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

Mar 6, 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)

DISCLOSEABLE TRANSACTION LIMITED PARTNERSHIP AGREEMENT

LIMITED PARTNERSHIP AGREEMENT

The Board is pleased to announce that on 6 March 2020, Shenzhen OCT Huaxin and Shenzhen Huayou, both of which are indirect wholly-owned subsidiaries of the Company, entered into the Limited Partnership Agreement with Dongguan Industrial Investment, Songshan Lake Venture Capital and Dongguan Industrial M&A in relation to the establishment of the Partnership for the purpose of investment.

The total capital contribution to be subscribed by all Partners to the Partnership is RMB300 million. The capital contribution subscribed by Shenzhen OCT Huaxin, Shenzhen Huayou, Dongguan Industrial Investment, Songshan Lake Venture Capital and Dongguan Industrial M&A will be RMB3,000,000, RMB132,000,000, RMB75,000,000, RMB60,000,000 and RMB30,000,000, respectively. Shenzhen OCT Huaxin is the general partner of the Partnership, and Shenzhen Huayou, Dongguan Industrial Investment, Songshan Lake Venture Capital and Dongguan Industrial M&A is the limited partners of the Partnership.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio calculated pursuant to Chapter 14 of the Listing Rules in respect of the transaction contemplated under the Limited Partnership Agreement exceeds 5% but less than 25%, the transaction contemplated under the Limited Partnership Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements but exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board is pleased to announce that on 6 March 2020, Shenzhen OCT Huaxin and Shenzhen Huayou, both of which are indirect wholly-owned subsidiaries of the Company, entered into the Limited Partnership Agreement with Dongguan Industrial Investment, Songshan Lake Venture Capital and Dongguan Industrial M&A in relation to the establishment of the Partnership for the purpose of investment.

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LIMITED PARTNERSHIP AGREEMENT

Principal terms of the Limited Partnership Agreement are set out as follows:

Date

6 March 2020

Parties

• (1) Shenzhen OCT Huaxin, as general partner, executive partner and fund manager;

• (2) Shenzhen Huayou, as limited partner;

• (3) Dongguan Industrial Investment, as limited partner;

• (4) Songshan Lake Venture Capital, as limited partner; and

• (5) Dongguan Industrial M&A, as limited partner.

Name of the Partnership

東莞市華僑城旅文科技投資合夥企業（有限合夥）(Dongguan City OCT Lüwen Technology Investment Partnership (Limited Partnership)) (the final name of which is subject to the approval of the administrative department for industry and commerce).

Term of the Partnership

The term of the Partnership will be seven (7) years from the date of registration of the Partnership, of which the first five (5) years will be the investment period and the last two (2) years will be the payback period.

Upon the motion of the executive partner and the unanimous consent of all Partners, the term of the Partnership may be extended for a period as agreed by the partners, but not exceeding two (2) years.

Purpose of the Partnership

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 maximise the investment returns for all the Partners.

The Partnership will invest mainly in equity interest of companies in the cultural tourism and cultural tourism technology industries by subscribing their new shares or acquiring their existing shares. The Partnership may also invest in equity interests of non-listed companies through quasiequity investments (e.g. preferred equity and convertible debt).

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Capital Commitment

The total capital contribution subscribed by all Partners to the Partnership is RMB300 million. The amount and proportion of the capital contribution subscribed by each of the Partners are set out below:

Partners Shenzhen OCT Huaxin Shenzhen Huayou Dongguan Industrial Investment Songshan Lake Venture Capital Dongguan Industrial M&A Total	Total subscribed capital contribution (RMB’000) 3,000 132,000 75,000 60,000 30,000 300,000	Approximate capital contribution in the Partnership 1% 44% 25% 20% 10% 100%

All the Partners shall pay up their respective capital contribution to the designated bank account of the Partnership according to the notice of payment issued by Shenzhen OCT Huaxin within twelve (12) months upon the date of issuance of the Partnership’s business license. The period between issuance date of the notice of payment and payment deadline shall not be shorter than fifteen (15) days.

The total amount of capital contribution to be made by each of the Partners to the Partnership was determined after arm’s length negotiations between the Partners, with reference to, among other things, the projected capital requirements of the Partnership after taking into consideration of: (i) the preliminary intended target size and number of investment projects, subject to the decisions of its investment committee and suitable opportunities arising; and (ii) the investment period of the Partnership for five years. The Group intends to finance its capital contribution by its internal resources and/or bank borrowings.

Management of the Partnership

Shenzhen OCT Huaxin, as the executive partner, general partner and the fund manager, is responsible for, among other things, convening and hosting the Partners’ meeting, recommending, nominating and appointing directors, supervisors, senior management and other personnel to the companies the Partnership invested in according to the terms of the transaction documents entered into by the Partnership and the relevant parties, selecting, deciding, executing and managing the investments, executing distribution plan according to the terms of the Limited Partnership Agreement or the resolutions at the Partners’ meeting, representing the Partnership in any litigations and arbitrations, and entering into agreements on behalf of the Partnership.

