RemeGen Co., Ltd. — Capital/Financing Update 2021

Dec 15, 2021

Hong Kong Exchange 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 ESTABLISHMENT OF A FUND

The Board is pleased to announce that on 15 December 2021, the Group entered into the Limited Partnership Agreement in relation to the establishment of the Fund.

The total capital contribution to be subscribed by all Partners to the Fund is RMB200,000,000. The capital contribution to be subscribed by OCT Huaxin, Shenzhen Huajing, Fogao Investment, Fogao Holding, Nanhai Industry, Shunde Shunsheng, Gaotou Yingju, Gaoming Xijiang Xincheng and Sanshui Zhongxin Technology will be RMB2,000,000, RMB68,000,000, RMB2,000,000, RMB58,000,000, RMB20,000,000, RMB20,000,000, RMB10,000,000, RMB10,000,000 and RMB10,000,000, respectively. OCT Huaxin will be the manager, an executive partner and a general partner of the Fund, Fogao Investment will be an executive partner and general partner of the Fund, Shenzhen Huajing, Fogao Holding, Nanhai Industry, Shunde Shunsheng, Gaotou Yingju, Gaoming Xijiang Xincheng and Sanshui Zhongxin Technology will be limited partners.

LISTING RULE 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.

The Board is pleased to announce that on 15 December 2021, the Group entered into the Limited Partnership Agreement in relation to the establishment of the Fund.

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ESTABLISHMENT OF A FUND

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

Date

15 December 2021

Parties

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

• (2) Fogao Investment, as general partner and executive partner;

• (3) Shenzhen Huajing, as limited partner;

• (4) Fogao Holding, as limited partner;

• (5) Nanhai Industry, as limited partner;

• (6) Shunde Shunsheng, as limited partner;

• (7) Gaotou Yingju, as limited partner;

• (8) Gaoming Xijiang Xincheng, as limited partner; and

• (9) Sanshui Zhongxin Technology, as limited partner.

To the best information, knowledge and belief of the Directors, after having made all reasonable enquiries, Fogao Investment, Fogao Holding, Nanhai Industry, Shunde Shunsheng, Gaotou Yingju, Gaoming Xijiang Xincheng and Sanshui Zhongxin Technology and their respective ultimate beneficial owners are Independent Third Parties.

Name of the Fund

佛山高鑫科技產業投資合夥企業(有限合夥) Foshan Gaoxin Technology Industry Investment Partnership Enterprise (Limited Partnership)* (the final name of which is subject to the approval of the administrative department for industry and commerce).

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Term of the Fund

The term of the Fund will be seven years, which can be extended for another year for up to two times upon agreement of all Partners.

Purpose and investment scope of the Fund

Purpose

The purpose of the Fund is to bring long term capital gain to all Partners by making equity investments.

Investment scope

Unless otherwise agreed by all Partners, the Fund shall invest (i) no less than 80% of its investment capital on strategic new industries like smart home, digital economy, robot, high-end manufacturing, and new material, and (ii) no more than 20% of its investment capital on the upgrade and transformation of the five industrial parks of the Foshan National Hi-tech Industrial Development Zone (佛山市國 家高新技術產業開發區一區五園).

The investment strategy of the Fund is diversification, balancing risk and return. The Fund will be required, inter alias, to invest with a cap of no more than 20% of the total subscribed capital of all Partners on a single project. Under no circumstances shall the Fund be permitted to invest in corporation or projects with unlimited liabilities, provide guarantee, or invest on listed securities, security investment fund, corporate debt with rating below AAA, trust products, non-capital guarantee products, insurance plan or other derivative products.

While the Fund has not yet identified any investment target and is not involved in any on-going negotiation on any potential investment, it is expected that the Fund will be investing (the “ Five Zones Investments ”) in each of the said five industrial parks in which Nanhai Industry, Shunde Shunsheng, Gaotou Yingju, Gaoming Xijiang Xincheng, and Sanshui Zhongxin Technology (the “ Five Representing Limited Partner ”) respectively operates.

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Capital Commitment

The total capital contribution subscribed by all Partners to the Fund is RMB200,000,000. The amount and proportion of the capital contribution subscribed by each of the Partners are set out below:

Partners OCT Huaxin Fogao Investment Shenzhen Huajing Fogao Holding Nanhai Industry Shunde Shunsheng Gaotou Yingju Gaoming Xijiang Xincheng Sanshui Zhongxin Technology Total	Total subscribed capital contribution (RMB’000) 2,000 2,000 68,000 58,000 20,000 20,000 10,000 10,000 10,000 200,000	Approximate proportion of capital contribution in the Fund 1% 1% 34% 29% 10% 10% 5% 5% 5% 100.00%

The Partners shall pay up their respective capital contribution after receiving contribution notices from executive partner and in any event no later than 12 months from the date of the Fund obtaining its business license.

