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.
SHENG YE CAPITAL LIMITED
盛 業 資 本 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6069)
DISCLOSEABLE TRANSACTIONS -
ENTRY OF THE THIRD SUPPLEMENTAL REFACTORING AGREEMENT (CUSTOMER HJ), THE SUPPLEMENTAL FACTORING AGREEMENTS AND THE FACTORING AGREEMENT (CUSTOMER SHKX)
-
DISCLOSEABLE TRANSACTION - ENTRY OF THE THIRD SUPPLEMENTAL REFACTORING AGREEMENT (CUSTOMER HJ)
On 30 April 2021, SY Factoring, an indirectly wholly-owned subsidiary of the Company, entered into the Third Supplemental Refactoring Agreement (Customer HJ) with Customer HJ, pursuant to which the parties agreed to revise certain terms of the Previous Refactoring Agreement (Customer HJ) including the expiry date.
SY Factoring entered into the Previous Refactoring Agreements (Customer HJ) with Customer HJ on 29 March 2019, 30 April 2020 and 30 October 2020 in relation to the provision of the Comprehensive Financial Services. For details, please refer to the announcements dated 29 March 2019, 3 May 2020 and 30 October 2020 respectively and the circular dated 24 June 2019 of the Company. - DISCLOSEABLE TRANSACTIONS - ENTRY OF THE SUPPLEMENTAL FACTORING AGREEMENTS
- SECOND SUPPLEMENTAL FACTORING AGREEMENT (CUSTOMER HYJS)
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SECOND SUPPLEMENTAL FACTORING AGREEMENT (CUSTOMER HTJH)
On 30 April 2021, SY Factoring, an indirect wholly-owned subsidiary of the Company, entered into the Second Supplemental Factoring Agreement (Customer HYJS) and the Second Supplemental Factoring Agreement (Customer HTJH) with each of Customer HYJS and Customer HTJH respectively, pursuant to which the parties agreed to revise certain terms of the Previous Factoring Agreements (Customer HYJS) and the Previous Factoring Agreements (Customer HTJH), including the maximum credit limit, the interest rate and service fee rate and the expiry date.
- 1 -
Members of the Group, all of which are subsidiaries of the Company, entered into the Previous Factoring Agreements (Customer HYJS) and the Previous Factoring Agreements (Customer HTJH) with each of Customer HYJS and Customer HTJH on 29 March 2019 and 30 April 2020 respectively, in relation to the provision of the Comprehensive Financial Services. For details, please refer to the announcements of the Company dated 29 March 2019 and 3 May 2020 respectively and the circular dated 24 June 2019.
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SUPPLEMENTAL FACTORING AGREEMENT (CUSTOMER SZHY)
On 30 April 2021, SY Factoring, an indirect wholly-owned subsidiary of the Company, entered into the Supplemental Factoring Agreement (Customer SZHY) with Customer SZHY, pursuant to which the parties agreed to revise certain terms of the Previous Factoring Agreement (Customer SZHY), including the interest rate and the service fee rate and the expiry date.
SY Factoring entered into the Previous Factoring Agreement (Customer SZHY) with Customer SZHY on 1 May 2020 in relation to the provision of Comprehensive Financial Services. For details, please refer to the announcements of the Company dated 3 May 2020.
(IV) SUPPLEMENTAL FACTORING AGREEMENT (CUSTOMER SHMX)
On 30 April 2021, SY Factoring, an indirect wholly-owned subsidiary of the Company, entered into the Supplemental Factoring Agreement (Customer SHMX) with Customer SHMX, pursuant to which the parties agreed to revise certain terms of the Previous Factoring Agreement (Customer SHMX), including the interest rate and the service fee rate and the expiry date.
SY Factoring entered into the Previous Factoring Agreement (Customer SHMX) with Customer SHMX on 30 April 2020 in relation to the provision of Comprehensive Financial Services. For details, please refer to the announcements of the Company dated 3 May 2020.
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SUPPLEMENTAL FACTORING AGREEMENT (CUSTOMER HZSY)
On 30 April 2021, SY Factoring, an indirect wholly-owned subsidiary of the Company, entered into the Supplemental Factoring Agreement (Customer HZSY) with Customer HZSY, pursuant to which the parties agreed to revise certain terms of the Previous Factoring Agreement (Customer HZSY), including the maximum credit limit and the expiry date.
SY Factoring entered into the Previous Factoring Agreement (Customer HZSY) with Customer HZSY on 10 August 2020 in relation to the provision of Comprehensive Financial Services.
(VI) SUPPLEMENTAL FACTORING AGREEMENT (CUSTOMER NMGTH)
On 30 April 2021, SY Factoring, an indirect wholly-owned subsidiary of the Company, entered into the Supplemental Factoring Agreement (Customer NMGTH) with Customer NMGTH, pursuant to which the parties agreed to revise certain terms of the Previous Factoring Agreement (Customer NMGTH), including the maximum credit limit and the expiry date.
- 2 -
SY Factoring entered into the Previous Factoring Agreement (Customer NMGTH) with Customer NMGTH on 1 May 2020 in relation to the provision of Comprehensive Financial Services. For details, please refer to the announcements of the Company dated 3 May 2020.
(VII) SUPPLEMENTAL FACTORING AGREEMENT (CUSTOMER CYHN)
On 30 April 2021, SY Factoring, an indirect wholly-owned subsidiary of the Company, entered into the Supplemental Factoring Agreement (Customer CYHN) with Customer CYHN, pursuant to which the parties agreed to revise certain terms of the Previous Factoring Agreement (Customer CYHN), including the maximum credit limit and the expiry date.
SY Factoring entered into the Previous Factoring Agreement (Customer CYHN) with Customer CYHN on 28 April 2020 in relation to the provision of Comprehensive Financial Services.