The limited partners shall not manage the businesses of the Partnership or conduct any activity in the Partnership’s name.

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An investment committee of the Partnership will be set up and can exercise the following power, including: making decision of the investment and withdrawal from investment of the Partnership, and review and approval of all project investments and equity interest adjustments. The investment committee consists of six (6) members. Shenzhen OCT Huaxin is entitled to appoint three (3) members, and each of Dongguan Industrial Investment, Songshan Lake Venture Capital and Dongguan Industrial M&A is entitled to appoint one (1) member. Save for resolutions in relation to transactions between the Partnership and related parties which shall be passed with unanimous consent by all the non-connected members of the investment committee, all the resolutions of the investment committee shall be passed upon the consent of four (4) members of the investment committee.

Partners’ meeting

The decisions in relation to the change of the terms of the Limited Partnership Agreement, increase or reduction of the amount of subscribed capital contribution, extension of the terms of the Partnership, introduction of new partners to the Partnership according to the terms of the Limited Partnership Agreement, and termination and dissolution of the Partnership shall be approved by unanimous consent of all the Partners at the Partners’ meeting. Save for the aforesaid matters, matters such as change of the members of the investment committee, entrusted institutions and auditors and other matters required to be approved at the Partners’ meeting pursuant to applicable laws and regulations and the terms of the Limited Partnership Agreement shall be resolved upon the consent of Partners whose paid-up capital contributions represent more than two-thirds of the total paid-up capital contributions of the Partnership.

Management Fees

During the investment period of the Partnership, the general partner shall be entitled to an annual management fee calculated at 2% of the paid-up capital of the Partnership after deducting the capital received from the exited investment projects. For the payback period of the Partnership, the annual management fee for the general partner shall be calculated at 1.5% of the paid-up capital of the Partnership after deducting the capital received from the exited investments. The Partnership shall pay the annual management fee to the general partner within thirty (30) working days before the end of each year.

The management fee is determined after arm’s length negotiation between the Partners with reference to common market rate of the fund management (0% to 2% per annum) and after taking into account of the scale of the Partnership and types of investment to be made by the Partnership.

Profit distribution and loss sharing

Profit distribution

The distributable income of the Partnership derived from each investment project (i.e. the investment income after deducting all costs incurred in the project) shall be distributed immediately after the exit of the project to the Partners in the following order and manner:

• (1) to all Partners of an amount equal to the paid-up capital contribution of the respective Partners;

• (2) if any balance left, it will be distributed to all Partners until the amount of distribution equals to an annualised rate of 8% on the paid-up capital contribution paid by the respective Partners (“ Threshold Rate of Return ”);

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• (3) if any balance left, it will be distributed to the general partner until the amount of distribution reaches 25% of the total Threshold of Return distributed to all Partners; and

• (4) if any balance left, 20% to the general partner and the remaining 80% to all Partners based on the proportion of their respective paid-up capital contribution.

The Threshold Rate of Return was determined after arm’s length negotiation among all Partners and with reference to the threshold rate of return, being 6% to 12%, commonly adopted by other limited partnership funds with similar size and types of investments in the PRC, which is calculated based on the annual reports of the private equity and venture capital firms in the PRC issued by a leading Chinese service provider of such field.

Loss sharing

The Partners shall bear the losses of the Partnership in proportion to their respective capital contribution. The limited partners shall bear the losses up to its capital contribution. If the total amount of their capital contribution is insufficient to cover the losses, the amount of losses that exceeds the total capital contribution shall be borne by the general partner.

Transfer of interest in the Partnership

According to the terms and conditions of the Limited Partnership Agreement, a limited partner may transfer its equity interest (in whole or in part) upon at least ten (10) days’ prior notice in writing to other Partners and approval by the Partners at the Partners’ meeting as stated in the paragraph headed “Partners’ meeting” above in this announcement. If the intended transferee is a related party of the retiring Partner, approval by the general partner will suffice. If the intended transferee is an independent party, the retiring Partner may transfer the equity interest to that intended transferee on conditions that approval by the Partners at the Partners’ meeting has been obtained and other Partners have waived their pre-emptive rights.

Dongguan Industrial Investment and Dongguan Industrial M&A can withdraw the Partnership without the approvals of other Partners upon the occurrence of the following event(s):

• (1) the Partnership fails to carry out investment business in accordance with the terms of the Limited Partnership Agreement;

• (2) the Partnership fails to complete the establishment procedure for more than a year since the effective date of the Limited Partnership Agreement;

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• (3) the Partnership fails to carry out its investment business for more than a year after the establishment of the Partnership and Dongguan Industrial Investment and Dongguan Industrial M&A have paid up their respective capital contribution in accordance with the terms of the Limited Partnership Agreement;

• (4) the scope and the stages of the investment projects are not in accordance with the terms of the Limited Partnership Agreement;

• (5) the operation of the Partnership is unlawful;

• (6) the Partnership has not completed the filing with the Asset Management Association of China (中國證券投資基金業協會) before the commencement of any outbound investments; or

• (7) there is any change which adversely and substantially affects the management capability of the general partner.