The total amount of capital contribution subscribed by the Partners to the Fund was determined after arm’s length negotiations between the Partners and with reference to the willingness and available financial resources of Nanhai Industry, Shunde Shunsheng, Gaotou Yingju, Gaoming Xijiang Xincheng, and Sanshui Zhongxin Technology to participate in the Five Zones Investments, and the intended share of the Partners in the Fund.

Management of the Fund

OCT Huaxin as the manager of the Fund has the major responsibilities of seeking investors to the Fund, advising the general partners of the Fund on investment and disposal opportunities of the Fund, as well as on handling the procedural and compliance matters of the Fund. The Fund and the executive partners of the Fund will enter into a management entrustment agreement to entrust the aforesaid responsibilities to OCT Huaxin in due course.

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OCT Huaxin and Fogao Investment as the general and executive partners of the Fund are responsible for, among others, the daily operations and management of the Fund, save for matters that are within the power of the investment committee of the Fund. General partners of the Fund shall assume unlimited joint liabilities for the Fund’s debt.

The investment committee of the Fund is empowered to make final decision on the material investment matters and exit strategies of the Fund. In the event the Fund is investing in a project recommended by any of the Five Representing Limited Partners or in a project located in one of the five industry parks of the Foshan National Hi-tech Industrial Development Zone, then the Limited Partner making the recommendation or operating in the industry park concerned shall be entitled to appoint one projectspecific committee member to the investment committee of the Fund.

Fee payable to OCT Huaxin as manager of the Fund

Management fee shall be payable by the Fund to the manager of the Fund in advance within 15 business days from the deadline of Fund capital contribution or 1 January thereafter for each service year ending on 31 December. The fee shall be calculated as follows:

For the first five years (the investment period) of the Fund

(Total capital contributed by all Partners[–] investment capital recouped from the realization of investments made by the Fund) x 0.4%

For the sixth, seventh (the exit period) and the extending years of the Fund

(Total capital contributed by all Partners[–] investment capital recouped from the realization of investments made by the Fund) x 0.3%

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Fee payable to OCT Huaxin and Fogao Investment as executive partners of the Fund

A basic executive fee shall be calculated as follows:

For the first five years (the investment period) of the Fund

(Total capital contributed by all Partners[–] investment capital recouped from the realization of investments made by the Fund) x 1.6%

For the sixth, seventh (the exit period) and the extending years of the Fund

(Total capital contributed by all Partners[–] investment capital recouped from the realization of investments made by the Fund) x 1.2%

The capital contributed and recouped by the Five Representing Limited Partner considered in the above formulae of fee calculation shall be deemed to be reduced by the percentage (“ Adjustment Percentage ”) of the actual amount of Five Zones Investment made by the Fund that falls short of the target amount of Five Zones Investment, which is agreed by the Partners after arm’s length negotiation to be 1.3 times of the capital contributed by the Five Representing Limited Partner.

Executive fee shall be payable by the Fund to the executive partners of the Fund in advance within 15 business days from the Fund capital contribution deadline or 1 January thereafter for each service year ending on 31 December.

Partners’ meeting

The Partners’ meeting will be responsible for approving matters in relation to, among other things, merger, change of the organisation structure, withdrawal from or transfer of interest in Fund by general partners and early dissolution of the Fund.

Except for matters in relation to extension of the term of the Fund, disposal of non-investment assets of the Fund, withdrawal from or transfer of interest in Fund by general partners and early dissolution of the Fund which require unanimous consent of all Partners or limited partners (as the case may be), resolutions of the Partners’ meeting shall be passed by general partners and limited partners with subscribed capital of not less than two-third of the total subscribed capital of the limited partners.

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Profit distribution and loss sharing

Profit distribution

The distributable net-of-tax income of the Fund shall be shared by the Partners in the following order and manner:

• (1) to the Partners according to their actual capital contribution proportion of an amount up to the actual capital contribution paid by the respective Partners;

• (2) if there is any residual distributable income after (1), to the Partners according to the proportion of their actual capital contribution to the Fund up to an amount representing an annualized rate of return of 8% to their actual capital contribution to the Fund (the “ Return ”);

• (3) if there is any residual distributable income after (2), 80% of such residual to the Partners according to the proportion of their actual capital contribution to the Fund; 20% of such residual to the two general Partners according to the proportion of their actual capital contribution to the Fund, subject to a downward adjustment by the Adjustment Percentage.

