GOME FINANCE TECHNOLOGY CO., LTD. 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.
(Incorporated in the Bermuda with limited liability)
(Stock code: 628) MAJOR TRANSACTION EXTENSION OF LOAN AGREEMENT AND PROVISION OF FINANCIAL ASSISTANCE EXTENSION OF LOAN AGREEMENT AND PROVISION OF FINANCIAL ASSISTANCE
Reference is made to the Company's announcements dated 24 March 2014 and
26 September 2014 regarding the Loan Agreement and the 2014 Extension Agreement between Pure Profit as lender and Mason Capital Limited as borrower. Pursuant to the Loan Agreement, Pure Profit conditionally agreed to grant the Borrower revolving loan facilities of up to HK$80 million until 28 September 2014. Pursuant to the
2014 Extension Loan Agreement, Pure Profit agreed to extend the term of the Loan
Agreement to 28 January 2015.
As of the date of this announcement, a loan facility of HK$70 million was drawn down by the Borrower and a repayment of HK$7 million was made by the Borrower pursuant to the Loan Agreement (as amended by the 2014 Extension Agreement).
As the term of the Loan Agreement (as amended by the 2014 Extension Agreement)
has expired on 28 January 2015, Pure Profit and the Borrower have on 29 January
2015 (after trading hours) entered into the 2015 Extension Agreement to (i) further extend the term of the Loan Agreement (as amended by the 2014 Extension Agreement) to 31 December 2015; and (ii) revise the revolving loan facilities granted under the Loan Agreement (as amended by the 2014 Extension Agreement) down to HK$63 million.
The principal terms of the 2015 Extension Agreement are set out in the paragraph headed "The 2015 Extension Agreement" in this announcement.
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LISTING RULES IMPLICATIONSThe Loan Agreement, the 2014 Extension Agreement and the 2015 Extension Agreement constitute a series of transactions made within a 12-month period and shall be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the 2015 Extension Agreement, when aggregated with the Loan Agreement and the 2014 Extension Agreement, exceed 25% but are less than 100%, the entering into of the 2015 Extension Agreement constitutes a major transaction of the Company and is therefore subject to the notification, announcement and shareholders' approval requirements under the Listing Rules.
SGM
A SGM will be convened and held for the Shareholders to consider and, if thought fit, approve the 2015 Extension Agreement and the transactions contemplated thereunder.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder or any of its associates has any material interest in the 2015 Extension Agreement and the transactions contemplated thereunder, and no Shareholder would be required to abstain from voting on the resolution(s) in respect of the 2015 Extension Agreement at the SGM.
A circular containing, among others, (i) further details of the 2015 Extension Agreement and the transactions contemplated thereunder; (ii) the financial information and other information of the Group; (iii) other information as required under the Listing Rules; and (vi) the notice of the SGM will be despatched to the Shareholders for information purpose only on or before 18 February 2015.
Reference is made to the Company's announcements dated 24 March 2014 and
26 September 2014 regarding the Loan Agreement and the 2014 Extension Agreement between Pure Profit as lender and Mason Capital Limited as borrower. Pursuant to the Loan Agreement, Pure Profit conditionally agreed to grant the Borrower revolving loan facilities of up to HK$80 million until 28 September 2014. Pursuant to the
2014 Extension Loan Agreement, Pure Profit agreed to extend the term of the Loan
Agreement to 28 January 2015.
As of the date of this announcement, a loan facility of HK$70 million was drawn down by the Borrower and a repayment of HK$7 million was made by the Borrower pursuant to the Loan Agreement (as amended by the 2014 Extension Agreement).
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As the term of the Loan Agreement (as amended by the 2014 Extension Agreement) has expired on 28 January 2015, Pure Profit and the Borrower have on 29 January 2015 (after trading hours) entered into the 2015 Extension Agreement to (i) further extend the term of the Loan Agreement (as amended by the 2014 Extension Agreement) to
31 December 2015; and (ii) revise the revolving loan facilities granted under the Loan Agreement (as amended by the 2014 Extension Agreement) down to HK$63 million. Other than the final repayment date which has been extended to 31 December 2015 and the amount of the revolving loan facilities has been revised down to HK$63 million pursuant to the 2015 Extension Agreement, the principal terms of the Loan Agreement (as amended by the 2014 Extension Agreement) remain applicable to Pure Profit and the Borrower in connection with the Loan.