- DISCLOSEABLE TRANSACTION - ENTRY OF THE FACTORING AGREEMENT (CUSTOMER SHKX)
On 30 April 2021, SY Factoring, an indirect wholly-owned subsidiary of the Company, entered into the Factoring Agreement (Customer SHKX) with Customer SHKX, pursuant to which SY Factoring Group agreed to grant a revolving and comprehensive credit limit of RMB500,000,000 to Customer SHKX and its associated companies pursuant to the terms of the Factoring Agreement (Customer SHKX).
LISTING RULES IMPLICATIONS
The entry of the Second Supplemental Factoring Agreement (Customer HYJS) and the Second Supplemental Factoring Agreement (Customer HTJH) were aggregated under Rule 14.22 of the Listing Rules because Customer HYJS and Customer HTJH are controlled by the same de facto controller. As one or more of the percentage ratios (as defined in the Listing Rules) exceeds 5%, but is less than 25%, the entry of the Second Supplemental Factoring Agreement (Customer HYJS) and the Second Supplemental Factoring Agreement (Customer HTJH) constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
As one or more of the applicable percentage ratios (as defined in the Listing Rules) in relation to the entry of each of the Third Supplemental Refactoring Agreement (Customer HJ), the Supplemental Factoring Agreements and the Factoring Agreement (Customer SHKX) exceeds 5%, but is less than 25%, the entry of each of the Third Supplemental Refactoring Agreement (Customer HJ), the Supplemental Factoring Agreements and the Factoring Agreement (Customer SHKX) constitutes a discloseable transaction for the Company under the Listing Rules, and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules only.
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DISCLOSEABLE TRANSACTION - ENTRY OF THE THIRD SUPPLEMENTAL REFACTORING AGREEMENT (CUSTOMER HJ)
Second Supplemental Refactoring Agreement (Customer HJ)
On 30 October 2020, SY Factoring entered into the Second Supplemental Refactoring Agreement (Customer HJ) with the Customer HJ, pursuant to which i) the expiry date of the Comprehensive Financial Services with a credit limit of RMB1,000,000,000, which was provided by SY Factoring and its associated companies to the Customer HJ being secured by the accounts receivables assigned to the Customer HJ from the factoring customers of the Customer HJ, was revised from 31 October 2020 to 30 April 2021; and ii) the interest rate and service fee rate was revised from not more than 15% per annum to not more than 12% per annum.
As at the Latest Practicable Date, RMB916.5 million under the Previous Refactoring Agreements (Customer HJ) remained outstanding.
For details of the Previous Refactoring Agreements (Customer HJ), please refer to the announcements dated 29 March 2019, 3 May 2020 and 30 October 2020 respectively and the circular dated 24 June 2019 of the Company.
Third Supplemental Refactoring Agreement (Customer HJ)
On 30 April 2021, SY Factoring entered into the Third Supplemental Refactoring Agreement (Customer HJ) with Customer HJ, pursuant to which the parties agreed to revise certain terms of the Previous Refactoring Agreements (Customer HJ) including the expiry date.
Save as disclosed in this announcement, all the terms of the Previous Refactoring Agreements (Customer HJ) shall remain unchanged in all material respects and are in full force and effect.
The principal terms of the Third Supplemental Refactoring Agreement (Customer HJ) are set out as below:
Date: | 30 April 2021 | |
Parties: | (1) | Customer HJ, a company established in the PRC with limited |
liability and is principally engaged in the business of commercial | ||
factoring. As at the date of this announcement, to the best | ||
knowledge of the Directors after making all reasonable enquiries, | ||
the ultimate beneficial owner of Customer is Wong Yuk ( 黃煜) | ||
who is a merchant and an Independent Third Party; and | ||
(2) | SY Factoring | |
Credit limit: | RMB1,000,000,000 | |
Type of credit limit: | Revolving |
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Interest rate per | Not more than 12% (including tax) |
annum: | |
Expiry date of the | 31 October 2021 |
credit limit: |
Basis of determination of the credit limit
The credit limit under the Third Supplemental Refactoring Agreement (Customer HJ) was determined by the parties based on arm's length negotiation by considering, among others, the capital needs of Customer HJ, the amount of accounts receivables owned by Customers HJ which is of sufficient values (being more than or equal to the amounts of utilization of the credit limit) as security for the provision of the Comprehensive Financial Services and the quality of the accounts receivables owned by Customer HJ.
Basis of determination of the interest rate
The interest rate under the Third Supplemental Refactoring Agreement (Customer HJ) was determined by the parties on arm's length negotiation by considering, among others, i) the credit rating of Customer HJ and the debtors of the accounts receivables owned by Customer HJ: the Group will generally determine the interest rate based on the credit rating of customers and the debtors of the accounts receivables. The higher the credit rating, the lower the interest rate. The credit ratings of Customer HJ and the debtors were assessed internally by the Group's risk management department which considered that the credit ratings of Customer HJ and the debtors of the accounts receivables were good without any overdue situation; and ii) the credit period: the Group will also take into account the credit period when determining the interest rate. The shorter the credit period, the lower the credit risk.
- DISCLOSEABLE TRANSACTIONS - ENTRY OF THE SUPPLEMENTAL FACTORING AGREEMENTS
- SECOND SUPPLEMENTAL FACTORING AGREEMENT (CUSTOMER HYJS)
-
SECOND SUPPLEMENTAL FACTORING AGREEMENT (CUSTOMER HTJH)
Supplemental Factoring Agreement (Customer HYJS) and Supplemental Factoring Agreement (Customer HTJH)
On 30 April 2020, SY Factoring entered into the Supplemental Factoring Agreement (HYJS) and the Supplemental Factoring Agreement (Customer HTJH) with each of Customer HYJS and Customer HTJH respectively, pursuant to which i) the credit limit to be granted to Customer HYJS and Customer HTJH and their respective associated companies jointly was revised from RMB400,000,000 to RMB300,000,000; ii) the interest rate and service fee rate was revised to not more than 13% per annum; iii) the scope of services to be provided by SY Factoring Group was expanded to the Comprehensive Financial Services; and iv) the expiry date was revised from 30 April 2020 to 30 April 2021.
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As at the Latest Practicable Date, RMB198.0 million under the Previous Factoring Agreements (Customer HYJS) and the Previous Factoring Agreements (Customer HTJH) remained outstanding.
