InvesTech : DISCLOSEABLE TRANSACTION IN RELATION TO SECOND EXTENSION OF THE MATURITY OF A BOND

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InvesTech Holdings Limited ۾ৃછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1087)

DISCLOSEABLE TRANSACTION

IN RELATION TO

SECOND EXTENSION OF THE MATURITY OF A BOND

SECOND EXTENSION OF THE MATURITY OF A BOND

On 18 March 2021 (after trading hours of the Stock Exchange), the Company entered into the Second Supplemental Subscription Agreement with the Issuer, pursuant to which, the maturity date of the Bond is further extended to 19 June 2021.

IMPLICATIONS UNDER THE LISTING RULES

As one of the relevant applicable percentage ratios (as defined under the Listing Rules) in respect of the Extension is more than 5% but less than 25%, the Extension constitutes a disclosable transaction of the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

BACKGROUND

Reference is made to the announcement of the Company dated 18 March 2020 in relation to the entering of First Supplemental Subscription Agreement with the Issuer for the Bond.

On 20 March 2019 (after trading hours of the Stock Exchange), the Company (as the subscriber) entered into the Subscription Agreement with the Issuer (as the issuer), pursuant to which, the Issuer agreed to issue and the Company agreed to subscribe for the Bond in the aggregate principal amount of HK$15,000,000 bearing interest at a rate of 12% per annum for a term of one (1) year.

On 18 March 2020 (after trading hours of the Stock Exchange), the Parties entered into the First Supplemental Subscription Agreement to extend the maturity date of the Bond for one (1) year to 19 March 2021. Pursuant to the First Supplemental Subscription Agreement, the Second Bond Certificate had replaced the Original Bond Certificate.

On 18 March 2021 (after trading hours of the Stock Exchange), the Parties further entered into the Second Supplemental Subscription Agreement to extend the maturity date of the Bond to 19 June 2021 and issued the Third Bond Certificate in replacement of the Second Bond Certificate. Save as aforesaid extension of the maturity date, all other terms and conditions under the Subscription Agreement (and further amended by the First Supplemental Subscription Agreement) remain unchanged.

PRINCIPAL TERMS OF THE SECOND SUPPLEMENTAL SUBSCRIPTION AGREEMENT

Issuer:

Elite Foster International Investment Limited

Subscriber:

the Company

Principal amount of the Bond:

HK$15,000,000

Maturity Date:

the Subscription Agreement: first anniversary of the issue date (i.e. 19 March 2020)

the First Supplemental Subscription Agreement: extended for one (1) year from Original Maturity Date (i.e. 19 March 2021)

the Second Supplemental Subscription Agreement: extended three (3) months from the First Extended Maturity Date (i.e. 19 June 2021)

Interest rate:

12% per annum, which was determined after arm's length negotiations between the Parties with referencing their financial demands

Repayment:

the Issuer shall repay the Bond in full, together with all accrued and unpaid interest thereon on the Second Extended Maturity Date

Event of default:

Any of the following events shall constitute an event of default (the "Event of Default"):

(a)any failure by the Issuer to pay the principal, and/or any interest due and payable on the Bond or any other amount due and payable under the Bond on its due date and such default is not remedied by the Issuer within ten (10)

Business Days of the due date;

• (b) (i) any other present or future indebtedness (whether actual or contingent) of any member of the Issuer and each of its subsidiaries for or in respect of any indebtedness becomes (or become capable of being declared) due and payable prior to its stated maturity by reason of any actual or potential default, even of default of the like (howsoever described); or (ii) any such indebtedness is not paid when due; or (iii) any member of the Issuer and each of its subsidiaries fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any indebtedness;

• (c) it becomes illegal under any applicable laws for the Issuer to perform or comply with any one or more of its obligations under the Bond or any enforceable final ruling is rendered by a competent court to the effect that any obligation of the Issuer under the Bond is illegal or invalid;

• (d) an encumbrancer takes possession or a receiver, manager or other similar officer is appointed of all or a substantial part of the undertaking, property or assets of the Issuer;

• (e) the Issuer becomes insolvent or applies for or consents to the appointment of any administrator, liquidator or receiver of all or a substantial part of its undertaking, property or assets or enters into a general assignment or compromise with or for the benefit of its creditors;

• (f) an order is made or an effective resolution passed for winding-up of the Issuer;

• (g) the Issuer consolidates or amalgamates with or merge into any other corporation (other than a consolidation, amalgamation or merger in which the Issuer is the continuing corporation), or the Issuer sells or transfers all or substantially all of its assets;

• (h) the Issuer defaults in performance or compliance with any of its obligations or undertakings which breach or default is incapable of remedy or, if capable of remedy, is not remedied within fourteen (14) Business Days after notice of such breach or default is sent from the Company to the Issuer; or

• (i) a moratorium is agreed or declared in respect of any indebtedness of the Issuer or any governmental authority seizes, compulsorily purchases or expropriates all or a substantial part of the undertaking, property or assets of the Issuer.

CONDITIONS PRECEDENT OF THE SECOND SUPPLEMENTAL SUBSCRIPTION AGREEMENT

The Second Supplemental Subscription Agreement shall be conditional upon the following conditions being fulfilled at or before 4:00 p.m. (Hong Kong time) within ten (10) Business Days from the date of the Second Supplemental Subscription Agreement (or such later time and date as the Parties may agree):

• (a) all necessary consent and approvals as may be obtained by the Company and the Issuer having been obtained in respect of the terms under the Second Supplemental Subscription Agreement from relevant authorities (including but not limited to the Stock Exchange) and their respective shareholders;

• (b) there being no Event of Default (as defined in the Third Bond Certificate) having occurred or occurring; and

• (c) there being no circumstance resulting the Subscription Agreement (and further amended by the First Supplemental Subscription Agreement) or the Bond illegal, invalid or terminated under the terms and conditions under the Subscription Agreement (and further amended by the First Supplemental Subscription Agreement) and the Original Bond Certificate and the Second Bond Certificate.

