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.
WANG ON GROUP LIMITED
(宏 安 集 團 有 限 公 司)*
(Incorporated in Bermuda with limited liability)
(Stock Code: 1222)
DISCLOSEABLE TRANSACTION REGARDING
PROVISION OF FINANCIAL ASSISTANCE
PROVISION OF FINANCIAL ASSISTANCE
On 24 September 2019, the Lender, an indirect wholly-owned subsidiary of the Company, entered into the Loan Agreement to grant the Loan to the Customers of the principal amount of HK$80.0 million for a term of two (2) months with an average interest rate of approximately 19.13% per annum.
IMPLICATIONS UNDER THE LISTING RULES
The transaction contemplated under the Loan Agreement constitutes a discloseable transaction for the Company as one of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Loan Agreement exceeds 5% and is below 25%. Therefore, the transaction is subject to the reporting and announcement requirements under the Listing Rules.
PROVISION OF FINANCIAL ASSISTANCE
On 24 September 2019, the Lender, an indirect wholly-owned subsidiary of the Company, entered into the Loan Agreement to grant the Loan to the Customers of the principal amount of HK$80.0 million for a term of two (2) months with an average interest rate of approximately 19.13% per annum. The Loan may be drawn down in one lump sum by the Customers during the Availability Period.
* For identification purpose only
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THE LOAN AGREEMENT
Date of the Loan | : | 24 September 2019 |
Agreement | ||
Lender | : | Fulling, a company incorporated in Hong Kong with limited |
liability and is indirectly wholly owned by the Company as | ||
at the date of this announcement. The Lender is principally | ||
engaged in treasury management under the Money Lenders | ||
Ordinance. | ||
Borrower | : | The Customers comprising a company incorporated under |
the laws of Hong Kong and is principally engaged in | ||
investment holding and an individual. To the best of the | ||
knowledge, information and belief of the Directors having | ||
made all reasonable enquiries, the Customers (and its | ||
ultimate beneficial owner) are Independent Third Parties | ||
and not connected with the Group. Save as disclosed | ||
above, there is no prior transaction entered into between | ||
the Group and the Customers and/or its ultimate beneficial | ||
owner which is required to be aggregated with the Loan | ||
Agreement pursuant to the Listing Rules. | ||
Loan amount | : | HK$80.0 million |
Interest rate | : | A monthly interest of HK$1.35 million for the first month |
and a monthly interest of HK$1.2 million for the second | ||
month. The average interest rate is approximately 19.13%. | ||
Term | : | Two (2) months commencing from the Drawdown Date of |
the Loan | ||
Repayment | : | The principal together with the outstanding interest thereon |
(if any) shall, in any event, be repaid in full two (2) months | ||
from the Drawdown Date. | ||
Securities | : | Unregistered second mortgage in respect of two properties |
situated in Central, Hong Kong and Austin Road West, | ||
Kowloon with an aggregate current market value of | ||
approximately HK$700.0 million. |
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INFORMATION ON THE CREDIT RISK RELATING TO THE LOAN
The advance in respect of the Loan was made on the basis of the Company's credit assessments made on the financial strength and repayment ability of the Customers, the securities and the relatively short term nature of the advance. After taking into account the factors as disclosed above in assessing the risks of the relevant advance, the Company considers that the risks involved in the advance to the Customers are relatively low.
FUNDING OF THE LOAN
The Group will finance the Loan with its internal resources.
REASONS FOR AND BENEFITS OF ENTERING INTO THE LOAN AGREEMENT
The Group is principally engaged in (i) management and sub-licensing of fresh markets and treasury management in Hong Kong and the PRC; (ii) property investment and
property development in Hong Kong through its 75%-owned listed non wholly-owned subsidiary, Wang On Properties Limited 宏安地產有限公司 (Stock Code: 1243); and
(iii) manufacturing and/or retailing of pharmaceutical and health food products through its
58.08%-owned listed non wholly-owned subsidiary, Wai Yuen Tong Medicine Holdings Limited (位元堂藥業控股有限公司*) (Stock Code: 897). The Lender is an indirect wholly-
owned subsidiary of the Company and a company incorporated in Hong Kong with limited liability which is principally engaged in treasury management under the Money Lenders Ordinance.
