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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.

(Incorporated in Bermuda with limited liability)


(Stock Code: 993)

DISCLOSEABLE TRANSACTION
PROVISION OF TERM LOAN FACILITIES

THE FACILITY AGREEMENTS

The Board announces that on 21 May 2017, the Company and the Borrower entered into
(i) the Facility Agreement A pursuant to which the Company agreed to provide the
Facility A to the Borrower; and (ii) the Facility Agreement B pursuant to which the
Company agreed to provide the Facility B to the Borrower.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in
respect of the provision of the Facilities on an aggregated basis exceed(s) 5% but all are
less than 25%, the entering into of the Facility Agreements and the provision of the
Facilities constitute a discloseable transaction for the Company under Chapter 14 of the
Listing Rules and are subject to the reporting and announcement requirements under the
Listing Rules.

The Board announces that on 21 May 2017, the Company and the Borrower entered into (i)
the Facility Agreement A pursuant to which the Company agreed to provide the Facility A
to the Borrower; and (ii) the Facility Agreement B pursuant to which the Company agreed to
provide the Facility B to the Borrower.

THE FACILITY AGREEMENTS

Save for the purpose of the Facilities, the other terms of the Facility Agreements are
identical. The principal terms of each of the Facility Agreements are as follows:

Date

21 May 2017

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Parties

(i) The Company, as lender; and

(ii) Hua Rong Bo Run International Investment Holdings Limited (


), as borrower.

As at the date of this announcement, the Borrower is owned as to 40% of its issued share
capital by the Company, and the Borrower is accounted an affiliate of the Company.

Subject Matter

Pursuant to each of the Facility Agreements, the Lender agreed to provide a term loan
facility in a principal amount of US$100,000,000 at an interest rate of seven (7) per cent.
per annum. The Facilities will be financed by internal resources of the Group.

Purpose of the Facilities

The Borrower shall apply all amounts borrowed by it under the Facility A towards general
corporate purposes and equity investment. The Borrower shall apply all amounts borrowed
by it under the Facility B towards general corporate purposes and debt investment.

Term of each of the Facilities

Each of the Facilities shall have an initial term of five (5) years commencing from the
Utilisation Date and ending on the Repayment Date, subject to an extension of two (2) years
if requested by the Borrower and agreed by the Lender.

Availability Period

Each of the Facilities shall be made available to the Borrower from and including the date of
the Facility Agreements to and including the date falling fifteen (15) calendar days after the
date of the Facility Agreements.

Conditions Precedent

Each of the Facilities will be made available by the Lender in one lump sum to the Borrower
on the Utilisation Date upon satisfaction, among others, of the following conditions
precedent:

(i) the Lender having received all documents and other evidences in the form and
substance satisfactory to the Lender and as set out in the respective Facility Agreement;

(ii) no event of default under the respective Facility Agreement is continuing or would
result from the proposed loan under the respective Facility; and

(iii) the representations in the respective Facility Agreement being true in all respects
(whether before or after giving effect to such proposed Facility).

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Security

Each of the Facilities will be secured by a charge over 20,000,000 ordinary shares of the
Borrower (representing 20% of the issued share capital of the Borrower) given by the
Chargor A in favour of the Lender as chargee; and a charge over 10,000,000 ordinary shares
of the Borrower (representing 10% of the issued share capital of the Borrower) given by the
Chargor B in favour of the Lender as chargee.

To the best of the knowledge, information and belief of the Directors having made all
reasonable enquiries, each of the Chargors and its ultimate beneficial owner are third parties
independent of the Company and its connected persons.

Repayment and Interest

Each of the Facilities shall be repaid in full to the Lender by the Borrower on the
Repayment Date. The Borrower shall pay interest on each of the Facilities on the last day of
each period of six (6) months commencing on the Utilisation Date.

Administrative Consultancy Fee

The Borrower shall pay to the Lender an administrative consultancy fee in an amount equal
to 0.5% of each of the Facilities on the Utilisation Date.

