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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.
DISCLOSEABLE TRANSACTION
PROVISION OF FINANCIAL ASSISTANCE
The Board announces that on 21 July 2017 (after trading hours), Cinda Lingxian,
an indirect wholly-owned subsidiary of the Company, as the lender, entered
into the Loan Agreement with the Borrower as the borrower, pursuant to which
Cinda Lingxian agreed to grant the Entrusted Loan in the principal amount of
RMB60,000,000 (equivalent to approximately HK$69,600,000) to the Borrower
through an entrusted bank. On the same day, pursuant to the Loan Agreement,
Cinda Lingxian, as the lender, the Entrusted Bank as the lending agent and the
Borrower as the borrower entered into the Entrusted Loan Agreement, pursuant to
which Cinda Lingxian agreed to provide the Entrusted Loan in the principal amount
of RMB60,000,000 (equivalent to approximately HK$69,600,000) through the
Entrusted Bank, which will release the Entrusted Loan funded by Cinda Lingxian,
to the Borrower.
As one or more of the applicable percentage ratios under Rule 14.07 of the
Listing Rules in respect of the Entrusted Loan exceed(s) 5% but less than 25%,
the Entrusted Loan constitutes a discloseable transaction for the Company under
Chapter 14 of the Listing Rules and is therefore subject to the reporting and
announcement requirements under the Listing Rules.
1
The Entrusted Bank is an indirect wholly-owned subsidiary of China Cinda, a
controlling Shareholder interested in approximately 63% of the issued share
capital of the Company, therefore, the Entrusted Bank is a connected person of the
Company and the provision of service by the Entrusted Bank under the Entrusted
Loan Agreement constitutes a connected transaction for the Company under the
Listing Rules. Given that the Entrusted Bank only provides lending agent service
to Cinda Lingxian and the Borrower under the Entrusted Loan Agreement and will
release the Entrusted Loan funded by Cinda Lingxian to the Borrower, the Entrusted
Bank will not advance any amount to Cinda Lingxian or the Borrower. As such,
only the handling fee chargeable by the Entrusted Bank under the Entrusted Loan
Agreement will be subject to the relevant requirements under Chapter 14A of the
Listing Rules. The applicable percentage ratios pursuant to the Listing Rules in
respect of the handling fee under the Entrusted Loan Agreement are less than 0.1%,
therefore, the provision of service by the Entrusted Bank under the Entrusted Loan
Agreement constitutes de minimis connected transaction for the Company exempt
from all the reporting, announcement and independent Shareholders approval
requirements under Chapter 14A of the Listing Rules.
The Board announces that on 21 July 2017 (after trading hours), Cinda Lingxian, an
indirect wholly-owned subsidiary of the Company, as the lender, entered into the Loan
Agreement with the Borrower as the borrower, pursuant to which Cinda Lingxian
agreed to grant the Entrusted Loan in the principal amount of RMB60,000,000
(equivalent to approximately HK$69,600,000) to the Borrower through an entrusted
bank, at an interest rate of 6% per annum, payable half-yearly. The loan period is 1
year commencing from the date of drawdown of the Entrusted Loan, and such period
may be extended for 1 year after obtaining Cinda Lingxians prior written consent.
The Borrower shall repay the principal amount of the Entrusted Loan in full at the
end of the loan period. If the Borrower fails to repay the principal amount or any
outstanding interest in accordance with the Loan Agreement, and no agreement has
been reached between Cinda Lingxian and the Borrower in relation to the extension
of the loan period, Cinda Lingxian shall have the right to impose on the principal
amount and any outstanding interest the default interest rate of 10% over the interest
rate specified in the Loan Agreement from the date on which default of repayment has
occurred until the date on which the principal amount and the interests are fully settled
by the Borrower. The Borrower may repay the whole or any part of the outstanding
principal amount of the Entrusted Loan before the end of the loan period, provided that
the Borrower shall have given not less than one months prior written notice to Cinda
Lingxian.
On the same day, pursuant to the Loan Agreement, Cinda Lingxian, as the lender,
the Entrusted Bank as the lending agent and the Borrower as the borrower entered
into the Entrusted Loan Agreement, pursuant to which Cinda Lingxian agreed to
provide the Entrusted Loan in the principal amount of RMB60,000,000 (equivalent to
approximately HK$69,600,000) through the Entrusted Bank, which will release the
Entrusted Loan funded by Cinda Lingxian, to the Borrower.
2
Summarised below are the principal terms of the Entrusted Loan Agreement:
Parties
3
Proposed use of Entrusted The Entrusted Loan shall be used by the Borrower to
Loan: supplement its daily operating fund. If the Borrower
fails to use the Entrusted Loan in accordance with the
Entrusted Loan Agreement, the Borrower shall pay
default interests at a rate of 10% over the interest rate
specified in the Entrusted Loan Agreement from the
date of occurrence of default until the date on which the
principal amount and the interests are fully settled by
the Borrower.
