Global Token : Announcements and Notices - Discloseable Transaction - Extension of Loan

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GLOBAL TOKEN LIMITED ᐑଢஷ൛Ϟࠢʮ̡

(continued in Bermuda with limited liability)

(Stock Code: 8192)

DISCLOSEABLE TRANSACTION -

EXTENSION OF LOAN

Pursuant to the Original Loan Agreement, the Lender, an indirect wholly-owned subsidiary of the Company, advanced a loan in the principal amount of HK$10,000,000 bearing interest at a rate of 15% per annum to the Borrower, an Independent Third Party. The maturity date of the Loan (as extended under the First Extension Agreement) fell on 8

December 2018, after which the Group has been in the process of negotiating with the Borrower for the terms of the further extension of the Loan.

The Board announces that on 15 January 2019, the Lender entered into the Second Extension Agreement with the Borrower whereby (i) the Lender agreed to extend the current maturity date to 8 March 2019 with retrospective effect from 8 December 2018 and (ii) the parties agreed that the Borrower would pay the principal amount of the Loan and the interest accrued on the Loan from the date of the Original Loan Agreement to the date of the Second Extended Maturity Date to the Lender on the Second Extended Maturity Date.

As the highest applicable percentage ratio as defined under the GEM Listing Rules in respect of (i) the Second Extension and (ii) the advance of the Loan and the extensions (on an aggregated basis) exceed 5% but are lower than 25%, each of (i) the Second Extension and (ii) the advance of the Loan and the extensions (on an aggregated basis) constitutes a discloseable transaction of the Company and is subject to notification and announcement requirements pursuant to Chapter 19 of the GEM Listing Rules.

BACKGROUND

Pursuant to the Original Loan Agreement, the Lender, an indirect wholly-owned subsidiary of the Company, advanced a loan in the principal amount of HK$10,000,000 bearing interest at a rate of 15% per annum to the Borrower, an Independent Third Party. The maturity date of the Loan (as extended under the First Extension Agreement) fell on 8 December 2018, after which the Group has been in the process of negotiating with the Borrower for the terms of the further extension of the Loan.

On 15 January 2019, the Lender entered into the Second Extension Agreement with the Borrower whereby (i) the Lender agreed to extend the current maturity date to 8 March 2019 with retrospective effect from 8 December 2018 and (ii) the parties agreed that the Borrower would pay the principal amount of the Loan and the interest accrued on the Loan from the date of the Original Loan Agreement to the date of the Second Extended Maturity Date to the Lender on the Second Extended Maturity Date.

THE LOAN

The principal terms of the Original Loan Agreement (as amended by the First Extension Agreement and the Second Extension Agreement) are summarised as follows:

Date of the Original Loan : 8 September 2017

Agreement

Date of the First Extension : 8 September 2018

Agreement

Date of the Second

• : 15 January 2019

  Extension AgreementLender

• : United Property Finance Limited, an indirect wholly-owned subsidiary of the Company. The Lender is a licensed money lender in Hong Kong under the Money Lenders Ordinance

  Borrower

• : A company incorporated in BVI with limited liability

  To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Borrower is an Independent Third Party

  Principal amount of the

• : HK$10,000,000

Loan

Maturity date

:

• (i) the Original Maturity Date fell on 8 September 2018 pursuant to the Original Loan Agreement;

• (ii) the First Extended Maturity Date fell on 8 December 2018 pursuant to the First Extension Agreement;

• (iii) the Second Extended Maturity Date fell on 8 March 2019 pursuant to the Second Extension AgreementInterest

• : 15% per annum

  The Borrower shall repay and/or settle the principal amount of the Loan and interest accrued on the Loan from the date of the Original Loan Agreement to the Second Extended Maturity Date on the Second Extended Maturity Date

  Collateral security

• : The Loan is secured by (i) the Tri-Partite Agreement and (ii) the Guarantee.

