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.
DISCLOSEABLE TRANSACTION
PROVISION OF LOAN FACILITY TO AN INDEPENDENT THIRD PARTY
The Board is pleased to announce that on 19 August 2020, the Lender, an indirect wholly owned subsidiary of the Company, entered into the Loan Agreement with the Borrower, pursuant to which the Lender agreed to provide to the Borrower a loan facility of HK$300,000,000 for a term of 3 months.
As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Loan Facility granted to the Borrower under the Loan Agreement is more than 5% but less than 25%, the Loan Facility granted under the Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to reporting and announcement requirements under the Listing Rules.
On 19 August 2020, the Lender, an indirect wholly owned subsidiary of the Company, entered into the Loan Agreement with the Borrower, pursuant to which the Lender agreed to provide to the Borrower a loan facility of HK$300,000,000 for a term of 3 months.
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THE LOAN AGREEMENT
A summary of certain principal terms of the Loan Agreement are set out below.
Date: | 19 August 2020 |
Lender: | U Credit (HK) Limited, a company incorporated in Hong Kong |
with limited liability and an indirect wholly owned subsidiary of | |
the Company | |
Borrower: | Super Brilliant Investments Limited, a company incorporated in |
the British Virgin Islands with limited liability and is ultimately | |
and beneficially owned by the Guarantor | |
Principal amount: | HK$300,000,000 |
Interest rate: | 10% per annum with interest payable in monthly intervals |
Availability period: | available for drawdown on any Business Day within 30 Business |
Days of the date of the Loan Agreement | |
Maturity date: | 3 months from the date of the Loan Agreement, to be extendable |
for another three (3) months or subsequent three (3) month | |
period(s) or such other later date at the request of the Borrower | |
and agreed by the Lender in writing, and subject to such terms | |
and conditions to be agreed between the Lender and the | |
Borrower in writing |
Early repayment:
Security:
Guarantee:
the Borrower may give prior written notice that specifies the date of prepayment to the Lender and make an early repayment of all or part of the outstanding balance of the Loan Facility together with all interest accrued and unpaid thereon
- Second Legal Charge executed by the Mortgagor and the Borrower over a residential property located in Hong Kong
- Charge executed by the Borrower over shares in a company listed on the Main Board of the Stock Exchange and/or other assets (including but not limited to debt securities, bonds and notes) acceptable to the Lender
a guarantee executed by the Guarantor in favour of the Lender
The Loan Facility will be funded by internal resources of the Group.
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INFORMATION AND RELATIONSHIP WITH THE BORROWER, GUARANTOR AND THE MORTGAGOR
The Borrower
The Borrower is a company incorporated in the British Virgin Islands with limited liability and is ultimately and beneficially owned by the Guarantor. The principal business activity of the Borrower is investment holding.
The Guarantor
The Guarantor is (i) the sole director and the ultimate beneficial owner of the Borrower; and (ii) a director and a shareholder of the Mortgagor.
The Mortgagor
The Mortgagor is a company incorporated in the British Virgin Islands with limited liability and the entire issued share capital of which is owned by the Guarantor and his spouse, Ms. Zhang Xingmei. The principal business activity of the Mortgagor is investment holding.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Borrower, the Mortgagor and its ultimate beneficial owners, and the Guarantor are third parties independent of the Company and its connected persons at the date of this announcement.
REASON FOR AND BENEFITS OF THE PROVISION OF THE LOAN FACILITY
The Company is an investment holding company. The Group is principally engaged in the business of investments in securities, trading of commodities and electronic components, money lending as well as securities brokerage. The Lender is a licensed money lender holding a valid money lenders 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 (including the interest rate) were arrived at by the parties thereto after arm's length negotiations, with reference to prevailing commercial practice, the security provided and the amount of the Loan Facility. The Directors consider that the terms of the Loan Agreement are fair and reasonable and the provision of the Loan Facility is in the interest of the Company and the Shareholders as a whole.
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IMPLICATIONS UNDER THE LISTING RULES
As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Loan Facility granted to the Borrower under the Loan Agreement is more than 5% but less than 25%, the Loan Facility granted under the Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to reporting and announcement requirements under the Listing Rules.
DEFINITIONS | |
"Board" | Board of Directors of the Company |
"Borrower" | Super Brilliant Investments Limited, a company |
incorporated in the British Virgin Islands with | |
limited liability and is ultimately and beneficially | |
owned by the Guarantor | |
"Business Day(s)" | a day (excluding Saturday) on which banks are open |
for general business in Hong Kong | |
"Company" | China Strategic Holdings Limited, a company |
incorporated in Hong Kong 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 |
"Director(s)" | director(s) of the Company |
"Group" | the Company and its subsidiaries |
"Guarantor" | Mr. Dai Yongge, who is (i) the sole director and the |
ultimate beneficial owner of the Borrower; and (ii) a | |
director and a shareholder of the Mortgagor | |
"HK$" | Hong Kong dollar(s), the lawful currency of Hong |
Kong | |
"Hong Kong" | Hong Kong Special Administrative Region of the |
People's Republic of China |
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"Lender" | U Credit (HK) Limited, a company incorporated in |
Hong Kong with limited liability and an indirect | |
wholly owned subsidiary of the Company and a | |
licensed money lender under the Money Lenders | |
Ordinance (Chapter 163 of the Laws of Hong Kong) | |
"Listing Rules" | Rules Governing the Listing of Securities on the |
Stock Exchange | |
"Loan Agreement" | loan agreement dated 19 August 2020 entered into |
between the Lender and the Borrower in relation to | |
the provision of the Loan Facility | |
"Loan Facility" | loan facility in the principal amount of |
HK$300,000,000 granted by the Lender to the | |
Borrower pursuant to the Loan Agreement | |
"Mortgagor" | Flourish Time Limited, a company incorporated in |
the British Virgin Islands with limited liability, the | |
entire issued share capital of which is owned by the | |
Guarantor and his spouse, Ms. Zhang Xingmei | |
"Shareholders" | shareholders of the Company |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"%" | per cent. |
By Order of the Board
China Strategic Holdings Limited
Dr. Or Ching Fai
Chairman
Hong Kong, 19 August 2020
At the date of this announcement, the Board comprises one Non-executive Director, namely Dr. Or Ching Fai (Chairman); three Executive Directors, namely Mr. Sue Ka Lok (Chief Executive Officer), Ms. Lee Chun Yeung, Catherine and Mr. Chow Kam Wah; and three Independent Non-executive Directors, namely Ms. Ma Yin Fan, Mr. Chow Yu Chun, Alexander and Mr. Leung Hoi Ying.
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China Strategic Holdings Ltd. published this content on 19 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 August 2020 12:56:12 UTC