For details of the Previous Factoring Agreements (Customer HYJS) and the Previous Factoring Agreements (Customer HTJH), please refer to the announcement of the Company dated 29 March 2019 and 3 May 2020 respectively and the circular of the Company dated 24 June 2019.
Second Supplemental Factoring Agreement (Customer HYJS) and Second Supplemental Factoring Agreement (Customer HTJH)
On 30 April 2021, SY Factoring entered into the Second Supplemental Factoring Agreement (HYJS) and the Second Supplemental Factoring Agreement (Customer HTJH) with each of Customer HYJS and Customer HTJH respectively, pursuant to which the parties agreed to revise certain terms of the agreements, including the credit limit to be granted to Customer HYJS and Customer HTJH jointly, the interest rate and service fee rate and the expiry date.
Save as disclosed in this announcement, all the terms of the Previous Factoring Agreements (Customer HYJS) and the Previous Factoring Agreements (Customer HTJH) shall remain unchanged in all material respects and are in full force and effect.
The principal terms of the Second Supplemental Factoring Agreement (HYJS) and the Second Supplemental Factoring Agreement (Customer HTJH) are set out as below:
Second Supplemental Factoring | Second Supplemental Factoring | |||
Agreement (Customer HYJS) | Agreement (Customer HTJH) | |||
Date: | 30 April 2021 | |||
Parties: | (1) | Customer HYJS, a | (1) | Customer HTJH, a |
company established in the | company established in | |||
PRC with limited liability | the PRC with limited | |||
and is principally engaged | liability and is principally | |||
in the business of trading | engaged in the business of | |||
of metals and construction | sale of ore products and | |||
metals. As at the date of | chemicals. As at the date | |||
this announcement, to | of this announcement, to | |||
the best knowledge of the | the best knowledge of the | |||
Directors after making | Directors after making | |||
all reasonable enquiries, | all reasonable enquiries, | |||
the ultimate beneficial | the ultimate beneficial | |||
owner of Customer HYJS | owner of Customer HTJH | |||
is Wu Songmin ( 吳松民) | is Wu Songmin ( 吳松民) | |||
who is a merchant and an | who is a merchant and an | |||
Independent Third Party; | Independent Third Party; | |||
and | and | |||
(2) | SY Factoring | (2) | SY Factoring |
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Credit limit:
Type of credit limit:
Sum of interest rate and service fee rate per annum:
an aggregate of RMB400,000,000 to be jointly utilized by Customer HYJS and Customer HTJH and their respective associated companies
Revolving
Not more than 15% (including tax)
Expiry date of the credit | 30 April 2022 |
limit: |
Basis of determination of the credit limits
The credit limits under each of the Second Supplemental Factoring Agreement (Customer HYJS) and the Second Supplemental Factoring Agreement (Customer HTJH) were determined by the parties based on arm's length negotiation by considering, among others, the capital needs of Customer HYJS, Customer HTJH and their respective associated companies, the amounts of accounts receivables owned by Customer HYJS and Customer HTJH which are of sufficient values (being more than or equal to the amounts of utilization of the credit limit) as security for the provision of the Comprehensive Financial Services and the quality of the accounts receivables owned by Customer HYJS and Customer HTJH and their respective associated companies.
Basis of determination of the interest rate and the service fee rate
The interest rate and the service fee rate under the Second Supplemental Factoring Agreement (Customer HYJS) and the Second Supplemental Factoring Agreement (Customer HTJH) were determined by the parties on arm's length negotiation by considering, among others, i) the credit rating of Customer HYJS, Customer HTJH and the debtors of the accounts receivables of Customer HYJS, Customer HTJH and their respective associated companies: the Group will generally determine the interest rate and the service fee rate based on the credit rating of customers and the debtors of the accounts receivables. The higher the credit rating, the lower the interest rate and the service fee rate. The credit ratings of Customer HYJS, Customer HTJH and the debtors were assessed internally by the Group's risk management department which considered that the credit ratings of Customer HYJS, Customer HTJH and the debtors of the accounts receivables were good without any overdue situation; and ii) the credit period: the Group will also take into account the credit period when determining the interest rate and the service fee rate. The shorter the credit period, the lower the credit risk.
-
SUPPLEMENTAL FACTORING AGREEMENT (CUSTOMER SZHY) Previous Factoring Agreement (Customer SZHY)
On 1 May 2020, SY Factoring entered into the Previous Factoring Agreement (Customer SZHY) with the Customer SZHY, pursuant to which SY Factoring and its associated companies agreed to provide the Comprehensive Financial Services with a credit limit of RMB300,000,000 to the Customer SZHY and its associated companies being secured by the accounts receivables owned by the Customer SZHY and its associated companies.
- 7 -
As at the Latest Practicable Date, RMB25.0 million under the Previous Factoring Agreement (Customer SZHY) remained outstanding.
For details of the Previous Factoring Agreement (Customer SZHY), please refer to the announcement of the Company dated 3 May 2020.
Supplemental Factoring Agreement (Customer SZHY)
On 30 April 2021, SY Factoring entered into the Supplemental Factoring Agreement (Customer SZHY) with Customer SZHY pursuant to which the parties agreed to revise certain terms of the Previous Factoring Agreement (Customer SZHY), including, the interest rate and the service fee rate and the expiry date.
Save as disclosed above, all the terms of the Previous Factoring Agreement (Customer SZHY) shall remain unchanged in all material respects and in full force and effect.
