RemeGen Co., Ltd. — Capital/Financing Update 2020

Jun 12, 2020

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)

CONNECTED TRANSACTION EQUITY TRANSFER AGREEMENT

Reference is made to the announcement of the Company dated 6 March 2020 in relation to the Limited Partnership Agreement entered into among Shenzhen Huayou, Shenzhen OCT Huaxin, Dongguan Industrial Investment, Songshan Lake Venture Capital and Dongguan Industrial M&A, pursuant to which the Partnership was established for the purpose of investment.

EQUITY TRANSFER AGREEMENT

The Board is pleased to announce that on 12 June 2020, Shenzhen Huayou entered into the Equity Transfer Agreement with Happy Valley Cultural Tourism and the Partnership, pursuant to which Shenzhen Huayou has agreed to transfer 1% of the equity interest in the Partnership, representing a capital contribution of RMB3,000,000 by Shenzhen Huayou pursuant to the Limited Partnership Agreement, to Happy Valley Cultural Tourism at the Consideration of RMB3,000,185.40.

Upon completion of the Transfer, Shenzhen Huayou will own 43% of the equity interest in the Partnership with a total subscribed capital contribution of RMB129,000,000. Happy Valley Cultural Tourism will own 1% of the equity interest in the Partnership with a total subscribed capital contribution of RMB3,000,000.

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LISTING RULE IMPLICATIONS

As at the date of this announcement, Happy Valley Cultural Tourism is held as to 60% of equity interest by OCT Ltd.. OCT Ltd. owns 100% equity interest in OCT (HK), which in turn owns 100% equity interest in Pacific Climax, a controlling shareholder of the Company holding approximately 70.94% of the total issued share capital of the Company as at the date of this announcement. Therefore, Happy Valley Cultural Tourism is a connected person to the Company pursuant to Chapter 14A of the Listing Rules and the Transfer contemplated under the Equity Transfer Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) (other than the profits ratio) in respect of the Transfer contemplated under the Equity Transfer Agreement is more than 0.1% but less than 5%, the Transfer is subject to the reporting and announcement requirements but is exempt from the circular and independent Shareholders’ approval requirements under Rule 14A.76(2)(a) of the Listing Rules.

Reference is made to the announcement of the Company dated 6 March 2020 in relation to the Limited Partnership Agreement entered into among Shenzhen Huayou, Shenzhen OCT Huaxin, Dongguan Industrial Investment, Songshan Lake Venture Capital and Dongguan Industrial M&A, pursuant to which the Partnership was established for the purpose of investment.

THE EQUITY TRANSFER AGREEMENT

The Board is pleased to announce that on 12 June 2020, Shenzhen Huayou has entered into the Equity Transfer Agreement with Happy Valley Cultural Tourism and the Partnership, pursuant to which Shenzhen Huayou has agreed to transfer 1% of the equity interest in the Partnership to Happy Valley Cultural Tourism at the Consideration of RMB3,000,185.40.

The principal terms of the Equity Transfer Agreement are set out as follows:

Date

12 June 2020

Parties

• (1) Shenzhen Huayou (as transferor);

• (2) Happy Valley Cultural Tourism (as transferee); and

• (3) the Partnership

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Subject Matter

Pursuant to the Equity Transfer Agreement, Shenzhen Huayou, being a limited partner of the Partnership, agreed to transfer 1% of the equity interest in the Partnership, representing a capital contribution of RMB3,000,000 by Shenzhen Huayou to Happy Valley Cultural Tourism at the Consideration of RMB3,000,185.40.

Consideration and Payment Manner

Happy Valley Cultural Tourism shall pay into a bank account designated by Shenzhen Huayou the Consideration in full within five working days of the effective date of the Equity Transfer Agreement (i.e. 12 June 2020).

The Consideration was determined after arm’s length negotiations between Shenzhen Huayou and Happy Valley Cultural Tourism based on the appraised value of the Partnership of approximately RMB300,018,540 as at 30 April 2020 as set out in the valuation report issued by an independent and qualified PRC valuer using the asset based approach.

Upon completion of the Transfer, Shenzhen Huayou will own 43% of the equity interest in the Partnership with a total capital contribution of RMB129,000,000, and Happy Valley Cultural Tourism will own 1% of the equity interest with a total capital contribution of RMB3,000,000 in the Partnership.

