DISCLOSEABLE TRANSACTION: PROVISION OF TERM LOAN

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China Minsheng Financial Holding Corporation Limited

中 國 民 生 金 融 控 股 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 245)

DISCLOSEABLE TRANSACTION:

PROVISION OF TERM LOAN

THE FACILITY AGREEMENT

The Board is pleased to announce that on 20 December 2019, the Lender entered into the Facility Agreement with the Borrower, pursuant to which the Lender has agreed to make available to the Borrower a secured Term Loan in the principal amount of up to US$36,500,000 at an interest rate of 12.0% per annum.

LISTING RULES IMPLICATION

As certain applicable ratios (as defined under the Listing Rules) in respect of the provision of the Term Loan exceed 5% but are less than 25%, the entering into of the Facility Agreement and the provision of the Term Loan constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

THE FACILITY AGREEMENT

Principal terms of the Facility Agreement are set out as below:

Date

20 December 2019

Parties to the Facility Agreement

1. the Lender; and
2. the Borrower.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, each of the Borrower and its ultimate beneficial owner is an Independent Third Party as at the date of this announcement.

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Amount of the Term Loan

The Term Loan is in the principal amount of up to US$36,500,000, and will be available for drawdown upon satisfaction of certain conditions as set out in the Facility Agreement.

Availability Period

Subject to the satisfaction (or waiver, if applicable) of certain conditions as set out in the Facility Agreement, the Term Loan is available for utilisation/drawdown from and including the date of the Facility Agreement to and including the date falling one (1) month from the date of the Facility Agreement.

Term

The Repayment Date shall be the date falling 364 days from the Utilisation Date.

Interest Rate

The interest of the Term Loan is at the rate of 12.0% per annum, all accrued interests are payable on the Repayment Date as set out in the Facility Agreement.

Arrangement Fee

The Borrower shall pay to the Lender an upfront arrangement fee in the amount of US$690,000 on or before the Utilisation Date.

Repayment

The Borrower shall repay the Term Loan in full at the end of the Term.

Prepayment

Provided that not less than ten (10) Business Days' prior written notice is given to the Lender, the Borrower may voluntarily prepay the whole or any part of the Term Loan.

Upon the occurrence of certain mandatory prepayment events, the Lender is entitled to, by giving not less than ten (10) Business Days' prior written notice to the Borrower, declare the outstanding Term Loan (together with accrued interests and all other amounts accrued pursuant to the Loan) shall become immediately due and payable, whereupon such outstanding Term Loan will become immediately due and payable.

Guarantees and Security

The Term Loan is to be guaranteed by two guarantees granted separately by the Guarantors in favour of the Lender.

The Term Loan will be secured by the following security documents:

1. a share charge (the ''Borrower Share Charge'') over 99% of the issued share capital of the Borrower as at the Utilisation Date;

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1. a debenture to be executed by the Borrower as chargor in favour of the Lender over all undertaking, property and assets of the Borrower (excluding any undertaking, property and assets that will be charged under the Borrower Share Charge); and
2. a security assignment to be executed by the Borrower in favour of the Lender in relation to the benefits and interests under certain other relevant arrangements.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, each of the Borrower, its substantial shareholders and directors and the Guarantors is an Independent Third Party as at the date of this announcement.

Source of funding

The Term Loan will be financed by internal resources available to the Group.

REASONS FOR AND BENEFITS OF ENTERING INTO THE FACILITY AGREEMENT

The Term Loan will provide interest income to the Company. The Directors consider that the provision of the Term Loan will result in a reasonable income and interest return to the Group. The Directors believe that the terms of the Term Loan are on normal commercial terms, are fair and reasonable and are in the interests of the Company and its Shareholders as a whole.

INFORMATION OF THE GROUP

The Company is a company incorporated in Hong Kong with limited liability and the Shares have been listed on the Stock Exchange since 25 August 1972. The Company is an investment holding company. The principal activities of the Group include investment holding, provision of asset management services, consultancy services, financing services, securities advisory and securities brokerage services.

INFORMATION OF THE BORROWER GROUP

The Borrower is a special purpose vehicle incorporated for the purpose of participating in a syndicated loan to the Borrower Group. The Borrower is incorporated in the Cayman Islands and is held as to 98.90% by the Borrower Group as at the date of this announcement. The Borrower Group is principally engaged in energy transportation business.

LISTING RULES IMPLICATION

As certain applicable ratios (as defined under the Listing Rules) in respect of the provision of the Term Loan exceed 5% but are less than 25%, the entering into of the Facility Agreement and the provision of the Term Loan constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

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DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions shall have the following meanings:

''Board''	the board of Directors
''Borrower''	the borrower under the Facility Agreement, being a
	company incorporated in Cayman Islands with limited
	liability, one (1) share of which is held indirectly by the
	Company represents 1.10% of the issued share capital of the
	Borrower as at the date of this announcement
''Borrower Group''	as at the date of this announcement, the owner as to 98.90%
	of the issued share capital of the Borrower, together with
	such owner's subsidiaries
''Borrower Share Charge''	the charge over 99% of the issued share capital of the
	Borrower given in favour of the Lender
''Business Day''	a day (other than a Saturday or Sunday) on which banks are
	open for general business in Hong Kong
''Company''	China Minsheng Financial Holding Corporation Limited, a
	company incorporated in Hong Kong with limited liability,
	the Shares of which are listed on the Main Board of the
	Stock Exchange
''Director(s)''	the director(s) of the Company
''Facility Agreement''	the facility agreement dated 20 December 2019 entered into
	among the Borrower, the Lender and the Guarantor
''Group''	the Company and its subsidiaries
''Guarantors''	two PRC residents giving separate guarantees guaranteeing
	the Term Loan, being the ultimate beneficial owners of the
	Borrower
''Independent Third Party''	a person who is not a connected person to the Company
	pursuant to Chapter 14A of the Listing Rules
''Lender''	CM SPC, a wholly-owned subsidiary of the Company, on
	behalf of and for the account of its segregated portfolio, CM
	Alternative Credit SP, which is an exempted segregated
	portfolio company with limited liability incorporated under
	the laws of the Cayman Islands and is principally engaged
	in investment activities
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange

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''PRC''	the People's Republic of China
''Repayment Date''	the date falling 364 days from the Utilisation Date
''Share(s)''	the ordinary share(s) of the Company
''Shareholder(s)''	the holder(s) of the Shares of the Company
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Term''	the term of the Term Loan
''Term Loan''	the term loan in the principal amount of up to
	US$36,500,000 pursuant to the terms of the Facility
	Agreement
''US$''	United States dollars, the lawful currency of the United
	States of America
''Utilisation Date''	the date on which the Term Loan is to be made
''%''	per cent
	By Order of the Board
	China Minsheng Financial Holding Corporation Limited
	Tomohiko Watanabe
	Chairman

Hong Kong, 20 December 2019

As at the date of this announcement, the Board comprises (1) Mr. Tomohiko Watanabe, Mr. Ni Xinguang and Ms. Li Wei as executive Directors; (2) Mr. Wang Dongzhi as non-executive Director; and (3) Mr. Wang Yongli and Ms. Zhou Hui as independent non-executive Directors.

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