Hanbo Enterprises : discloseable transaction supplemental deed to the loan agreement and provision of financial assistance and advance to an entity

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HANBO ENTERPRISES HOLDINGS LIMITED

恒寶企業控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1367) DISCLOSEABLE TRANSACTION SUPPLEMENTAL DEED TO THE LOAN AGREEMENT AND PROVISION OF FINANCIAL ASSISTANCE AND ADVANCE TO AN ENTITY

Reference is made to the announcement of the Company dated 19 December 2016 regarding, among other matters, the Loan Agreement entered into between Capital Strategic as the Lender and Mr. Cheung Che Kin as the Borrower. Pursuant to the Loan Agreement, Capital Strategic agreed to provide a loan to the Borrower in the principal amount of HK$20,000,000, bearing interest at a rate of 13% per annum for a term of six (6) months from the date of the first drawdown.

As at the date of this announcement, the loan was drawn down by the Borrower and a repayment of HK$1,800,000 was made by the Borrower pursuant to the Loan Agreement.

As the term of the Loan Agreement had expired on 18 June 2017, Capital Strategic and the Borrower have on 19 June 2017 (after trading hours) entered into the Supplemental Deed to, among other matters, (i) extend the maturity date from 19 June 2017, being the immediate following Business Day of the Maturity Date which falls on a non-Business Day, to 18 December 2017; and (ii) revise the loan granted under the Loan Agreement down to HK$18,200,000. Other than the maturity date which has been extended to 18 December 2017 and the amount of the loan has been revised down to HK$18,200,000 pursuant to the Supplemental Deed, the principal terms of the Loan Agreement remains applicable to Capital Strategic and the Borrower in connection with the Loan.

The principal terms of the Supplemental Deed are set out in the paragraph headed "The Supplemental Deed" in this announcement.

As one of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Loan exceeds 5% but less than 25%, the grant of the Loan under the Supplemental Deed constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements.

As the amount of the Loan granted to the Borrower exceeds 8% under the assets ratio as defined under Rule 14.07(1) of the Listing Rules, the grant of the Loan under the Supplemental Deed is subject to the general disclosure obligations under Rules 13.13 and 13.15 of the Listing Rules.

Reference is made to the announcement of the Company dated 19 December 2016 regarding, among other matters, the Loan Agreement entered into between Capital Strategic as the Lender and Mr. Cheung Che Kin as the Borrower. Pursuant to the Loan Agreement, Capital Strategic agreed to provide a loan to the Borrower in the principal amount of HK$20,000,000, bearing interest at a rate of 13% per annum for a term of six (6) months from the date of the first drawdown.

As at the date of this announcement, the loan was drawn down by the Borrower and a repayment of HK$1,800,000 was made by the Borrower pursuant to the Loan Agreement.

As the term of the Loan Agreement had expired on 18 June 2017, Capital Strategic and the Borrower have on 19 June 2017 (after trading hours) entered into the Supplemental Deed to, among other matters, (i) extend the maturity date from 19 June 2017, being the immediate following Business Day of the Maturity Date which falls on a non-Business Day, to 18 December 2017; and (ii) revise the loan granted under the Loan Agreement down to HK$18,200,000. Other than the maturity date which has been extended to 18 December 2017 and the amount of the loan has been revised down to HK$18,200,000 pursuant to the Supplemental Deed, the principal terms of the Loan Agreement remains applicable to Capital Strategic and the Borrower in connection with the Loan.

THE SUPPLEMENTAL DEED

Summarised below are the principal terms of the Supplemental Deed.

Date	:	19 June 2017 (after trading hours)
Parties	:	Capital Strategic, as the Lender
Capital Strategic is an indirect wholly-owned subsidiary of the Company and it is licensed to conduct money lending business in Hong Kong under the provisions of the Money Lenders Ordinance.
Mr. Cheung Che Kin, as the Borrower
To the best of knowledge, information and belief of the Directors having made all reasonable enquiry, the Borrower is a third party independent of the Company and connected persons of the Company.
Loan amount	:	HK$18,200,000

Interest rate	:	13% per annum
Maturity date	:	18 December 2017
Voluntary cancellation	:	The Borrower shall not cancel all or any part of the undrawn Loan during the term of the Supplemental Deed.

FUNDING OF THE LOAN

The Loan under the Supplemental Deed was financed by the net proceeds from the Listing.

REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL DEED

The Company is an investment holding company. The Group is principally engaged in trading of apparel products and provision of apparel supply chain management services for woven wear (such as shirts, pants, jeans and jackets) and accessories. The Group is also engaged in provision of financial services, money lending business and securities investment.

As money lending is one of the principal activities of the Group, the grant of the loan to the Borrower under the Loan Agreement and the grant of the Loan to the Borrower under the Supplemental Deed are in the ordinary and usual course of business of the Group.

The terms of the Supplemental Deed are negotiated on an arm's length basis between Capital Strategic and the Borrower. The Directors are of the view that the terms of the Supplemental Deed are on normal commercial terms. Given that a stable interest income would be generated from the Loan under the Supplemental Deed, the Directors consider that the grant of the Loan under the Supplemental Deed is fair and reasonable and in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Loan under the Supplemental Deed exceeds 5% but less than 25%, the grant of the Loan under the Supplemental Deed constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements.

As the amount of the Loan granted to the Borrower under the Supplemental Deed exceeds 8% under the assets ratio as defined under Rule 14.07(1) of the Listing Rules, the grant of the Loan under the Supplemental Deed is subject to the general disclosure obligations under Rules 13.13 and 13.15 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the words and expressions below shall have the following meanings when used herein:

"Board"

the board of Directors

"Borrower"	Mr. Cheung Che Kin, who, to the best of Directors' knowledge, information and belief having made all reasonable enquiry, is a third party independent of the Company and connected persons of the Company
"Business Day"	a day (excluding Saturday) on which banks are open for general business in Hong Kong
"Company"	Hanbo Enterprises Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange
"connected persons"	has the meaning ascribed to it under the Listing Rules
"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 People's Republic of China
"Lender" or "Capital Strategic"	Capital Strategic Partners Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company
"Listing"	11 July 2014, being the date of listing of shares of the Company on the Main Board of the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Loan"	a loan in the principal amount of HK$18,200,000 provided by Capital Strategic to the Borrower under the Supplemental Deed
"Loan Agreement"	the loan agreement dated 19 December 2016 entered into between Capital Strategic and the Borrower in respect of the Loan
"Maturity Date"	18 June 2017, being the date falling six (6) months from the first drawing of the loan under the Loan Agreement

"Money Lenders Ordinance"	the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Supplemental Deed"	a supplemental deed dated 19 June 2017 entered into between the Lender and the Borrower in respect of the Loan

By order of the Board

Hanbo Enterprises Holdings Limited Jia Bowei

Chairman & Executive Director

Hong Kong, 19 June 2017

As at the date of this announcement, the executive Directors are Mr. Jia Bowei, Mr. Lam Kwan Sing, Mr. Wong Nga Leung, Mr. Hon Ming Sang and Ms. Yi Sha and the independent non-executive Directors are Mr. Fok Ho Yin, Thomas, Mr. Chan Wai Cheung, Admiral and Mr. Lam Ho Pong.