CST GROUP LIMITED 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.
NetMind Financial Holdings Limited 網智金控集團有限公司(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 985) DISCLOSEABLE TRANSACTION LOAN PARTICIPATIONOn 22 May 2017, the Participant entered into the Loan Participation Agreement with the Lender, pursuant to which the Participant paid to the Lender the amount of HK$250,000,000 as consideration for the purpose of acquiring the Participation Interest for participation in the Loans.
As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules with respect to the acquisition of the Participation Interest exceed 5% but not more than 25%, the acquisition of the Participation Interest constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to announcement and notification requirements under the Listing Rules.
BACKGROUNDOn 17 May 2017, the Lender acquired a loan from the bank (the "Bank"), all the Bank's title, benefit, rights and interests in all the monies owned by a group of related borrowers (the "Borrower 1"), in the amount of HK$515,424,352.08 (the "Loan 1"). The Loan 1 is secured by a mortgage of a block of building in Hong Kong (the "Property") and guarantees of Borrower 1.
On 17 May 2017, the Lender also agreed to make a term loan facility to the owner of the Property (the "Borrower 2") in the aggregate amount of HK$64,575,647.92 (the "Loan 2", together with Loan 1, the "Loans"). Loan 2 is secured by a further charge of the Property and guarantees of Borrower 1 in favour of the Lender.
On 22 May 2017, the Participant entered into the Loan Participation Agreement with the Lender, pursuant to which the Participant paid the Lender the amount of HK$250,000,000 as consideration (the "Consideration") for the purpose of acquiring the Participation Interest for participation in the Loans.
LOAN PARTICIPATION AGREEMENTPrincipal terms of the Loan Participation Agreement are set out as below:
Date | : | 22 May 2017 |
Participant | : | Sun Power Finance Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly owned subsidiary of the Company |
Lender | : | Company A, a company incorporated in British Virgin Islands with limited liability |
Consideration | : | HK$250,000,000 |
Participation Interest | : | an undivided ownership interest in the Loans in the amount of HK$250,000,000 or 43.10% of the Loans |
Interest rate under the Loans | : | 11.27% per annum |
Maturity date | : | the date falling 6 months from 17 May 2017 |
Repayment | : | the Participant shall share in all payments of principal and interest with respect to the Loans in proportion to its Participation Interest, which shall be paid by the Lender to the Participant promptly upon the Lender's receipt thereof, and until so paid shall be held in trust by the Lender for the benefit of the Participant |
The Consideration was funded by internal resources of the Group.
INFORMATION OF THE LENDERThe Lender is a company incorporated in British Virgin Islands with limited liability and is engage in the business of investment holdings. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Lender is an Independent Third Party and not connected with the Group.
REASONS FOR AND BENEFITS OF THE LOAN PARTICIPATIONThe principal business activities of the Group are (i) exploration, development and mining of copper and other mineral resources materials, (ii) investment in financial instruments, (iii) property investment, (iv) money lending and (v) e-logistics platform. The Participant is a licensed money lender holding a valid money lender licence under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) and is principally engaged in the business of money lending.
The acquisition of the Participation Interest is a transaction carried out as part of the ordinary and usual course of business of the Group.
The terms of the Loan Participation Agreement (including the interest rate) were arrived at by the parties thereto after arm's length negotiations, with reference to prevailing commercial practice. The Directors consider that the terms of the Loan Participation Agreement is fair and reasonable and the acquisition of the Participation Interest is in the interest of the Company and Shareholders as a whole.
LISTING RULES IMPLICATIONSAs one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules with respect to the acquisition of the Participation Interest exceed 5% but not more than 25%, the acquisition of the Participation Interest constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to announcement and notification requirements under the Listing Rules.
DEFINITIONSIn this announcement, the following expressions have the meanings set out below unless the context requires otherwise:
"Borrower 1" | Borrower A, a company incorporated in Bermuda with limited liability; Borrower B, a company incorporated in Hong Kong with limited liability; Borrower C, a company incorporated in Hong Kong with limited liability. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, Borrower A, B and C are all Independent Third Parties and not connected with the Group |
"Borrower 2" | Borrower D, a company incorporated in Hong Kong with limited liability and is the registered owner of the Property. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, Borrower D is an Independent Third Party and not connected with the Group |
"Company" | NetMind Financial Holdings Limited (網智金控集團有限公司), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange (stock code: 985) |
"Director(s)" | the director(s) of the Company |
"Group" | the Company and its subsidiaries |
"HK$" | Hong Kong dollars, 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)" | person(s) who or company(ies) together with its/their ultimate beneficial owner(s) which is/are third party(ies) independent of the Company and its connected person(s)(as defined under the Listing Rules) |
"Lender" | Company A, a company incorporated in British Virgin Islands with limited liability |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange |
"Loan Participation Agreement" | the loan participation agreement entered into between the Participant and the Lender on 22 May 2017 |
"Participant" | Sun Power Finance Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly owned subsidiary of the Company |
"Participation Interest" | an undivided ownership interest in the Loans in the amount of HK$250,000,000 or 43.10% of the Loans |
"Share(s)" | ordinary share(s) of HK$0.1 each in the share capital of the Company |
"Shareholder(s)" | holder(s) of the Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"%" | per cent |
By Order of the Board
NetMind Financial Holdings Limited Chiu TaoExecutive Director and Chairman
Hong Kong, 22 May 2017
As at the date of this announcement, the Board comprises (i) Mr. Chiu Tao (Chairman), Mr. Hui Richard Rui, Mr. Lee Ming Tung, Mr. Kwan Kam Hung, Jimmy, Mr. Yeung Kwok Yu, Mr. Tsui Ching Hung, Mr. Chen Weixing and Mr. Wah Wang Kei, Jackie as executive directors of the Company; and (ii) Mr. Yu Pan, Ms. Tong So Yuet, Ms. Ma Yin Fan and Mr. Leung Hoi Ying as independent non-executive directors of the Company.
NetMind Financial Holdings Ltd. published this content on 22 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 22 May 2017 10:27:27 UTC.
Original documenthttp://file.irasia.com/listco/hk/netmindfh/announcement/a170522.pdf
Public permalinkhttp://www.publicnow.com/view/942C49012FF797CEE3BD83207885ACC02C8C6B6C