Taking into account the principal business activities of the Group, the provision of the Loan to the Customers is in the ordinary and usual course of business of the Group. The terms of the Loan Agreement were negotiated on an arm's length basis between the Lender and the Customers. The Directors are of the view that the terms of the Loan Agreement are entered into on normal commercial terms based on the Company's credit policy. Taking into account the satisfactory financial background of the Customers, the Loan is secured and that a stable revenue and cash inflow from the interest income are expected, the Directors consider that the terms of the Loan Agreement are on normal commercial terms, fair and reasonable and the entering into the Loan Agreement is in the interests of the Company and the Shareholders as a whole.
* For identification purpose only
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IMPLICATIONS UNDER THE LISTING RULES
The transaction contemplated under the Loan Agreement constitutes a discloseable transaction for the Company as one of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Loan Agreement exceeds 5% and is below 25%. Therefore, the transaction is subject to the reporting and announcement requirements under the Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the same meanings set out below:
"Availability Period" | the period commencing from the date of the Loan |
Agreement and ending on the earliest of (a) the date falling | |
one month from the date of the Loan Agreement; (b) the | |
date on which the Loan is cancelled pursuant to the terms | |
of the Loan Agreement; or (c) the date on which the Loan | |
is fully advanced | |
"Board" | the board of the Directors |
"Company" | Wang On Group Limited (宏安集團有限公司)*, an |
exempted company incorporated in Bermuda with limited | |
liability, whose Shares are listed and traded on the Main | |
Board of the Stock Exchange (Stock Code: 1222) | |
"connected person(s)" | has the meaning as ascribed thereto under the Listing Rules |
"Customers" | the borrowers comprising a company incorporated in Hong |
Kong with limited liability and an individual, both are | |
Independent Third Parties | |
"Director(s)" | the directors of the Company |
"Drawdown Date" | the date on which the Loan is drawn down |
"Group" | the Company together with its subsidiaries |
"HK$" | Hong Kong dollar(s), the lawful currency of Hong Kong |
* For identification purpose only
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"Hong Kong" | the Hong Kong Special Administrative Region of the |
People's Republic of China | |
"Independent Third Party(ies)" | party(ies) who is/are independent of the Company and its |
connected person(s) | |
"Lender" or "Fulling" | Fulling Limited, a company incorporated in Hong |
Kong with limited liability and is an indirect wholly- | |
owned subsidiary of the Company as at the date of this | |
announcement | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"Loan" | a secured loan in the principal amount of HK$80.0 million |
granted by the Lender to the Customers | |
"Loan Agreement" | the loan agreement dated 24 September 2019 entered into |
between the Lender and the Customers pursuant to which | |
the Lender agreed to advance the Loan to the Customers | |
"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 | |
"PRC" | the People's Republic of China, for the purpose of this |
announcement, excludes Hong Kong, the Macau Special | |
Administrative Region of the People's Republic of China | |
and Taiwan | |
"Share(s)" | the ordinary share(s) of HK$0.01 each in the issued share |
capital of the Company | |
"Shareholder(s)" | the holder(s) of the Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
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"subsidiary(ies)" | has the meaning as ascribed thereto under the Companies |
Ordinance (Chapter 622 of the Laws of Hong Kong) | |
"%" | per cent. |
By Order of the Board | |
WANG ON GROUP LIMITED | |
(宏安集團有限公司)* | |
Chan Chun Hong, Thomas | |
Managing Director |
Hong Kong, 24 September 2019
As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Tang Ching Ho, Ms. Yau Yuk Yin and Mr. Chan Chun Hong, Thomas and three independent non-executive Directors, namely Dr. Lee Peng Fei, Allen, Mr. Wong Chun, Justein and Mr. Siu Kam Chau.
* For identification purpose only
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Wang On Group Limited published this content on 24 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 September 2019 13:31:01 UTC