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 PROVISION OF LOAN FACILITY

On 4 May 2017, the Lender entered into Loan Agreement A with the Borrower, pursuant to which the Lender agreed to provide to the Borrower the Loan Facility A (facility amount of HK$60,000,000).

On 10 May 2017, the Lender entered into Loan Agreement B with the Borrower, pursuant to which the Lender agreed to provide to the Borrower Loan Facility B (facility amount of HK$30,000,000).

The aggregate amount under Loan Agreement A and Loan Agreement B amounts to HK$90,000,000 (the "Loan Facilities") within a 12-month period. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules with respect to the grant of the Loan Facilities on an aggregated basis exceeds 5% but not more than 25%, the provision of the Loan Facilities constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to notification and announcement requirements under the Listing Rules.

LOAN AGREEMENT A

Principal terms of the Loan Agreement A are set out as below:

Date

:

4 May 2017

Lender

:

Sun Power Finance Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly owned subsidiary of the Company

Borrower

:

Company A

Principal amount

:

HK$60,000,000

Interest rate

:

7% per annum

Repayment date

:

12 months after the drawdown date

Guarantor

:

an individual who, to the best of the Directors' knowledge, information and belief having made all reasonable enquiry, is the ultimate beneficial owner of the Borrower and is independent of the Company and its connected persons as at the date of this announcement

LOAN AGREEMENT B

Principal terms of the Loan Agreement B are set out as below:

Date

:

10 May 2017

Lender

:

Sun Power Finance Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly owned subsidiary of the Company

Borrower

:

Company A

Principal amount

:

HK$30,000,000

Interest rate

:

7% per annum

Repayment date

:

12 months after the drawdown date

Guarantor

:

the same guarantor under Loan Agreement A, an individual who, to the best of the Directors' knowledge, information and belief having made all reasonable enquiry, is the ultimate beneficial owner of the Borrower and is independent of the Company and its connected persons as at the date of this announcement

The Loan Facilities were funded by internal resources of the Group.

INFORMATION OF THE BORROWER

The Borrower 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 of Director having made all reasonable enquiries, the Borrower is an Independent Third Party and not connected with the Group.

REASONS FOR AND BENEFITS OF THE PROVISION OF LOAN FACILITY

The 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 Lender 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 provision of the Loan Facility is a transaction carried out as part of the ordinary and usual course of business of the Group.

The terms of the Loan Agreement A and Loan Agreement B (including the interest rate) were arrived at by the parties thereto after arm's length negotiations, with reference to prevailing commercial practice and the amount of the respective loan facilities. The Directors consider that the terms of the Loan Agreement A and Loan Agreement B are fair and reasonable and the provision of the Loan Facilities is in the interest of the Company and Shareholders as a whole.

LISTING RULES IMPLICATIONS

The Loan Facilities in aggregate amounts to HK$90,000,000 within a 12-month period. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules with respect to the grant of the Loan Facilities on an aggregated basis exceeds 5% but not more than 25%, the provision of the Loan Facilities constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to notification and announcement requirements under the Listing Rules.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:

"Borrower"

Company A, a company incorporated in British Virgin Islands with limited liability and to the best of the Directors' knowledge, information and belief having made all reasonable enquiry, is 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"

Sun Power Finance Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly owned subsidiary of the Company

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange

"Loan Agreement A"

a loan agreement dated 4 May 2017 entered into between the Lender and the Borrower in relation to the provision of Loan Facility A

"Loan Agreement B"

a loan agreement dated 10 May 2017 entered into between the Lender and the Borrower in relation to the provision of Loan Facility B

"Loan Facility A"

the loan facility of principal amount up to HK$60,000,000 granted by the Lender to the Borrower pursuant to the Loan Agreement A

"Loan Facility B"

the loan facility of principal amount up to HK$30,000,000 granted by the Lender to the Borrower pursuant to the Loan Agreement B

"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 Tao

Executive Director and Chairman

Hong Kong, 10 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 10 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 10 May 2017 11:02:15 UTC.

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