The 2015 Extension Agreement took effect from 29 January 2015 pursuant to the terms set forth herein. The continuation of the 2015 Extension Agreement is conditional upon the passing of the ordinary resolution by the Shareholders at the SGM to approve and ratify the 2015 Extension Agreement and the transactions contemplated thereunder (the "Shareholders' Approval").
If the Shareholders' Approval is not obtained at the SGM, Pure Profit and the Borrower shall terminate the 2015 Extension Agreement within three Business Days from the date of the SGM (the "Termination Date"). The Borrower shall repay the outstanding principal amount of the Loan together with any unpaid interest accrued and liabilities incurred up to the Termination Date in one lump sum in full on the Termination Date. Upon the termination of the 2015 Extension Agreement, neither Pure Profit nor the Borrower shall have any claim against each other for further performance of its respective obligations under the 2015 Extension Agreement.
Summarised below are the principal terms of the 2015 Extension Agreement.
Date of the 2015 Extension 29 January 2015 (after trading hours) Agreement:
Lender: Pure Profit
Borrower: Mason Capital Limited
Guarantor: Mr. Yu
Share Chargor: Koffman Greater China
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Loan amount: HK$63 million
Interest rate: 10.2% per annum
Available period: the period commencing from the date on which the Loan Agreement becoming unconditional and ending on the final repayment date
Final repayment date: 31 December 2015
Guarantee: Mr. Yu shall continue to provide guarantee in favour of the Lender as a security for all the obligations of the Borrower under the Loan Agreement, the
2014 Extension Agreement and the 2015 Extension
Agreement
Share Charge: Koffman Greater China shall continue to pledge all issued shares in the Borrower in favour of the Lender as a security for all the obligations of the Borrower under the Loan Agreement, the 2014 Extension Agreement and the 2015 Extension Agreement
Repayment: The Borrower shall repay (a) the interest accrued on the outstanding principal amount of the revolving loan facilities on a monthly basis in arrears; and (b) the outstanding principal amount of the revolving loan facilities together with any accrued and unpaid interest in one lump sum in full on the final repayment date
Prepayment: The Borrower may at any time prepay the whole or any part of the outstanding principal amount of the revolving loan facilities together with all accrued interest by giving not less than one clear Business Day's prior written notice to the Lender
Re-borrowing: Any amounts repaid by the Borrower shall be available for re-borrowing and drawing during the availability period provided that the outstanding principal amount of the revolving loan facilities shall not exceed HK$63 million
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Undertaking: Mr. Yu undertakes to Pure Profit to procure that (a) the net proceeds from sale of any real estate interests owned by any of the Target Companies, net of repayment of the underlying bank loans on the relevant real estate interests and all expenses which are necessary and incidental to such sale be deposited into bank account(s) designated by Pure Profit, (b) such net proceeds can only be applied towards the repayment of the Secured Obligations unless the Lender otherwise agrees in writing, and (c) promptly on request, supply to the Lender such financial or other information relating to the Target Companies
INFORMATION ON THE BORROWER
The Borrower is a limited liability company established in Hong Kong and it is principally engaged in property investment. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the Borrower and its ultimate beneficial owner are Independent Third Party and not connected with the Group. The Borrower did not have any past business relationship with the Group, other than entering into the Loan Agreement, the 2014 Extension Agreement and the 2015
Extension Agreement, and therefore there is no default history of the Borrower to the
Group.
Mr. Yu, to the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, is an Independent Third Party and not connected with the Group.
INFORMATION ON THE SHARE CHARGORKoffman Greater China and its ultimate beneficial owner, to the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, are Independent Third Party and not connected with the Group.
INFORMATION ON THE GROUP AND PURE PROFIT
The Company is an investment holding company and its subsidiaries are principally engaged in the provision of financial services, such as provision of pawn loans services, real estate-backed loan service, financial leasing service, commercial factoring service, other loan service, and financial consulting services in the PRC and money lending service in Hong Kong.
Pure Profit conducts money lending business in Hong Kong through the provision of secured and unsecured loans to customers.
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REASONS FOR AND BENEFITS OF THE 2015 EXTENSION AGREEMENT
As money lending is one of the principal activities of the Group, the grant of the revolving loan facilities to the Borrower under the Loan Agreement, the 2014 Extension Agreement and the 2015 Extension Agreement is in the ordinary and usual course of business of the Group.
The terms of the 2015 Extension Agreement are negotiated on an arm's length basis between Pure Profit and the Borrower. The Directors are of the view that the terms of the 2015 Extension Agreement are on normal commercial terms. Given that a stable interest income would be generated from the Loan under the 2015 Extension Agreement, the Directors consider that the grant of the Loan under the 2015 Extension Agreement is fair and reasonable and in the interests of the Company and its shareholders as a whole.