The principal terms of the Supplemental Factoring Agreement (Customer SZHY) are set out as below:
Date:
Parties:
Credit limit:
Type of credit limit:
Sum of interest rate and service fee rate per annum:
Expiry date of the credit limit:
30 April 2021
-
Customer SZHY, a company established in the PRC with limited liability and is principally engaged in the business of purchase and sales of construction and decoration materials. As at the date of this announcement, to the best knowledge of the Directors after
making all reasonable enquiries, the ultimate beneficial owner of Customer SZHY is Huang Rixing ( 黃日興) who is an merchant and an Independent Third Party; and - SY Factoring
RMB300,000,000
Revolving
Not more than 15% (including tax)
30 April 2022
- 8 -
Basis of determination of the credit limit
The credit limit under the Supplemental Factoring Agreement (Customer SZHY) was determined by the parties based on arm's length negotiation by considering, among others, the capital needs of Customer SZHY and its associated companies, the amount of accounts receivables owned by Customer SZHY which is of sufficient values (being more than or equal to the amounts of utilization of credit limit) as security for the provision of the Comprehensive Financial Services and the quality of accounts receivables owned by Customer SZHY and its associated companies.
Basis of determination of the interest rate and the service fee rate
The interest rate and the service fee rate under the Supplemental Factoring Agreement (Customer SZHY) were determined by the parties on arm's length negotiation by considering, among others,
- the credit rating of Customer SZHY and the debtors of the accounts receivables of Customer SZHY and its associated companies: the Group will generally determine the interest rate and the service fee rate based on the credit rating of customers and the debtors of the accounts receivables. The higher the credit rating, the lower the interest rate and the service fee rate. The credit ratings of Customer SZHY and the debtors were assessed internally by the Group's risk management department which considered that the credit ratings of Customer SZHY and the debtors of the accounts receivables were good without any overdue situation; and ii) the credit period: the Group will also take into account the credit period when determining the interest rate and the service fee rate. The shorter the credit period, the lower the credit risk.
(IV) SUPPLEMENTAL FACTORING AGREEMENT (CUSTOMER SHMX)
Previous Factoring Agreement (Customer SHMX)
On 30 April 2020, SY Factoring entered into the Previous Factoring Agreement (Customer SHMX) with the Customer SHMX, pursuant to which SY Factoring and its associated companies agreed to provide the Comprehensive Financial Services with a credit limit of RMB300,000,000 to the Customer SHMX and its associated companies being secured by the accounts receivables owned by the Customer SHMX and its associated companies.
As at the Latest Practicable Date, RMB281.0 million under the Previous Factoring Agreement (Customer SHMX) remained outstanding.
For details of the Previous Factoring Agreement (Customer SHMX), please refer to the announcement of the Company dated 3 May 2020.
Supplemental Factoring Agreement (Customer SHMX)
On 30 April 2021, SY Factoring entered into the Supplemental Factoring Agreement (Customer SHMX) with Customer SHMX pursuant to which the parties agreed to revise certain terms of the Previous Factoring Agreement (Customer SHMX), including, the interest rate and the service fee rate and the expiry date.
Save as disclosed above, all the terms of the Previous Factoring Agreement (Customer SHMX) shall remain unchanged in all material respects and in full force and effect.
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The principal terms of the Supplemental Factoring Agreement (Customer SHMX) are set out as below:
Date:
Parties:
Credit limit:
Type of credit limit:
Sum of interest rate and service fee rate per annum:
30 April 2021
-
Customer SHMX, a company established in the PRC with limited liability and is principally engaged in the business of trading of minerals, metals, petroleum products and materials of construction. As at the date of this announcement, to the best knowledge of
the Directors after making all reasonable enquiries, the ultimate beneficial owner of Customer SHMX is Dong Chenguang (董晨光) who is an merchant and an Independent Third Party; and - SY Factoring
RMB300,000,000
Revolving
Not more than 15% (including tax)
Expiry date of the | 30 April 2022 |
credit limit: |
Basis of determination of the credit limit
The credit limit under the Supplemental Factoring Agreement (Customer SHMX) was determined by the parties based on arm's length negotiation by considering, among others, the capital needs of Customer SHMX and its associated companies, the amount of accounts receivables owned by Customer SHMX which is of sufficient values (being more than or equal to the amounts of utilization of credit limit) as security for the provision of the Comprehensive Financial Services and the quality of accounts receivables owned by Customer SHMX and its associated companies.
Basis of determination of the interest rate and the service fee rate
The interest rate and the service fee rate under the Supplemental Factoring Agreement (Customer SHMX) were determined by the parties on arm's length negotiation by considering, among others,
- the credit rating of Customer SHMX and the debtors of the accounts receivables of Customer SHMX and its associated companies: the Group will generally determine the interest rate and the service fee rate based on the credit rating of customers and the debtors of the accounts receivables. The higher the credit rating, the lower the interest rate and the service fee rate. The credit ratings of Customer SHMX and the debtors were assessed internally by the Group's risk management department which considered that the credit ratings of Customer SHMX and the debtors of the accounts receivables were good without any overdue situation; and ii) the credit period: the Group will also take into account the credit period when determining the interest rate and the service fee rate. The shorter the credit period, the lower the credit risk.
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-
SUPPLEMENTAL FACTORING AGREEMENT (CUSTOMER HZSY) Previous Factoring Agreement (Customer HZSY)
On 10 August 2020, SY Factoring entered into the Previous Factoring Agreement (Customer HZSY) with the Customer HZSY, pursuant to which SY Factoring and its associated companies agreed to provide the Comprehensive Financial Services with a credit limit of RMB200,000,000 to the Customer HZSY and its associated companies being secured by the accounts receivables owned by the Customer HZSY and its associated companies.
As at the Latest Practicable Date, RMB30.2 million under the Previous Factoring Agreement (Customer HZSY) remained outstanding.
Supplemental Factoring Agreement (Customer HZSY)
On 30 April 2021, SY Factoring entered into the Supplemental Factoring Agreement (Customer HZSY) with Customer HZSY pursuant to which the parties agreed to revise certain terms of the Previous Factoring Agreement (Customer HZSY), including, the credit limit to be granted to the Customer HZSY and its associated companies and the expiry date.
Save as disclosed above, all the terms of the Previous Factoring Agreement (Customer HZSY) shall remain unchanged in all material respects and in full force and effect.