The amount and proportion of the capital contribution subscribed by each of the Partners as at the date of this announcement and immediately after completion of the Transfer are set out below:

Partners Shenzhen OCT Huaxin (general partner, executive partner and fund manager) Limited partners Shenzhen Huayou Dongguan Industrial Investment Songshan Lake Venture Capital Dongguan Industrial M&A Happy Valley Cultural Tourism Total	As at the date of this announcement Total subscribed capital contribution Approximate %of capital contribution in the Partnership (RMB’000) 3,000 1% 132,000 44% 75,000 25% 60,000 20% 30,000 10% – – 300,000 100%	Immediately after completion of the Transfer Total subscribed capital contribution Approximate %of capital contribution in the Partnership (RMB’000) 3,000 1% 129,000 43% 75,000 25% 60,000 20% 30,000 10% 3,000 1% 300,000 100%

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FINANCIAL EFFECT OF THE TRANSFER AND USE OF PROCEEDS

Pursuant to the Limited Partnership Agreement, Shenzhen Huayou agreed to subscribe for a capital contribution of RMB132,000,000, representing 44% of the equity interest in the Partnership. 1% of the equity interest in the Partnership, being the corresponding capital contribution of RMB3,000,000, will be transferred to Happy Valley Cultural Tourism at the Consideration of RMB3,000,185.40 under the Equity Transfer Agreement. As at 30 April 2020, the carrying value of the Partnership amounted to approximately RMB300,018,540, which is the same as the appraised value of the Partnership as at 30 April 2020 as set out in the valuation report issued by an independent and qualified PRC valuer.

As the Consideration is the same as the carrying value of the 1% of equity interest in the Partnership as at 30 April 2020 (i.e. RMB3,000,185.40), it is expected that the Group will not record any net gain or net loss from the Transfer on completion of the Transfer.

The Board intends to use the proceeds from the Transfer as working capital.

INFORMATION ON THE GROUP

The principal business activity of the Company is investment holding. The Group is principally engaged in comprehensive development business (including the development and sale of residential properties, construction contract, property investment, and the development and operation of tourism theme park), equity investment and fund business, and finance lease business.

Shenzhen Huayou is an indirect wholly-owned subsidiary of the Company, which is established under the laws of the PRC with limited liability. It is principally engaged in investment and enterprise management consulting.

INFORMATION ON THE PARTNERSHIP AND HAPPY VALLEY CULTURAL TOURISM

The Partnership is a partnership established on 18 March 2020 pursuant to the Limited Partnership Agreement entered into among Shenzhen OCT Huaxin (an indirect wholly-owned subsidiary of the Company), Shenzhen Huayou, Dongguan Industrial Investment, Songshan Lake Venture Capital and Dongguan Industrial M&A. The purpose of the Partnership is to conduct equity investment, equity investment management, other equity investment related activities and facilitate the development of emerging industry, with a view to maximising the investment returns for the Partners. The Partnership will invest mainly in equity interest of companies in industries such as cultural tourism, cultural tourism technology, information technology, artificial intelligence, new retailing and modern education by subscribing their new shares or acquiring their existing shares. The Partnership may also invest in equity interest of non-listed companies through quasi-equity investments (e.g. preferred equity and convertible debt). As at the date of this announcement, the Partnership has not commenced any business.

Happy Valley Cultural Tourism is a company established under the laws of the PRC with limited liability, which is held as to 60% of equity interest by OCT Ltd., the shares of which are listed on the Shenzhen Stock Exchange. Happy Valley Cultural Tourism is principally engaged in the construction, operation and management of the Happy Valley theme parks and its theme park hotels.

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REASONS FOR AND BENEFIT OF THE TRANSFER

As Happy Valley Cultural Tourism is one of the leading theme park construction, operation and management companies in the PRC, the Directors believe that by admitting Happy Valley Cultural Tourism as a Partner can broaden the source of investment targets in the cultural tourism industry for the Partnership, and assist the Partnership in making investment decisions in the related industries.

Having considered the above, the Directors (including the independent non-executive Directors) are of the view that the terms of the Equity Transfer Agreement are on normal commercial terms or better (as defined in the Listing Rules) and are fair and reasonable, and the Equity Transfer Agreement is in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Happy Valley Cultural Tourism is held as to 60% of equity interest by OCT Ltd.. OCT Ltd. owns 100% equity interest in OCT (HK), which in turn owns 100% equity interest in Pacific Climax, a controlling shareholder of the Company holding approximately 70.94% of the total issued share capital of the Company as at the date of this announcement. Therefore, Happy Valley Cultural Tourism is a connected person to the Company pursuant to Chapter 14A of the Listing Rules and the Equity Transfer Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) (other than the profits ratio) in respect of the Transfer contemplated under the Equity Transfer Agreement is more than 0.1% but less than 5%, the Transfer is subject to the reporting and announcement requirements but is exempt from the circular and independent Shareholders’ approval requirements under Rule 14A.76(2)(a) of the Listing Rules.