The Loan Agr eemen t, the 2014 Extens ion Agre ement a nd the 2 015 Exte ns ion Agreement constitute a series of transactions made within a 12-month period and shall be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the
2015 Extension Agreement, when aggregated with the Loan Agreement and the 2014
Extension Agreement, exceed 25% but are less than 100%, the entering into of the 2015
Extension Agreement constitutes a major transaction of the Company and is therefore subject to the notification, announcement and shareholders' approval requirements under the Listing Rules.
A SGM will be convened and held for the Shareholders to consider and, if thought fit, approve the 2015 Extension Agreement and the transactions contemplated thereunder.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder or any of its associates has any material interest in the 2015 Extension Agreement and the transactions contemplated thereunder, and no Shareholder would be required to abstain from voting on the resolution(s) in respect of the 2015 Extension Agreement at the SGM.
A circular containing, among others, (i) further details of the 2015 Extension Agreement and the transactions contemplated thereunder; (ii) the financial information and other information of the Group; (iii) other information as required under the Listing Rules; and (iv) the notice of the SGM will be despatched to the Shareholders for information purpose only on or before 18 February 2015.
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DEFINITIONS
In this announcement, the following words and expressions shall, unless the context otherwise requires, have the same meanings when used herein:
"2014 Extension Agreement" the extension agreement dated 26 September 2014 and entered into between Pure Profit and the Borrower in respect of the revolving loan facilities granted by Pure Profit to the Borrower pursuant to the Loan Agreement
"2015 Extension Agreement" the extension agreement dated 29 January 2015 and entered into between Pure Profit and the Borrower in respect of the Loan
"Board" the board of Directors
"Borrower" Mason Capital Limited, a company incorporated in
Hong Kong with limited liability
"Business Day" means any day (other than a Saturday or Sunday or public holiday) on which commercial banks are generally open for normal banking business in Hong Kong
"Company" Sino Credit Holdings Limited, a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the main board of the Stock Exchange
"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
PRC
"Independent Third Party" person who, to the best of the Directors' knowledge, information and belief having made all reasonable enquiries, is a third party independent of the Company and its connected person(s)
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"Koffman Greater China" Koffman Greater China Limited, the sole shareholder of the Borrower, and a company incorporated in the British Virgin Islands with limited liability
"Lender" or "Pure Profit" Pure Profit Holdings 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 main board of the Stock Exchange
"Loan" revolving loan facilities of up to HK$63 million
"Loan Agreement" the loan agreement dated 24 March 2014 and entered into between Pure Profit and the Borrower in respect of the revolving loan facilities of up to HK$80 million
"Mr. Yu" Mr. Yu Zhen Hua Johnny, a director and the ultimate shareholder of the Borrower
"PRC" The People's Republic of China
"Secured Obligations" means any and all of the obligations, commitments, undertakings, warranties, indemnities and covenants of the Borrower (whether or not for the payment of money, and including any obligation to pay damages for breach of contract) which are or may become due and owing to the Lender whether or not under or pursuant to the Loan Agreement, the 2014 Extension Agreement, the 2015 Extension Agreement and/or all other obligations thereby secured
"SGM" the special general meeting of the Company to be convened for the purpose of approving and ratifying the 2015 Extension Agreement and the transactions contemplated thereunder
"Shares" the shares of the Company
"Shareholders" the holders of the Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
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"Target Companies" companies which are wholly owned by Mr. Yu directly and indirectly, namely, Koffman Greater China, Mason Capital Limited, Five Stars Development Limited, East Legend Properties Limited, Goway Properties Limited, Triple Star Development Limited, Goldkeen Limited, Bright Power Investment Limited, Single Star Development Limited and Grand Star Investments Limited
"%" per cent.
By Order of the Board
Chairman
Hong Kong, 29 January 2015
As at the date of this announcement, the Board of the Company comprises Mr. Chung Tat Fun (Chairman), Ms. Wong Yee Shuen, Regina (Chief Executive Officer), Mr. Fu Ear Ly, Mr. Chung Ho Chun as the executive Directors, Mr. So Chak Fai, Francis, Mr. Huang Weibo as the non-executive Directors and Ms. Lee Shiow Yue, Mr. Poon Wai Hoi, Percy, Mr. Tang Chi Ho, Francis as the independent non-executive Directors.
* For identification purpose only
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