The principal terms of the Supplemental Factoring Agreement (Customer HZSY) are set out as below:
Date:
Parties:
Credit limit:
Type of credit limit:
Sum of interest rate and service fee rate per annum:
Expiry date of the credit limit:
30 April 2021
-
Customer HZSY, a company established in the PRC with limited liability and is principally engaged in the business of the sales of steel, construction materials and decoration products. As at the date of this announcement, to the best knowledge of the Directors
after making all reasonable enquiries, the ultimate beneficial owner of Customer HZSY is Zheng Xuebin ( 鄭學彬) who is an merchant and an Independent Third Party; and - SY Factoring
RMB300,000,000
Revolving
Not more than 15% (including tax)
30 April 2022
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Basis of determination of the credit limit
The credit limit under the Supplemental Factoring Agreement (Customer HZSY) was determined by the parties based on arm's length negotiation by considering, among others, the capital needs of Customer HZSY and its associated companies, the amount of accounts receivables owned by Customer HZSY which is of sufficient values (being more than or equal to the amounts of utilization of credit limit) as security for the provision of the Comprehensive Financial Services and the quality of accounts receivables owned by Customer HZSY and its associated companies.
Basis of determination of the interest rate and the service fee rate
The interest rate and the service fee rate under the Supplemental Factoring Agreement (Customer HZSY) were determined by the parties on arm's length negotiation by considering, among others,
- the credit rating of Customer HZSY and the debtors of the accounts receivables of Customer HZSY and its associated companies: the Group will generally determine the interest rate and the service fee rate based on the credit rating of customers and the debtors of the accounts receivables. The higher the credit rating, the lower the interest rate and the service fee rate. The credit ratings of Customer HZSY and the debtors were assessed internally by the Group's risk management department which considered that the credit ratings of Customer HZSY and the debtors of the accounts receivables were good without any overdue situation; and ii) the credit period: the Group will also take into account the credit period when determining the interest rate and the service fee rate. The shorter the credit period, the lower the credit risk.
(VI) SUPPLEMENTAL FACTORING AGREEMENT (CUSTOMER NMGTH)
Previous Factoring Agreement (Customer NMGTH)
On 1 May 2020, SY Factoring entered into the Previous Factoring Agreement (Customer NMGTH) with the Customer NMGTH, pursuant to which SY Factoring and its associated companies agreed to provide the Comprehensive Financial Services with a credit limit of RMB400,000,000 to the Customer NMGTH and its associated companies being secured by the accounts receivables owned by the Customer NMGTH and its associated companies.
As at the Latest Practicable Date, RMB261.9 million under the Previous Factoring Agreement (Customer NMGTH) remained outstanding.
For details of the Previous Factoring Agreement (Customer NMGTH), please refer to the announcement of the Company dated 3 May 2020.
Supplemental Factoring Agreement (Customer NMGTH)
On 30 April 2021, SY Factoring entered into the Supplemental Factoring Agreement (Customer NMGTH) with Customer NMGTH pursuant to which the parties agreed to revise certain terms of the Previous Factoring Agreement (Customer NMGTH), including, the credit limit to be granted to the Customer NMGTH and its associated companies and the expiry date.
Save as disclosed above, all the terms of the Previous Factoring Agreement (Customer NMGTH) shall remain unchanged in all material respects and in full force and effect.
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The principal terms of the Supplemental Factoring Agreement (Customer NMGTH) are set out as below:
Date:
Parties:
Credit limit:
Type of credit limit:
Sum of interest rate and service fee rate per annum:
30 April 2021
-
Customer NMGTH, a company established in the PRC with limited liability and is principally engaged in the business of sales of medicine and medical equipment. As at the date of this announcement, to the best knowledge of the Directors after making all reasonable enquiries, the ultimate beneficial owner
of Customer NMGTH is C.Q. Pharmaceutical Holdings Co., Ltd. ( 重藥控股股份有限公司) which is A-share listed company in the PRC with stock code of 000950.SZ and an Independent Third Party; and - SY Factoring
RMB500,000,000
Revolving
Not more than 15% (including tax)
Expiry date of the | 30 April 2022 |
credit limit: |
Basis of determination of the credit limit
The credit limit under the Supplemental Factoring Agreement (Customer NMGTH) was determined by the parties based on arm's length negotiation by considering, among others, the capital needs of Customer NMGTH and its associated companies, the amount of accounts receivables owned by Customer NMGTH which is of sufficient values (being more than or equal to the amounts of utilization of credit limit) as security for the provision of the Comprehensive Financial Services and the quality of accounts receivables owned by Customer NMGTH and its associated companies.
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Basis of determination of the interest rate and the service fee rate
The interest rate and the service fee rate under the Supplemental Factoring Agreement (Customer NMGTH) were determined by the parties on arm's length negotiation by considering, among others,
- the credit rating of Customer NMGTH and the debtors of the accounts receivables of Customer NMGTH and its associated companies: the Group will generally determine the interest rate and the service fee rate based on the credit rating of customers and the debtors of the accounts receivables. The higher the credit rating, the lower the interest rate and the service fee rate. The credit ratings of Customer NMGTH and the debtors were assessed internally by the Group's risk management department which considered that the credit ratings of Customer NMGTH and the debtors of the accounts receivables were good without any overdue situation; and ii) the credit period: the Group will also take into account the credit period when determining the interest rate and the service fee rate. The shorter the credit period, the lower the credit risk.
(VII) SUPPLEMENTAL FACTORING AGREEMENT (CUSTOMER CYHN)
Previous Factoring Agreement (Customer CYHN)
On 28 April 2020, SY Factoring entered into the Previous Factoring Agreement (Customer CYHN) with the Customer CYHN, pursuant to which SY Factoring and its associated companies agreed to provide the Comprehensive Financial Services with a credit limit of RMB30,000,000 to the Customer CYHN and its associated companies being secured by the accounts receivables owned by the Customer CYHN and its associated companies.
As at the Latest Practicable Date, RMB14.7 million under the Previous Factoring Agreement (Customer CYHN) remained outstanding.