According to a market study report on the PRC private equity and venture capital firms issued by a leading Chinese service provider that has been advising numerous limited partnership, venture capital, private equity, and strategic investors in the area of real estate investment, among other fields, since 2001, a majority of the investment vehicles will give annualized rates of return ranging from 6% to 12% cover a vast majority of the cases studied. These rates of return are consistent with the industry knowledge and experience of the Directors. Having considered such industry figures and knowledge and experience of the Directors, and after arm’s length negotiation between the Partners, it was agreed that the Partners shall enjoy an annualized basic return of 8% on their capital contributed and, if available, 80% of the return of the Fund in excess of the said 8% basic return and the general partners will enjoy the remaining extra return. Given the aforesaid, the Directors are of the view that the proposed income distribution of the Fund are fair and reasonable and in the interests of the Group.

Loss sharing

The Partners shall bear the losses up to their respective capital contributions subscribed by each Partner. If the total subscribed capital contributions are insufficient to cover the losses, the amount of losses exceeding the total subscribed capital contributions shall be borne by the general partners on an unlimited and joint basis.

Withdrawal from and transfer of interest in the Fund

No withdrawal from or transfer of interest in the Fund should be effected by limited partners without the prior unanimous consent of all Partners, except for transfer between any of the existing Partners and its associate. Other Partners shall have first right of refusal according to their actual capital contribution proportion on the interest of the Fund intended to be transferred by any existing Partner to a non-associate of such Partner.

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Admission of additional limited partners

Upon establishment of the Fund, the executive partners of the Fund shall have the right to admit new limited partners or accept additional capital contribution from existing limited partners, subject to a maximum additional capital of three times the total subscribed capital of the Fund at the time of first filing with 中國證券投資基金業協會 (The Asset Management Association of China*) within 12 months from the date of establishment of the Fund. Unless agreed by all Partners, the executive partners or manager of the Fund shall not admit new limited partners or accept additional capital contribution from existing limited partners after 12 months. The limited partners shall have first right of refusal according to their actual capital contribution proportion when the executive partners decide to increase the total subscribed capital of the Fund in accordance with the terms of the Limited Partnership Agreement.

INFORMATION ON THE GROUP

The principal business activity of the Company is investment holding. The Group is principally engaged in comprehensive development, equity investment and fund management. Equity investment and fund management involve direct equity investment and private equity fund investment in the primary market. Comprehensive development involves development and sale of residential properties, development and management of commercial properties, and development and operation of tourism projects.

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/investment and enterprise management consulting.

Shenzhen Huajing 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 industrial investment and establishment and investment consultancy.

INFORMATION ON FOGAO INVESTMENT, FOGAO HOLDING, NANHAI INDUSTRY, SHUNDE SHUNSHENG, GAOTOU YINGJU, GAOMING XIJIANG XINCHENG AND SANSHUI ZHONGXIN TECHNOLOGY

To the best of the Director’s information having made all reasonable enquiries, Fogao Investment is a company established under the laws of the PRC with limited liability and is an Independent Third Party ultimately controlled by 佛山高新技術產業開發區管理委員會 (the Management Committee of Foshan National Hi-tech Industrial Development Zone*). It is principally engaged in private equity and venture capital investment.

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To the best of the Director’s information having made all reasonable enquiries, Fogao Holding is a company established under the laws of the PRC with limited liability and is an Independent Third Party ultimately controlled by 佛山高新技術產業開發區管理委員會 (the Management Committee of Foshan National Hi-tech Industrial Development Zone*). It is principally engaged in the development and construction of the Foshan National Hi-tech Industrial Development Zone, the operation of the said zone’s franchise projects, and investment and financing activities.

To the best of the Director’s information having made all reasonable enquiries, Nanhai Industry is a company established under the laws of the PRC with limited liability and is an Independent Third Party ultimately controlled by 佛山市南海區國有資產監督管理局 (Foshan City Nanhai District Stateowned Assets Supervision and Administration Bureau*). It is principally engaged in private equity investment and asset management.

To the best of the Director’s information having made all reasonable enquiries, Shunde Shunsheng is a company established under the laws of the PRC with limited liability and is an Independent Third Party ultimately controlled by 佛山市順德高新技術產業開發區管理委員會 (the Management Committee of Foshan City Shunde Hi-tech Industrial Development Zone*). It is principally engaged in the development of 順德西部生態產業啟動區 (Shunde West Ecological Industrial Startup Zone).

To the best of the Director’s information having made all reasonable enquiries, Gaotou Yingju is a company established under the laws of the PRC with limited liability and is an Independent Third Party ultimately controlled by 佛山市禪城區國有資產監督管理局 (Foshan City Chancheng District State-owned Assets Supervision and Administration Bureau*). It is principally engaged in asset management, venture capital, development and construction.