4
Handling fee: The handling fee of the Entrusted Loan shall be 0.2%
per annum of the principal amount pursuant to the
Entrusted Loan Agreement, calculated on the basis of
a 360-day per year and the number of days elapsed
between the date of drawdown and expiry of the term
of the Entrusted Loan Agreement, which shall be (1)
the agreed final repayment date of the principal amount
of the Entrusted Loan, or (2) the date on which the
principal amount of the Entrusted Loan is actually
settled, whichever is later. In addition, if the term of
the Entrusted Loan Agreement is within half a year,
the number of days elapsed shall be deemed to be half
a year; if the term of the Entrusted Loan Agreement is
more than half a year but less than one year, the number
of days elapsed shall be deemed to be one year; and
if the term of the Entrusted Loan Agreement is more
than one year, the number of days elapsed shall be the
actual number of days elapsed. The handling fee of the
Entrusted Loan shall be settled by Cinda Lingxian to the
Entrusted Bank in one lump sum within three business
days from the date of drawdown.
SOURCE OF FUNDING
The Entrusted Loan will be financed by the internal resources of the Group.
The Borrower is a limited liability company established in the PRC which is principally
engaged in investment management.
5
To the best of the Directors knowledge, information and belief having made all
reasonable enquiries, the Borrower and its ultimate beneficial owner(s) are third parties
independent of the Company and its connected persons.
The Entrusted Bank is established in the PRC as a wholly foreign-owned bank and
is principally engaged in the provision of a range of banking services and related
financial services. The Entrusted Bank is an indirect wholly-owned subsidiary of China
Cinda, a controlling Shareholder interested in approximately 63% of the issued share
capital of the Company.
The entering into of the Entrusted Loan Documents can increase the rate of return of
the Groups cash and cash equivalents thereby improve both the investment income
and the profits of the Group. The terms of the Entrusted Loan Documents were
negotiated on an arms length basis among the parties thereto based on, among other
things, the financing needs requested by the Borrower. The Directors are of the view
that the Entrusted Loan Documents were entered into on normal commercial terms.
Taking into account the interest income that is expected to be generated as a result of
the Entrusted Loan Documents, the Directors consider that the terms of the Entrusted
Loan Documents are fair and reasonable and in the interests of the Company and its
Shareholders as a whole.
As one or more of the applicable percentage ratios under Rule 14.07 of the Listing
Rules in respect of the Entrusted Loan exceed(s) 5% but less than 25%, the Entrusted
Loan constitutes a discloseable transaction for the Company under Chapter 14 of the
Listing Rules and is therefore subject to the reporting and announcement requirements
under the Listing Rules.
6
The Entrusted Bank is an indirect wholly-owned subsidiary of China Cinda, a
controlling Shareholder interested in approximately 63% of the issued share capital of
the Company, therefore, the Entrusted Bank is a connected person of the Company and
the provision of service by the Entrusted Bank under the Entrusted Loan Agreement
constitutes a connected transaction for the Company under the Listing Rules. Given
that the Entrusted Bank only provides lending agent service to Cinda Lingxian and
the Borrower under the Entrusted Loan Agreement, and will release the Entrusted
Loan funded by Cinda Lingxian to the Borrower, the Entrusted Bank will not advance
any amount to Cinda Lingxian or the Borrower. As such, only the handling fee
chargeable by the Entrusted Bank under the Entrusted Loan Agreement will be subject
to the relevant requirements under Chapter 14A of the Listing Rules. The applicable
percentage ratios pursuant to the Listing Rules in respect of the handling fee under
the Entrusted Loan Agreement are less than 0.1%, therefore, the provision of service
by the Entrusted Bank under the Entrusted Loan Agreement constitutes de minimis
connected transaction for the Company exempt from all the reporting, announcement
and independent Shareholders approval requirements under Chapter 14A of the
Listing Rules.
DEFINITIONS
In this announcement, the following terms shall have the meanings set out below
unless the context requires otherwise:
China Cinda China Cinda Asset Management Co., Ltd., a joint stock
company incorporated in the PRC with limited liability,
the shares of which are listed on the Stock Exchange
connected person(s) has the meaning ascribed thereto under the Listing Rules
7
Director(s) the director(s) of the Company
Entrusted Loan Agreement the entrusted loan agreement (as supplemented and
amended by the Supplemental Agreement) dated 21 July
2017 entered into among Cinda Lingxian, the Entrusted
Bank and the Borrower in relation to the provision of
the Entrusted Loan
Entrusted Loan Documents the Loan Agreement and the Entrusted Loan Agreement
Loan Agreement the loan agreement dated 21 July 2017 entered into
between Cinda Lingxian and the Borrower in relation to
the granting of the Entrusted Loan
8
Supplemental Agreement the agreement dated 21 July 2017 entered into among
Cinda Lingxian, the Entrusted Bank and the Borrower,
which supplements and amends the Entrusted Loan
Agreement
% per cent.
For the purpose of this announcement, unless otherwise indicated, the conversion of
RMB into HK$ is based on the exchange rate of RMB1.00 = HK$1.16. Such rate is
for the purpose of illustration only and does not constitute a representation that any
amount in question in RMB or HK$ has been or could have been or may be converted
at such or another rate or at all.
Website: http://www.cinda.com.hk