Supplemental Factoring Agreement (Customer CYHN)
On 30 April 2021, SY Factoring entered into the Supplemental Factoring Agreement (Customer CYHN) with Customer CYHN pursuant to which the parties agreed to revise certain terms of the Previous Factoring Agreement (Customer CYHN), including, the credit limit to be granted to the Customer CYHN and its associated companies and the expiry date.
Save as disclosed above, all the terms of the Previous Factoring Agreement (Customer CYHN) shall remain unchanged in all material respects and in full force and effect.
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The principal terms of the Supplemental Factoring Agreement (Customer CYHN) are set out as below:
Date:
Parties:
Credit limit:
Type of credit limit:
Sum of interest rate and service fee rate per annum:
30 April 2021
-
Customer CYHN, a company established in the PRC with limited liability and is principally engaged in the business of the sales of medicine and medical equipment. As at the date of this announcement, to the best knowledge of the Directors after
making all reasonable enquiries, the ultimate beneficial owner of Customer CYHN is Shang Liqun ( 尚 麗 群) who is an merchant and an Independent Third Party; and - SY Factoring
RMB500,000,000
Revolving
Not more than 15% (including tax)
Expiry date of the | 30 April 2022 |
credit limit: |
Basis of determination of the credit limit
The credit limit under the Supplemental Factoring Agreement (Customer CYHN) was determined by the parties based on arm's length negotiation by considering, among others, the capital needs of Customer CYHN and its associated companies, the amount of accounts receivables owned by Customer CYHN which is of sufficient values (being more than or equal to the amounts of utilization of credit limit) as security for the provision of the Comprehensive Financial Services and the quality of accounts receivables owned by Customer CYHN and its associated companies.
Basis of determination of the interest rate and the service fee rate
The interest rate and the service fee rate under the Supplemental Factoring Agreement (Customer CYHN) were determined by the parties on arm's length negotiation by considering, among others,
- the credit rating of Customer CYHN and the debtors of the accounts receivables of Customer CYHN and its associated companies: the Group will generally determine the interest rate and the service fee rate based on the credit rating of customers and the debtors of the accounts receivables. The higher the credit rating, the lower the interest rate and the service fee rate. The credit ratings of Customer CYHN and the debtors were assessed internally by the Group's risk management department which considered that the credit ratings of Customer CYHN and the debtors of the accounts receivables were good without any overdue situation; and ii) the credit period: the Group will also take into account the credit period when determining the interest rate and the service fee rate. The shorter the credit period, the lower the credit risk.
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DISCLOSEABLE TRANSACTIONS - ENTRY OF THE FACTORING AGREEMENT (CUSTOMER SHKX)
On 30 April 2021, SY Factoring entered into the Factoring Agreement (Customer SHKX) with Customer SHKX, pursuant to which SY Factoring Group granted a comprehensive credit limit of RMB500,000,000 to Customer SHKX and its associated companies. The provision of the Comprehensive Financial Services is secured by the accounts receivables owned by Customer SHKX and its associated companies.
The principal terms of the Factoring Agreement (Customer SHKX) are set out as below:
Date:
Parties:
Credit limit:
Type of credit limit:
Sum of interest rate and service fee rate per annum:
30 April 2021
-
Customer SHKX, a company established in the PRC with limited liability and is principally engaged in the business of sales of minerals and metal products. As at the date of this announcement, to the best knowledge of the Directors after making all reasonable
enquires, the ultimate beneficial owner of Customer SHKX is Zhang Yuanshao ( 張元少) who is a merchant and an Independent Third Party; and - SY Factoring
RMB500,000,000
Revolving
Not more than 12% (including tax)
Expiry date of the | 30 April 2022 |
credit limit: |
Basis of determination of the credit limit
The credit limit under the Factoring Agreement (Customer SHKX) was determined by the parties based on arm's length negotiation by considering, among others, the capital needs of Customer SHKX and its associated companies, the amount of accounts receivables owned by Customer SHKX which is of sufficient values (being more than or equal to the amounts of utilization of the credit limit) as security for the provision of Comprehensive Financial Services and quality of accounts receivables owned by Customer SHKX and its associated companies.
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Basis of determination of the interest rate and the service fee rate
The interest rate and the service fee rate under the Factoring Agreement (Customer SHKX) were determined by the parties on arm's length negotiation by considering, among others, i) the credit rating of Customer SHKX and the debtors of the accounts receivables of Customer SHKX and its associated companies: the Group generally will determine the interest rate and the service fee rate based on the credit rating of customers and the debtors of the accounts receivables. The higher the credit rating, the lower the interest rate and the service fee rate. The credit ratings of Customer SHKX and the debtors were assessed internally by the Group's risk management department which considered that the credit ratings of Customer SHKX and the debtors of the accounts receivables were good without any overdue situation; and ii) the credit period: the Group will also take into account the credit period when determining the interest rate and the service fee rate. The shorter the credit period, the lower the credit risk.
REASONS FOR THE ENTRY OF THE THIRD SUPPLEMENTAL REFACTORING AGREEMENT (CUSTOMER HJ), THE SUPPLEMENTAL FACTORING AGREEMENTS AND THE FACTORING AGREEMENT (CUSTOMER SHKX)
The Group is a leading supply chain fintech platform provider of one-stop SaaS and financial services solutions for companies within the industry esosystem across the Asia-Pacific. Powered by fintech capabilities and an in-depth understanding of the industries it serves, the Group partners with various funding institutions to offer a range of flexible accounts receivable-based supply chain financing products and corporate services to meet the significant and underserved financing needs of SMEs in the region.
Owing to its business need, each of the Customers negotiated with the Group for the provision of the Comprehensive Financial Services. Since each of the Customers is able to provide the accounts receivables as securities for the Comprehensive Financial Services to the Group, upon the request of each of the Customers and upon the approval of such request by the Group after assessment on the quality of their accounts receivables owned by each of the Customers, SY Factoring entered into the each of the Third Supplemental Refactoring Agreements (Customer HJ), the Supplemental Factoring Agreements and the Factoring Agreements (Customer SHKX) with each of the Customers, respectively. The entry of each of the Third Supplemental Refactoring Agreements (Customer HJ), the Supplemental Factoring Agreements and the Factoring Agreements (Customer SHKX) are in the ordinary course of business of the Group, they will contribute profit to the Company over the financing term and are beneficial to the Group in its business expansion and establishment of long-term business relationship with each of the Customers.