To the best of the Director’s information having made all reasonable enquiries, Gaoming Xijiang Xincheng is a company established under the laws of the PRC with limited liability and is an Independent Third Party ultimately controlled by 佛山市高明區國有資產監督管理局 (Foshan City Gaoming District State-owned Assets Supervision and Administration Bureau*). It is principally engaged in land resources development, property development, operation, investment and civil engineering.

To the best of the Director’s information having made all reasonable enquiries, Sanshui Zhongxin Technology is a company established under the laws of the PRC with limited liability and is an Independent Third Party ultimately controlled by 廣東佛山三水工業園區管理委員會 (the Management Committee of Guangdong Foshan Sanshui Industrial Park*). It is principally engaged in investment, property lease, construction and operation.

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REASONS FOR AND BENEFIT OF ENTERING INTO THE LIMITED PARTNERSHIP AGREEMENT

Investment in funds is part of the Group’s ordinary business. Establishment of the Fund could allow the Group to generate more management fee income and to generate potential additional income through capital gain. Foshan is the core layout city of advanced manufacturing clusters (such as intelligent equipment and smart appliances), investment in related industry of Foshan will be beneficial to the Group in obtaining project resources of good quality and may generate decent investment return.

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 are 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.

DEFINITIONS

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

“ancillary documents” documents in relation to establishment, operation and management of the Fund to be entered into by the Group other than the Limited Partnership Agreement, including but not limited to the Cooperation Agreement and the Management Entrustment Agreement

“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)”	has the meaning ascribed to it under the Listing Rules
“Cooperation Agreement”	the cooperation agreement to be entered into between OCT Huaxin
	and Fogao Investment in relation to the operation of the Fund
“Director(s)”	the directors of the Company
“Fogao Holding”	廣東佛高控股有限公司(Guangdong Fogao Holding Limited*), a
	company established in the PRC
“Fogao Investment”	廣東佛高私募基金管理有限公司(Guangdong Fogao Private
	Equity Management Limited*), a company established in the PRC
“Fund”	佛山高鑫科技產業投資合夥企業(有限合夥) (Foshan Gaoxin
	Technology Industry Investment Partnership Enterprise (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, operated and managed pursuant to the
	Limited Partnership Agreement and ancillary documents
“Gaoming Xijiang Xincheng”	佛山市高明西江新城發展集團有限公司(Foshan City Gaoming
	Xijiang Xincheng Development Group Limited*), a company
	established in the PRC
“Gaotou Yingju”	佛山高投盈聚投資管理有限公司(Foshan Gaotou Yingju
	Investment Management Limited*), a company 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 Party(ies)”	parties independent of and not connected with the Company and
	its connected persons

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“Limited Partnership	the limited partnership agreement dated 15 December 2021 entered
Agreement”	into among OCT Huaxin, Shenzhen Huajing, Fogao Investment,
	Fogao Holding, Nanhai Industry, Shunde Shunsheng, Gaotou Yingju,
	Gaoming Xijiang Xincheng and Sanshui Zhongxin Technology in
	relation to the establishment of the Fund
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Management Entrustment	the management entrustment agreement to be entered into between
Agreement”	the Fund, OCT Huaxin and Fogao Investment upon establishment
	of the Fund in relation to entrustment of management of the Fund
	by the executive partners to OCT Huaxin in its capacity as the
	manager of the Fund
“Nanhai Industry”	佛山市南海產業發展投資管理有限公司(Foshan Nanhai Industry
	Development Investment Management Limited*), a company
	established in the PRC
“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
“Partners”	general partners and limited partners of the Fund, being OCT Huaxin,
	Shenzhen Huajing, Fogao Investment, Fogao Holding, Nanhai
	Industry, Shunde Shunsheng, Gaotou Yingju, Gaoming Xijiang
	Xincheng and Sanshui Zhongxin Technology at establishment
“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

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“Sanshui Zhongxin 佛山市三水中心科技工業園發展有限公司 (Foshan Sanshui Technology” Zhongxin Technology Industrial Park Development Limited), a company established in the PRC “Share(s)” the share(s) of the Company “Shareholder(s)” the shareholders of the Company “Shenzhen Huajing” 深圳市華京投資有限公司 (Shenzhen Huajing Investment Limited), a company established in the PRC and an indirect wholly-owned subsidiary of the Company “Shunde Shunsheng” 佛山市順德區順盛投資開發有限公司 (Foshan Shunde Shunsheng Investment Development Limited*), a company established in the PRC “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

• For identification only, 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 Zhang Dafan Chairman

Hong Kong, 15 December 2021

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; and Ms. Wong Wai Ling, Mr. Lam Sing Kwong Simon and Mr. Chu Wing Yiu as independent non-executive Directors.

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