Unless otherwise specified in the Limited Partnership Agreement, the general partner shall not withdraw from the Partnership during the subsistence of the Partnership.

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 urbanisation industrial ecosphere 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.

Shenzhen OCT Huaxin 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 equity investment, fund management, investment management and entrusted asset management.

INFORMATION ON DONGGUAN INDUSTRIAL INVESTMENT, SONGSHAN LAKE VENTURE CAPITAL AND DONGGUAN INDUSTRIAL M&A

Dongguan Industrial Investment is a company established under the laws of the PRC with limited liability and is ultimately beneficially owned by Dongguan Municipal State-owned Assets Supervision and Administration Commission (東莞市人民政府國有資產監督管理委員會) (“ Dongguan State-owned Asset and Administration Commission ”). It is principally engaged in equity and debt investment, fund management, investment management and investment advisory.

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Songshan Lake Venture Capital is a company established under the laws of the PRC with limited liability and is ultimately beneficially owned by Guangdong Provincial People’s Government and Dongguan Songshan Lake High-tech Industrial Development Zone Administrative Committee (東 莞松山湖高新技術產業開發區管理委員會). It is principally engaged in equity investment, venture capital, investment advisory, and fund investment and management.

Dongguan Industrial M&A is a limited partnership established under the laws of the PRC with limited liability. It is held as to 66.666% by 東莞民投投資控股集團有限公司 (Dongguan Mintou Investment Holding Group Co, Ltd) (“ Dongguan Investment Holding ”), 33.333% by Dongguan Capital Industrial and 0.001% by CICC Capital Management Co., Ltd. (中金資本運營有限公 司). Dongguan Investment Holding is wholly-owned by 東莞民營投資集團有限公司 (Dongguan Minying Investment Group Co., Limited), a private limited company owned by several companies, which are all Independent Third Parties, with each of the company holding not more than 5% interest of 東莞民營投資集團有限公司. Dongguan Capital Industrial is ultimately beneficially owned by Dongguan State-owned Asset and Administration Commission. CICC Capital Management Co., Ltd. is a wholly-owned subsidiary of China International Capital Corporation Limited (中國國際金融股份有限公司, whose shares are listed on the main board of the Stock Exchange (Stock Code: 03908)). It is principally engaged in equity investment and management, venture capital and trust management of equity investment funds.

To the best information, knowledge and belief of the Directors, after having made all reasonable enquiries, Dongguan Industrial Investment, Songshan Lake Venture Capital and Dongguan Industrial M&A and their respective ultimate beneficial owners are Independent Third Parties.

REASONS FOR AND BENEFIT OF ENTERING INTO THE LIMITED PARTNERSHIP AGREEMENT

Setting up the Partnership can satisfy the investment needs of the Group on enterprises that exists in the early and middle stage of the urbanisation ecosystem industrial chain, which is in line with the Group’s strategic positioning. Furthermore, the major subscribers of the capital of the Partnership are government-guided fund and local industrial parent funds. The Group believes that it can achieve the purpose of efficient use of social capital as well as enlarging the Group’s investment leverage. It may also generate steady management fee income for the Company so as to expand its source of income.

Having considered the above, the Directors are of the view that the terms of the Limited Partnership Agreement are on normal commercial terms that are fair and reasonable, and the Limited Partnership Agreement is 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 transaction contemplated under the Limited Partnership Agreement exceeds 5% but less than 25%, the transaction contemplated under the Limited Partnership Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements but exempt from the shareholders’ approval requirement 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
“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
“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
“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	東莞市倍增計劃產業併購母基金合夥企業（有限合夥）(Dongguan
M&A”	City Multiplier Program Industrial M&A Parent Fund Partnership
	(Limited Partnership)), a limited partnership established in the PRC
“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 Third	parties independent of and not connected with the Company and its
Party(ies)”	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 formation of the Partnership
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Partners”	Shenzhen OCT Huaxin, Shenzhen Huayou, Dongguan Industrial
	Investment, Songshan Lake Venture Capital and Dongguan Industrial
	M&A

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• “Partnership” 東莞市華僑城旅文科技投資合夥企業（有限合夥）(Dongguan City OCT Lüwen Technology Investment Partnership (Limited Partnership)), (the final name of which is subject to the approval of the administrative department for industry and commerce), a limited partnership to be established in the 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

• “related party(ies)” a person or entity who has control, joint control, or significant influence over the relevant entity, or the other person or entity who is controlled, jointly controlled, or significantly influenced by the same person or entity

• “RMB” Renminbi, the lawful currency of the PRC “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 “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

• “Songshan Lake 廣東省粵科松山湖創新創業投資母基金有限公司 (Guangdong Venture 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 “%” per cent.

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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, 6 March 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 nonexecutive Directors.

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