  Pursuant to the Tri-Partite Agreement, the Borrower shall maintain the market value of the securities in the designated securities account registered in the name of the Borrower being not less than HK$15,400,000 and where the Borrower has defaulted under the Loan Agreement, the Lender has an authority to instruct the securities broker to dispose of the securities in such designated securities account to settle and/ or repay the Loan and/or interest accrued on the Loan to the Lender.

  To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the individual guarantor who executed the Guarantee is an Independent Third Party.

The Loan granted by the Lender to Borrower under the Original Loan Agreement was funded by internal resources of the Group.

INFORMATION ABOUT THE GROUP

The Group is principally engaged in (i) trading business; (ii) air-conditioner rental business; (iii) money lending business; (iv) securities brokerage and related business; and (iv) blockchain technology related business, including (a) non-mainstream cryptocurrency trading platform; (b) mainstream cryptocurrency trading; and (c) provision of blockchain technology services. The Lender, being an indirect wholly-owned subsidiary of the Company, is a holder of a money lender licence under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong).

REASONS FOR AND BENEFITS OF THE GRANT OF LOAN AND THE EXTENSIONS

The Directors considered that the grant of the Loan and the extensions thereof were in the ordinary and usual course of the Group's money lending business. The terms (including the interest rate) of the Original Loan Agreement, the First Extension Agreement and the Second Extension Agreements were arrived at by the parties after arm's length negotiations with reference to the prevailing market interest rates and practices. Having considered that the grant of the Loan and the extensions would be beneficial to the Group in terms of return (i.e. additional interest income), the Directors considered that the terms of the Original Loan Agreement and the extensions thereof were on normal commercial terms and were fair and reasonable and in the interests of the Company and the Shareholders as a whole.

GEM LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio as defined under the GEM Listing Rules in respect of (i) the Second Extension and (ii) the advance of the Loan and the extensions (on an aggregated basis) exceed 5% but are lower than 25%, each of (i) the Second Extension and (ii) the advance of the Loan and the extensions (on an aggregated basis) constitutes a discloseable transaction of the Company and is subject to notification and announcement requirements pursuant to Chapter 19 of the GEM Listing Rules.

DEFINITIONS

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

"Board"	the board of Directors
"Borrower"	a company incorporated in BVI with limited liability and an
Independent Third Party
"BVI"	the British Virgin Islands
"Company"	Global Token Limited (stock code: 8192), a company
incorporated in the Cayman Islands and continued in Bermuda
with limited liability, the issued Shares of which are listed on
GEM
"Director(s)"	the director(s) of the Company
"First Extended Maturity	being 8 December 2018
Date"

"First Extension Agreement"	the extension agreement dated 8 September 2018 entered into
between the Lender and Borrower in respect of the extension
of the Original Loan Agreement to the First Extension Maturity
Date
"GEM"	GEM operated by the Stock Exchange
"GEM Listing Rules"	the Rules Governing the Listing of Securities on GEM
"Group"	the Company and its subsidiaries
"Guarantee"	the personal guarantee executed by a director of the Borrower
in favour of the Lender in respect of the principal amount
of the Loan and the interest accrued on the Loan from time
to time under Original Loan Agreement, the First Extension
Agreement or as the case may be, the Second Extension
Agreement
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
Republic of China
"Independent Third Party"	third party independent of the Company and its connected
persons (as defined in the GEM Listing Rules) of the Company
and their respective associates (as defined in the GEM Listing
Rules)
"Lender"	United Property Finance Limited (୕ɓيุڦ൲Ϟࠢʮ̡), a
company incorporated in Hong Kong with limited liability and
an indirect wholly-owned subsidiary of the Company
"Loan"	a loan of HK$10,000,000 granted by the Lender to the Borrower
pursuant to the Original Loan Agreement
"Money Lenders Ordinance"	Money Lenders Ordinance, Chapter 163 of the Laws of Hong
Kong
"Original Loan Agreement"	a loan agreement dated 8 September 2017 entered into between
the Lender and the Borrower in relation to the grant of the Loan
"Original Maturity Date"	being 8 September 2018 pursuant to the Original Loan
Agreement
"Second Extended Maturity	being 8 March 2019
Date"