Further, the Directors noted that (i) in view of the good credit rating of the Customers and taking into account the risk assessment being carried out by the Group, granting of the credit limits would not pose significant risk to the operation and the financial position of the Group; (ii) the annual interest rate and service fee (if any) are in line with the market practice; (iii) the credit rating of the debtors of the accounts receivables being the securities of the Comprehensive Financial Services were good without any default; and (iv) the Group has comprehensive approval and risk assessment procedures, sound internal control system and established credit risk control policies in place which take into account internal and external factors to determine the approval of Comprehensive Financial Services.
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In view of the above, the Directors are of the view that the entry of each of the Third Supplemental Refactoring Agreements (Customer HJ), the Supplemental Factoring Agreements and the Factoring Agreements (Customer SHKX) are in the ordinary and usual course of business of the Group, and are on normal commercial terms. The Directors (including the independent non-executive Directors) are of the view that the terms of each of the Third Supplemental Refactoring Agreements (Customer HJ), the Supplemental Factoring Agreements and the Factoring Agreements (Customer SHKX) are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.
LISTING RULES IMPLICATIONS
The entry of the Second Supplemental Factoring Agreement (Customer HYJS) and the Second Supplemental Factoring Agreement (Customer HTJH) were aggregated under Rule 14.22 of the Listing Rules because Customer HYJS and Customer HTJH are controlled by the same de facto controller. As one or more of the percentage ratios (as defined in the Listing Rules) exceeds 5%, but is less than 25%, the entry of the Second Supplemental Factoring Agreement (Customer HYJS) and the Second Supplemental Factoring Agreement (Customer HTJH) constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
As one or more of the applicable percentage ratios (as defined in the Listing Rules) in relation to the entry of each of the Third Supplemental Refactoring Agreement (Customer HJ), the Supplemental Factoring Agreements and the Factoring Agreement (Customer SHKX) exceeds 5%, but is less than 25%, the entry of each of the Third Supplemental Refactoring Agreement (Customer HJ), the Supplemental Factoring Agreements and the Factoring Agreement (Customer SHKX) constitutes a discloseable transaction for the Company under the Listing Rules, and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules only.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following respective meanings.
"associate(s)" | has the meaning ascribed to it under the Listing Rules |
"Board" | the board of Directors of the Company |
"Company" | Sheng Ye Capital Limited, an exempted company incorporated in the |
Cayman Islands with limited liability, whose Shares are listed on the | |
Main Board of the Stock Exchange with stock code: 6069 | |
"Comprehensive Financial | accounts receivables related financial services, including but not limited |
Services" | to the provision of factoring, refactoring and guarantee services |
"connected person(s)" | has the meaning ascribed to it under the Listing Rules |
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"Customer CYHN" | 重 藥 控 股 ( 湖 南) 有 限 公 司 (C.Q. Pharmaceutical Holdings (Hunan) |
Limited*), a company established in the PRC with limited liability | |
"Customer HJ" | 弘 基 商 業 保 理 ( 深 圳) 有 限 公 司 (Hongji Commercial Factoring |
(Shenzhen) Limited*), a company established in the PRC with limited | |
liability. Please refer to Customer A, Customer HJ and Customer in the | |
announcements of the Company dated 29 March 2019, 3 May 2020 and | |
30 October 2020 respectively | |
"Customer HTJH" | 恒泰迦禾貿易有限公司 (Hengtai Jiahe Trading Limited*), a company |
established in the PRC with limited liability. Please refer to Customer | |
I and Customer HTJH in the announcements of the Company dated 29 | |
March 2019 and 3 May 2020 respectively | |
"Customer HYJS" | 北 京 華 億 金 水 貿 易 有 限 公 司 (Beijing Huayi Jinshui Trading |
Limited*), a company established in the PRC with limited liability. | |
Please refer to Customer G and Customer HYJS in the announcements of | |
the Company dated 29 March 2019 and 3 May 2020 respectively | |
"Customer HZSY" | 北京匯眾雙盈商貿有限公司 (Beijing Huizhong Shuangying Trading |
Limited*), a company established in the PRC with limited liability | |
"Customer NMGTH" | 重 慶 醫 藥 集 團 內 蒙 古 天 和 醫 藥 有 限 公 司 (C.Q. Pharmaceutical |
Group Neimenggu Tianhe Pharmaceutical Limited*), a company | |
established in the PRC with limited liability. Please refer to Customer | |
NMGTH in the announcement of the Company dated 3 May 2020 | |
"Customer SHKX" | 上 海 昆 熙 實 業 有 限 公 司 (Shanghai Kunxi Industrial Limited*), a |
company established in the PRC with limited liability | |
"Customer SHMX" | 上 海 沐 瑄 實 業 有 限 公 司 (Shanghai Muxuan Industrial Limited*), a |
company established in the PRC with limited liability. Please refer to | |
Customer SHMX in the announcement of the Company dated 3 May | |
2020 | |
"Customer SZHY" | 深 圳 市 皇 悅 建 材 有 限 公 司 (Shenzhen Huangyue Construction |
Materials Limited*), a company established in the PRC with limited | |
liability. Please refer to Customer SZHY in the announcement of the | |
Company dated 3 May 2020 | |
"Customers" | collectively, Customer HJ, Customer CYHN, Customer HTJH, Customer |
HYJS, Customer HZSY, Customer NMGTH, Customer SHKX, Customer | |
SHMX and Customer SZHY | |
"Directors" | the director(s) of the Company |
"Factoring Agreement | the factoring agreement entered into between SY Factoring and Customer |
(Customer SHKX)" | SHKX on 30 April 2021 |
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"Group" | the Company and its subsidiaries |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"Independent Third | the independent third party(ies) who is/are, to the best of the Directors' |
