of directors of the Company |
|---|---|
| “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 (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 |
| “controlling shareholder(s)” | has the meaning ascribed to it under the Listing Rules |
| “Director(s)” | the directors of the Company |
| “Disposals” | the disposals by the Company of an aggregate of 57,334,000 |
| Tianli Shares on the market and through block trade in a series of | |
| transactions between 7 November 2019 and 20 December 2019 | |
| “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 | |
| “Independent | parties independent of and not connected with the Company and |
| Third Party(ies)” | its connected persons |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock |
| Exchange | |
| “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 | |
| “RMB” | Renminbi, the lawful currency of the PRC |
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“SFO”
The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)” the share(s) of the Company “Shareholder(s)” the shareholders of the Company “Stock Exchange”
The Stock Exchange of Hong Kong Limited
“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, the shares of which are listed on the main board of the Stock Exchange (stock code: 01773)
“Tianli Shares”
the shares of Tianli Education
“%” per cent.
By the order of the Board Overseas Chinese Town (Asia) Holdings Limited He Haibin Chairman
Hong Kong, 20 December 2019
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; Ms. Wong Wai Ling, Mr. Lam Sing Kwong Simon and Mr. Chu Wing Yiu as independent non-executive Directors.
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