INFORMATION ON THE GROUP

The Company is an investment holding company incorporated in Bermuda with limited


liability. The Group is principally engaged in brokerage and dealing of securities, futures
and options contracts, margin financing, loan financing, financial advisory, investment,
provision of management and consultancy services.

INFORMATION ON THE BORROWER AND THE CHARGORS

The Borrower is a company incorporated in Hong Kong with limited liability. The principal
business of the Borrower is investment holding. The Borrower is owned as to 40% by the
Company, 40% by the Chargor A and 20% by the Chargor B.

Each of the Chargor A and the Chargor B is an investment holding entity.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The terms of the Facility Agreements (including the applicable interest rates) were arrived
upon arms length negotiations between the Lender and the Borrower having taken into
account the prevailing market interest rates and practices.

The Facilities will provide interest returns to the Lender which will result in reasonable
income to the Group via reasonable and satisfactory interest rate and charges. In view of the
above, the Directors consider that the terms of the Facility Agreements are normal
commercial terms and such terms are fair and reasonable and in the interests of the
Company and its Shareholders as a whole.

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LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in
respect of the provision of the Facilities on an aggregated basis exceed(s) 5% but all are less
than 25%, the entering into of the Facility Agreements and the provision of the Facilities
constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules
and are subject to the reporting and announcement requirements under the Listing Rules.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following words and
expressions shall have the following meanings when used herein:

Board the board of Directors

Borrower Hua Rong Bo Run International Investment Holdings


Limited (), a company
incorporated in Hong Kong with limited liability

Chargors the Chargor A and the Chargor B

Chargor A Cypress (HK) Company Limited (),


a company incorporated under the laws of Hong Kong with
limited liability

Chargor B Haoshun Group Limited (), a company


incorporated under the laws of the British Virgin Islands
with limited liability

Company Huarong International Financial Holdings Limited (


), a company incorporated in Bermuda
with limited liability, the issued shares of which are listed
on the Stock Exchange (stock code: 993)

connected person(s) has the meaning ascribed to it under the Listing Rules

Director(s) the director(s) of the Company

Facilities the Facility A and the Facility B

Facility A a term loan facility in the principal amount of


US$100,000,000 pursuant to the terms of the Facility
Agreement A

Facility Agreements the Facility Agreement A and the Facility Agreement B

Facility Agreement A the facility agreement dated 21 May 2017 entered into
between the Lender and the Borrower in relation to the
provision of the Facility A

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Facility Agreement B the facility agreement dated 21 May 2017 entered into
between the Lender and the Borrower in relation to the
provision of the Facility B

Facility B a term loan facility in the principal amount of


US$100,000,000 pursuant to the terms of the Facility
Agreement B

Group the Company and its subsidiaries

Hong Kong the Hong Kong Special Administrative Region of the


Peoples Republic of China

Listing Rules the Rules Governing the Listing of Securities on the Stock
Exchange

Repayment Date the date falling five (5) years after the Utilisation Date, or
such other date falling seven (7) years after the Utilisation
Date if agreed between both the Company and the Borrower
to extend the Repayment Date

Shareholder(s) the holder(s) of the issued shares of the Company

Stock Exchange The Stock Exchange of Hong Kong Limited

subsidiaries has the meaning ascribed to it under the Listing Rules

US$ United States dollars, the lawful currency of the United


States of America

Utilisation Date the date of utilisation of each of the Facilities, being the
date of which each of the Facilities is to be made by the
Lender

% per cent.

By order of the Board


Huarong International Financial Holdings Limited
Wang Qiang
Chairman

Hong Kong, 21 May 2017

As at the date of this announcement, the executive directors of the Company are Mr. Wang
Qiang, Mr. Lai Jinyu and Ms. Wang Wei, the non-executive director is Ms. Yu Xiaojing, and
the independent non-executive directors are Dr. Wong Tin Yau Kelvin, Mr. Ma Lishan and
Mr. Yeung Siu Keung.