party(ies)" | knowledge, information and belief having made all reasonable enquiries, |
independent of and not connected with the Company and the connected | |
person(s) of the Company | |
"Latest Practicable Date" | 27 April 2021, being the latest practicable date prior to the release of this |
announcement for ascertaining certain information contained herein | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange |
"PRC" | the People's Republic of China, for the purpose of this announcement |
only, excludes Hong Kong, Macau Special Administrative Region of the | |
PRC and Taiwan | |
"Previous Factoring | collectively, the factoring agreement entered into between SY Shenzhen |
Agreements (Customer | Factoring Limited* ( 盛業 ( 深圳) 商業保理有限公司) and Customer |
HTJH)" | HTJH dated 29 March 2019 and the Supplemental Factoring Agreement |
(Customer HTJH) | |
"Previous Factoring | collectively, the factoring agreement entered into between SY Shenzhen |
Agreements (Customer | Factoring Limited* ( 盛業 ( 深圳) 商業保理有限公司) and Customer |
HYJS)" | HYJS dated 29 March 2019 and the Supplemental Factoring Agreement |
(Customer HYJS) | |
"Previous Factoring | the factoring agreement entered into between SY Factoring and Customer |
Agreement (Customer | HZSY dated 10 August 2020 |
HZSY)" | |
"Previous Factoring | the factoring agreement entered into between SY Factoring and Customer |
Agreement (Customer | NMGTH dated 1 May 2020 |
NMGTH)" | |
"Previous Factoring | the factoring agreement entered into between SY Factoring and Customer |
Agreement (Customer | SHMX dated 30 April 2020 |
SHMX)" | |
"Previous Factoring | the factoring agreement entered into between SY Factoring and Customer |
Agreement (Customer | SZHY dated 1 May 2020 |
SZHY)" |
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"Previous Refactoring | collectively, i) the refactoring agreement dated 29 March 2019; ii) the |
Agreements (Customer | supplemental refactoring agreement dated 30 April 2020; and iii) the |
HJ)" | Second Supplemental Refactoring Agreement (Customer HJ), all of |
which were entered into between SY Factoring and Customer HJ | |
"RMB" | Renminbi, the lawful currency of the PRC |
"Second Supplemental | the second supplemental factoring agreement entered into between SY |
Factoring Agreement | Factoring and Customer HTJH dated 30 April 2021 |
(Customer HTJH)" | |
"Second Supplemental | the second supplemental factoring agreement entered into between SY |
Factoring Agreement | Factoring and Customer HYJS dated 30 April 2021 |
(Customer HYJS)" | |
"Second Supplemental | the second supplemental refactoring agreement entered into between SY |
Refactoring Agreement | Factoring and Customer HJ dated 30 October 2020 |
(Customer HJ)" | |
"Shareholders" | the holders of the Shares |
"Shares" | ordinary share(s) having a par value of HK$0.01 each in the capital of |
the Company | |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Supplemental Factoring | collectively, the Supplemental Factoring Agreement (Customer |
Agreements" | CYHN), the Supplemental Factoring Agreement (Customer HZSY), |
the Supplemental Factoring Agreement (Customer NMGTH), the | |
Supplemental Factoring Agreement (Customer SHMX), the Supplemental | |
Factoring Agreement (Customer SZHY), the Second Supplemental | |
Factoring Agreement (Customer HTJH) and the Second Supplemental | |
Factoring Agreement (Customer HYJS) | |
"Supplemental Factoring | the supplemental factoring agreement entered into between SY Factoring |
Agreement (Customer | and Customer CYHN dated 30 April 2021 |
CYHN)" | |
"Supplemental Factoring | the supplemental factoring agreement entered into between SY Factoring |
Agreement (Customer | and Customer HTJH dated 30 April 2020 |
HTJH)" | |
"Supplemental Factoring | the supplemental factoring agreement entered into between SY Factoring |
Agreement (Customer | and Customer HYJS dated 30 April 2020 |
HYJS)" |
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"Supplemental Factoring | the supplemental factoring agreement entered into between SY Factoring |
Agreement (Customer | and Customer HZSY dated 30 April 2021 |
HZSY)" | |
"Supplemental Factoring | the supplemental factoring agreement entered into between SY Factoring |
Agreement (Customer | and Customer NMGTH dated 30 April 2021 |
NMGTH)" | |
"Supplemental Factoring | the supplemental factoring agreement entered into between SY Factoring |
Agreement (Customer | and Customer SHMX dated 30 April 2021 |
SHMX)" | |
"Supplemental Factoring | the supplemental factoring agreement entered into between SY Factoring |
Agreement (Customer | and Customer SZHY dated 30 April 2021 |
SZHY)" | |
"SY Factoring" | 盛業商業保理有限公司 (SY Factoring Limited*), a limited company |
established in the PRC and an indirect wholly owned subsidiary of | |
the Company. It is principally engaged in the business of provision of | |
commercial factoring services | |
"SY Factoring Group" | subsidiaries of the Company which are principally engaged in the |
provision of commercial factoring services | |
"Third Supplemental | the third supplemental refactoring agreement entered into between SY |
Refactoring Agreement | Factoring and Customer HJ dated 30 April 2021 |
(Customer HJ)" | |
"%" | per cent |
By order of the Board | |
Sheng Ye Capital Limited | |
Tung Chi Fung | |
Chairman | |
Hong Kong, 30 April 2021 |
As at the date of this announcement, the Board comprises two executive Directors: Mr. Tung Chi Fung
and Mr. Chen Jen-Tse; and four independent non-executive Directors: Mr. Hung Ka Hai Clement, Mr. Loo Yau Soon, Mr. Twoon Wai Mun, Benjamin and Mr. Fong Heng Boo.
The English transliteration of the Chinese name(s) in this announcement, where indicated with " *", is included for information purpose only, and should not be regarded as the official English name(s) of such Chinese name(s).
If there is any inconsistency in this announcement between the Chinese and English versions, the English version shall prevail.
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Sheng Ye Capital Ltd. published this content on 30 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2021 10:41:10 UTC.