As at the date of this announcement, all of the above conditions have been fulfilled.

REASONS FOR AND BENEFITS OF THE EXTENSION

In light of the gradual recovery of the global economic environment caused by the outbreak of coronavirus pandemic (COVID-19), the Group continues to adopt a cautious approach towards any potential investments. As at the date of this announcement, the Group has not identified any immediate and potential investment opportunity suitable for the Group's long-term business strategies.

Taking into account (i) the coupon rate of the Bond being 12%, which is substantially higher than the average bank deposit interest rate as quoted from the websites of well-recognised financial institutions in Hong Kong; (ii) the additional cash inflow and the stronger liquidity to be generated in the short term as a result of the Extension; (iii) the Issuer's financial position; (iv) the Issuer's historical performance of punctual interest payment to the Company, which presents a relatively low credit risk with the Issuer; and (v) the fact that the Extension will not have any material adverse impact on the business operations of the Group, the Board considers that the Extension would enable the Group to continue to utilise its idle cash so as to enhance the efficiency in the use of the Group's capital and generate additional interest income to the Group.

As such, the Board (including independent non-executive Directors) considers that the Extension, terms under the Second Supplemental Subscription Agreement and the transactions contemplated under the Second Supplemental Subscription Agreement are on normal commercial terms, fair and reasonable and in the best interests of the Company and the Shareholders as a whole.

INFORMATION ON THE PARTIES

Information on the Company

The Company is incorporated in the Cayman Islands as an exempted company with limited liability and its shares are listed on the main board of the Stock Exchange, and it is an investment holding company. The Group is principally engaged in the provision of network system integration including provision of network infrastructure solutions, network professional services and mobile internet software of mobile office automation software business, the network equipment rental business and money lending business.

Information on the Issuer

The Issuer is principally engaged in investment holding. Being the ultimate beneficial owner of the Issuer, Mr. Lu Wan Ching wholly owned the entire issued share capital of the Issuer. As at the date of this announcement, the Issuer held 33,750,000 shares, representing 11.25% of the entire issued share capital of Eternity Technology Holdings Limited (Stock code: 1725), a company listed on the main board of the Stock Exchange.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Issuer and its ultimate beneficial owner are third parties independent of the Company and its connected persons.

LISTING RULES IMPLICATIONS

As one of the relevant applicable percentage ratios (as defined under the Listing Rules) in respect of the Extension is more than 5% but less than 25%, the Extension constitutes a disclosable transaction of the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

GENERAL

As no Director has a material interest in the Bond, none of the Directors has abstained from voting on the relevant resolution of the Board approving the Second Supplemental Subscription Agreement and the Extension.

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

"Board"	the board of Directors
"Bond"	the one (1) year 12% coupon unlisted bond issued by the Issuer
in the aggregate principal amount of HK$15,000,000 originally
issued pursuant to the Subscription Agreement
"Business Day(s)"	any day (excluding a Saturday, Sunday and public holiday)
on which banks in Hong Kong are generally open for business
throughout their normal business hours
"Company"	InvesTech Holdings Limited, a company incorporated in
Cayman Islands with limited liability and the issued shares of
which are listed on the main board of the Stock Exchange
"Director(s)"	director(s) of the Company
"Extension"	the extension of the maturity date of the Bond to 19 June 2021
pursuant to the Second Supplemental Subscription Agreement
"First Extended Maturity	19 March 2021, being the extended maturity date of the Bond
Date"	pursuant to the First Supplemental Subscription Agreement
"First Supplemental	the supplemental agreement to the Subscription Agreement
Subscription Agreement"	dated 18 March 2020 entered into between the Parties
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Issuer"	Elite Foster International Investment Limited, a BVI business
company established in the British Virgin Islands with limited
liability
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchange
"Original Bond Certificate"	the bond certificate issued to the Company as stipulated by the
Subscription Agreement on 20 March 2019

"Original Maturity Date"

19 March 2020, being the maturity date of the Bond pursuant to the Subscription Agreement

"Parties"

the Company and the Issuer

"PRC"

the People's Republic of China, which for the sole purpose of this announcement shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Second Bond Certificate"

the bond certificate issued to the Company as stipulated by the First Supplemental Subscription Agreement on 20 March 2020

"Second Extended Maturity

Date"

"Second Supplemental

Subscription Agreement"

19 June 2021, being the extended maturity date of the Bond pursuant to the Second Supplemental Subscription Agreement the supplemental agreement to the Subscription Agreement (as amended by the First Supplemental Subscription Agreement) dated 18 March 2021 entered into between the Parties in respect of the Extension

"Shareholder(s)"

the shareholder(s) of the Company

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Subscription Agreement"

"Third Bond Certificate"

the subscription agreement dated 20 March 2019 entered into between the Parties in respect of the subscription of the Bond the bond certificate issued to the Company as stipulated by the Second Supplemental Subscription Agreement on 18 March 2021

"%"

Hong Kong, 18 March 2021

per cent.

By Order of the Board InvesTech Holdings Limited

Chan Sek Keung, Ringo Chairman and Chief Executive Officer

As at the date of this announcement, the executive Directors are Mr. Chan Sek Keung, Ringo (Chairman and Chief Executive Officer), Ms. Wang Fang, Mr. Lu Chengye and Mr. Liu Chun Fai, the non-executive Director is Mr. Wong Tsu Wai, Derek, and the independent non-executive Directors are Mr. Wong Chun Sek, Edmund, Mr. Lu, Brian Yong Chen and Mr. Huang Liangkuai.