RemeGen Co., Ltd. — Capital/Financing Update 2019

Jul 11, 2019

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 IN RELATION TO THE PROVISION OF GUARANTEE

PROVISION OF GUARANTEE

The Board announces that on 11 July 2019, the Company, as a guarantor, entered into the Guarantee Agreement in favour of the Bank, pursuant to which the Company agreed to provide guarantee in proportion to its indirect equity holding in Chongqing OCT Land (which is indirectly owned by the Company as to 49%) for the repayment obligations of Chongqing OCT Land to the Bank in respect of the Loan in the amount of RMB800,000,000 granted by the Bank to Chonqing OCT Land for the development of the Chongqing Land Project.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio under the Listing Rules in respect of the provision of the guarantee by the Company under the Guarantee Agreement is more than 5% but less than 25%, the provision of the guarantee by the Company under the Guarantee Agreement constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

INTRODUCTION

On 26 June 2019, Chongqing OCT Land as the borrower, a direct wholly-owned subsidiary of Honour Ray which is in turn indirectly held as to 49% and 51% of its equity interest by the Company and the JV Partner, respectively, entered into the Loan Agreement with the Bank, pursuant to which the Bank agreed to provide the Loan in the amount of RMB800,000,000 to Chongqing OCT Land for the development of the Chongqing Land Project for a term of three years from the first drawdown date of the Loan. It is a term of the Loan Agreement that (i) each of the Company and the JV Partner shall enter into a guarantee agreement with the Bank to guarantee the repayment obligations of Chongqing OCT Land in proportion to their respective equity holding in Chongqing OCT Land, and (ii) Honour Ray shall enter into a pledge agreement with the Bank to pledge over all the equity interests held by Honour Ray in Chonqing OCT Land as the security to the Loan. Neither the Company nor Chongqing OCT Land is a party to the other guarantee agreement entered into by the JV Partner or the pledge agreement entered into by Honour Ray.

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THE GUARANTEE AGREEMENT

The Board announces that on 11 July 2019, the Company, as a guarantor, entered into the Guarantee Agreement in favour of the Bank, pursuant to which the Company agreed to provide guarantee in proportion to its indirect equity holding in Chongqing OCT Land (which is indirectly owned by the Company as to 49%) for the repayment obligations of Chongqing OCT Land to the Bank in respect of the Loan in the amount of RMB800,000,000 granted by the Bank at an interest rate to be set by the Bank at the time of each drawdown of the Loan to Chonqing OCT Land for the development of the Chongqing Land Project.

The principal terms of the Guarantee are summarized below:

Date : 11 July 2019 Parties : (1) The Company as guarantor for the Guarantee; and (2) The Bank, as lender for the Loan Agreement Scope of Guarantee : A maximum principal amount of up to RMB392,000,000 plus 49% of interest, default interest, expenses, damages, penalties, and cost of realising the Bank’s rights due by Chongqing OCT Land to the Bank under the Loan Agreement. Based on the current lending interest rate of approximately 6.3% per annum and other expenses which might be charged by the Bank, it is estimated that 49% of the principal amount, interest and expenses incurred from the Loan will be approximately RMB467,000,000. If the Company anticipates that the guaranteed amount contemplated under the Guarantee Agreement is likely to exceed RMB467,000,000, the Company will comply with further reporting, announcement and shareholders’ approval (if required) under Chapter 14 of the Listing Rules. Term : For a period of two years after the expiry of the term of the Loan Agreement or from the effective date of the Guarantee Agreement and ending on the date of two years after the payment due date of the tranche of the loans under the Loan Agreement if the Loan is drawn down in tranches Consideration : The Company will not receive any fee or commission for providing the guarantee.

REASONS FOR AND BENEFITS OF THE ENTERING INTO OF THE GUARANTEE AGREEMENT

The provision of the guarantee by the Company under the Guarantee Agreement will facilitate Chongqing OCT Land to meet its funding needs for the development of the Chongqing Land Project. The maximum principal amount of Loan guaranteed by the Company, being RMB392,000,000, under the Guarantee Agreement is determined based on its 49% indirect equity interest held in Chongqing OCT Land. The JV Partner entered into a separate guarantee agreement which is in a form substantially the same as the Guarantee Agreement executed by the Company in favour of the Bank to guarantee the repayment obligations of Chongqing OCT Land in proportion to its indirect equity interest in Chongqing OCT Land.

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The Directors (including the independent non-executive Directors) consider that the terms of the Guarantee Agreement are fair and reasonable and the provision of the guarantee under the Guarantee Agreement is on normal commercial terms, and in the interests of the Company and its Shareholders as a whole.

INFORMATION ON THE GROUP, THE BANK AND CHONGQING OCT LAND

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.

The Bank

The Bank is a financial institution established in the PRC. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Bank and its ultimate beneficial owner are third parties independent of the Company and its connected persons.

Chongqing OCT Land

Chongqing OCT Land is a limited liability company established in the PRC, which is principally engaged in the development, operation, leasing, property management of real estate in the PRC. As at the date of this announcement, Chongqing OCT Land is indirectly owned by the Company and the JV Partner as to 49% and 51% of its equity interest, respectively. Chongqing OCT Land is accounted for under equity method as an associate of the Group in the Group’s consolidated financial statements.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the JV Partner and its associates (as defined in the Listing Rules) are not connected persons of the Company.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio under the Listing Rules in respect of the provision of the guarantee by the Company under the Guarantee Agreement is more than 5% but less than 25%, the provision of the guarantee by the Company under the Guarantee Agreement constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

To the best of the Directors’ knowledge, information and belief, no Director is required to abstain from voting on the board resolutions in relation to the approval of the Guarantee Agreement.

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DEFINITIONS

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

“Bank”	Shenzhen branch of Nanyang Commercial Bank (China) Limited
	(南洋商業銀行（中國）有限公司深圳分行), a financial institution
	established in the PRC
“Board”	the board of directors of the Company
“Chongqing Land Project”	the development project in Chongqing carried out by Chongqing
	OCT Land
“Chongqing OCT Land”	Chongqing OCT Real Estate Limited (重慶華僑城置地有限公司),
	a company incorporated in the PRC with limited liability and a
	direct wholly-owned subsidiary of Honour Ray
“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
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries as at the date of this
	announcement
“Guarantee Agreement”	the maximum amount guarantee agreement dated 11 July 2019
	entered into between the Company and the Bank, pursuant to
	which the Company agreed to guarantee up to 49% of the Loan
	(being RMB392,000,000) under the Loan Agreement
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Honour Ray”	Honour Ray Limited (豪力有限公司), a company incorporated in
	Hong Kong with limited liability

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“Independent	third party who is independent of and not connected with the
Third Party(ies)”	Company and the connected person(s) (as defined in the Listing
	Rules) of the Company
“JV Partner”	New China OCT Fund SPC, a segregated portfolio company
	incorporated in the Cayman Islands with limited liability, on
	behalf of New China Fund SP 1
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Loan”	a loan in an amount of RMB800,000,000 granted by the Bank to
	Chongqing OCT Land pursuant to the Loan Agreement
“Loan Agreement”	the loan agreement dated 26 June 2019 and entered into between
	Chongqing OCT Land and the Bank in relation to the Loan
	granted by the Bank to Chongqing OCT Land
“New China Fund SP 1”	New China OCT Fund SPC 1 Segregated Portfolio, an investment
	portfolio under the JV Partner
“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
“Share(s)”	the share(s) of the Company
“Shareholder(s)”	the shareholders of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent

In this announcement, if there is any inconsistency between the Chinese names of the entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail.

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

Hong Kong, 11 July 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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