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

Apr 28, 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)

INSIDE INFORMATION POSSIBLE TRANSACTION IN RELATION TO FINANCE LEASE AND FACTORING FRAMEWORK AGREEMENT

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 ”).

The board (the “ Board ”) of directors (the “ Directors ”) of the Company resolved that OCT Financial Leasing Co., Ltd. (華僑城融資租賃有限公司) (“ OCT Financial Leasing ”), a direct wholly-owned subsidiary of the Company, intends to enter into a finance lease and factoring framework agreement (the “ Finance Lease and Factoring Framework Agreement ”) with Overseas Chinese Town Company Limited (華僑城集團有限公司) (“ OCT Group ”) in relation to provision of finance lease and factoring services by OCT Financial Leasing to OCT Group (the “ Possible Transaction ”).

Major terms of the Finance Lease and Factoring Framework Agreement

1. Subject of the transaction:

2. a. OCT Financial Leasing shall provide finance lease service to OCT Group in relation to equipment either owned by or to be purchased by to OCT Group; and

3. b. OCT Financial Leasing shall provide factoring service to OCT Group on certain receivables.

(together, the “ Financial Services ”)

1. Maximum transaction amounts (the “ Maximum Transaction Amount ”) in aggregate for the Financial Services: RMB1,000,000,000.

2. Term of the Finance Lease and Factoring Framework Agreement: one year from the date of the approval from the independent shareholders of the Company.

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1. Other salient terms:

2. a. In accordance with its operational needs, OCT Financial Leasing shall enter into individual agreement(s) (the “ Implementation Agreement(s) ”) in relation to the Financial Services with OCT Group, but in any event the aggregate contract amount pursuant to the Implementation Agreements shall not exceed the Maximum Transaction Amount.

3. b. The effective interest rate of the Financial Services (based on the interest rates and the relevant fees to be agreed under the Implementation Agreements) shall not be lower than: (i) the benchmark lending rates published by the People’s Bank of China (“ PBOC ”) at the time of entering into of the relevant Implementation Agreement; and (ii) the capital costs incurred by OCT Financial Leasing at the time of entering into of the relevant Implementation Agreement, which may be adjusted according to the adjustment of the benchmark lending rates published by PBOC for the same period.

Pacific Climax Limited is the controlling shareholder (as defined in the Listing Rules) of the Company, which, as at the date of this announcement, held approximately 70.94% of the total issued share capital of the Company, and is directly wholly owned by Overseas Chinese Town (HK) Company Limited (“ OCT (HK) ”). As Shenzhen Overseas Chinese Town Company Limited (深 圳華僑城股份有限公司) (“ OCT Ltd. ”) held 100% equity interest in OCT (HK) and OCT Group is the holding company of OCT Ltd., OCT Group is a connected person of the Company pursuant to Chapter 14A of the Listing Rules. Accordingly, the Finance Lease and Factoring Framework Agreement also constitutes continuing connected transactions of the Company.

The Possible Transaction, if materialised, may constitute a notifiable transaction and continuing connected transaction of the Company. The Board wishes to emphasise that as at the date of this announcement, no binding agreement with respect to the Possible Transaction has been entered into by the Company 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 Possible Transaction and it may or may not enter into a binding agreement with respect to the Possible Transaction, and even if it decides to do so, the Possible Transaction 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.

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

Hong Kong, 28 April 2020

As at the date of this announcement, the Board of the Company comprises seven Directors, including three executive Directors namely Mr. He Haibin, Ms. Xie Mei and Mr. Lin Kaihua; one non-executive Director namely Mr. Zhang Jing; three independent non-executive Directors namely Ms. Wong Wai Ling, Mr. Lam Sing Kwong Simon and Mr. Chu Wing Yiu.

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