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RemeGen Co., Ltd. — Capital/Financing Update 2020
Aug 27, 2020
51206_rns_2020-08-27_32c96752-e443-4704-b533-c4fc1b193303.pdf
Capital/Financing Update
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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)
INSIDE INFORMATION POTENTIAL DISPOSAL OF 100% EQUITY INTEREST AND ASSIGNMENT OF DEBT IN A SUBSIDIARY
This announcement is made by Overseas Chinese Town (Asia) Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the Inside Information Provisions (as defined under the Listing Rules) of Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”).
POTENTIAL DISPOSAL OF 100% EQUITY INTEREST AND ASSIGNMENT OF DEBT IN A SUBSIDIARY
The board of directors (the “ Board ”) of the Company announces that the Company intends to dispose of its 100% equity interest and assign the corresponding debt (the “ Potential Disposal ”) in City Turbo Limited (港名有限公司, “ City Turbo ”), which is a company incorporated in Hong Kong and holds the entire interest in Xi’an OCT Land Co., Ltd.* (西安華僑城置地有限公司) (“ Xi’an OCT Land ”), a company established in the PRC.
A notice (the “ Notice ”) containing the details of the Potential Disposal has been published on the websites of the Company on 27 August 2020 in order to invite interested investors. The notification period shall be 20 days from the date of publication of the Notice (the “ Notification Period ”). It is expected that the base price for the Potential Disposal will be determined based on the asset appraisal on City Turbo to be conducted by a qualified appraisal institution. Under the same condition, the transaction contemplated under the Potential Disposal will be awarded to the interested investor who offers the highest price.
The Notice or any indication by an interested investor to the Company does not constitute a legally binding agreement between the interested investor and the Company, and the transaction contemplated under the Potential Disposal will be effective upon the Company having: (i) entered into a formal agreement with the interested investor regarding the Potential Disposal; and (ii) obtained all necessary approval, authorisations, consents and permit, and completed all relevant
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procedures in relation to the Potential Disposal in accordance with the Listing Rules and other applicable laws and regulations (including but not limited to the approval by the shareholders of the Company at the Company’s general meeting).
INFORMATION OF CITY TURBO AND XI’AN OCT LAND
City Turbo is an investment holding company incorporated in Hong Kong and holds the entire interest in Xi’an OCT Land. Xi’an OCT Land is a limited liability company established in the PRC, which is principally engaged in the provision of property leasing and management services.
REASONS FOR THE POTENTIAL DISPOSAL
The Directors believe that the Possible Disposal will revitalise existing assets of the Group and provide funds for the Group’s working capital and any future investment opportunity.
GENERAL
The Potential Disposal, if materialised, may constitute a very substantial disposal of the Company under Chapter 14 of the Listing Rules. The Board wishes to emphasise that as at the date of this announcement, the Company is not under any obligation to proceed with the Potential Disposal and the Potential Disposal may or may not proceed. No binding agreement with respect to the Potential Disposal has been entered into by the Company as at the date of this announcement and there is no assurance that any definitive transaction will materialise. The Company will make further announcement(s) in compliance with the Listing Rules and/or Part XIVA of the SFO as and when appropriate or required.
As the Company may or may not proceed with the Potential Disposal and it may or may not enter into a binding agreement with respect to the Potential Disposal, and even if it decides to do so, the Potential Disposal may or may not proceed to completion for various reasons and accordingly, shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.
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. The English translation of names or any descriptions in Chinese which are marked with “*” is for identification purpose only.
By the order of the Board Overseas Chinese Town (Asia) Holdings Limited Zhang Dafan Chairman
Hong Kong, 27 August 2020
As at the date of this announcement, the Board comprises seven Directors, namely: Mr. Zhang Dafan, Ms. Xie Mei and Mr. Lin Kaihua as executive Directors; Mr. Wang Wenjin 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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