BOARD’S APPROVAL

The Equity Transfer Agreement was approved by the Board. Since no Director has material interests in the Transfer contemplated under the Equity Transfer Agreement, none of the Directors abstained from voting at the Board’s meeting to approve the Equity Transfer Agreement.

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 “Business Day(s)” a day on which licensed banks in the PRC are open for business “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

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“connected person(s)”

“connected person(s)”	has the meaning ascribed to it under the Listing Rules
“Consideration”	the consideration for the Transfer in the sum of RMB3,000,185.40
	pursuant to the Equity Transfer Agreement
“controlling shareholder(s)”	has the meaning ascribed to it under the Listing Rules
“Director(s)”	the directors of the Company
“Dongguan Industrial	東莞市產業投資母基金有限公司(Dongguan City Industrial
Investment”	Investment Parent Fund Co., Ltd.), a company established in the
	PRC
“Dongguan Industrial M&A	東莞市倍增計劃產業併購母基金合夥企業（有限合夥）
	(Dongguan City Multiplier Program Industrial M&A Parent
	Fund Partnership (Limited Partnership)), a limited partnership
	established in the PRC
“Equity Transfer Agreement”	the equity transfer agreement dated 12 June 2020 entered into
	among Shenzhen Huayou, Happy Valley Cultural Tourism and the
	Partnership in relation to the Transfer
“Group”	the Company and its subsidiaries as at the date of this
	announcement
“Happy Valley Cultural	歡樂谷文化旅遊發展有限公司(Happy Valley Cultural Tourism
Tourism”	Development Co., Ltd.), a company established in the PRC
“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 Third Party(ies)”	parties independent of and not connected with the Company and
	its connected persons
“Limited Partnership	the partnership agreement dated 6 March 2020 entered into among
Agreement”	Shenzhen OCT Huaxin, Shenzhen Huayou, Dongguan Industrial
	Investment, Songshan Lake Venture Capital and Dongguan
	Industrial M&A in relation to the establishment of the Partnership
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange

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“OCT (HK)”	Overseas Chinese Town (HK) Company Limited, a company
	incorporated in Hong Kong with limited liability and wholly
	owned by OCT Ltd.
“OCT Group”	華僑城集團有限公司(Overseas Chinese Town Company
	Limited), a PRC state-owned company established in the PRC,
	and the holding company of OCT Ltd.
“OCT Ltd.”	深圳華僑城股份有限公司(Shenzhen Overseas Chinese Town
	Company Limited), a company established in the PRC, the shares
	of which are listed on the Shenzhen Stock Exchange
“Pacific Climax”	Pacific Climax Limited, a company incorporated in the British
	Virgin Islands with limited liability, which is a controlling
	Shareholder of the Company
“Partners”	Shenzhen OCT Huaxin, Shenzhen Huayou, Dongguan Industrial
	Investment, Songshan Lake Venture Capital and Dongguan
	Industrial M&A
“Partnership”	東莞市華僑城旅文科技投資合夥企業（有限合夥）(Dongguan
	City OCT Luwen Technology Investment Partnership (Limited
	Partnership)), a limited partnership established on 18 March 2020
	in Dongguan, PRC
“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
“Shenzhen OCT Huaxin”	深圳市華僑城華鑫股權投資管理有限公司(Shenzhen OCT
	Huaxin Equity Investment Management Limited), a company
	established in the PRC and an indirect wholly owned subsidiary
	of the Company
“Shenzhen Huayou”	深圳市華友投資有限公司(Shenzhen Huayou Investment
	Limited), a company established in the PRC and an indirect
	wholly owned subsidiary of the Company

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“Songshan Lake Venture 廣東省粵科松山湖創新創業投資母基金有限公司 (Guangdong Capital” Province Yueke Songshan Lake Innovation Venture Capital Parent Fund Co., Ltd.), a company established in the PRC “Stock Exchange” The Stock Exchange of Hong Kong Limited “Transfer” the transfer of 1% of the equity interest in the Partnership by Shenzhen Huayou to Happy Valley Cultural Tourism pursuant to the Equity Transfer Agreement “%” 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, 12 June 2020

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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