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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 Bermuda with limited liability)


(Stock code: 111)

DISCLOSEABLE TRANSACTION
PROVISION OF FINANCIAL ASSISTANCE

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.

IMPLICATIONS UNDER THE LISTING RULES

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.

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, 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:

Date of the Entrusted Loan Agreement

21 July 2017 (after trading hours)

Parties

Lender: Cinda Lingxian (Shenzhen) Equity Investment Fund


Management Limited* (()
), an indirect wholly-owned subsidiary of
the Company

Lending agent: Nanyang Commercial Bank (China) Limited, Shenzhen


Branch* (())

Borrower: Shenzhen Dongnan Dingsheng Financial Services


Company Limited* ()

Amount of the Entrusted The principal amount of the Entrusted Loan to be


Loan: provided by Cinda Lingxian to the Borrower through
the Entrusted Bank is RMB60,000,000 (equivalent to
approximately HK$69,600,000).

Interest rate: Fixed interest rate of 6% per annum, calculated on the


basis of a 360-day per year and the actual number of
days elapsed and shall be payable half-yearly on 28th
of June and December respectively during the term
of the Entrusted Loan. The first interest payment date
shall be 29 December 2017. If such date falls on a
public holiday, then the next business day immediately
following such date.

Term: 1 year commencing from the date of drawdown of the


Entrusted Loan. In the event that the Borrower intends to
extend the loan period, it shall give a written application
to Cinda Lingxian at least 15 business days prior to the
end of the loan period to seek Cinda Lingxians written
consent. Such period may be extended for a maximum
of 1 year after obtaining Cinda Lingxians prior written
consent.

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.

Repayment: The Borrower shall repay the principal amount of the


Entrusted Loan and the outstanding interests in full at
the end of the loan period.

Default of repayment: If the Borrower fails to repay the principal amount


or any outstanding interest in accordance with the
Entrusted Loan Agreement, and no agreement has been
reached between Cinda Lingxian and the Borrower
in relation to the extension of the loan period, the
Borrower shall pay, in respect of the principal amount
and any outstanding interest of the Entrusted Loan,
default interest rate of 10% over the interest at a rate
specified in the Entrusted 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. If the Borrower fails
to repay the interests when they fall due, Cinda Lingxian
is entitled to impose the aforementioned default interest
rate in compound in respect of the outstanding interests.

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.

Prepayment: In the event that the Borrower intends to revise the


repayment schedule, it shall give a written application
to Cinda Lingxian at least 15 business days prior to
the end of the loan period to seek Cinda Lingxians
written consent. Nonetheless, in practice, the Borrower
shall first inform Cinda Lingxian about its intention of
prepayment by giving it not less than one months prior
written notice. After negotiating with and obtaining
the approval of Cinda Lingxian, the Borrower shall
then give a formal written application addressed to
both Cinda Lingxian and the Entrusted Bank at least
15 business days prior to the end of the loan period in
respect of the prepayment.

SOURCE OF FUNDING

The Entrusted Loan will be financed by the internal resources of the Group.

INFORMATION ON THE BORROWER

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.

INFORMATION ON THE ENTRUSTED BANK

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.

INFORMATION ON THE GROUP AND CINDA LINGXIAN

The Group is principally engaged in the provision of asset management, corporate


finance advisory services, securities broking, commodities and futures broking,
financial planning and insurance broking.

Cinda Lingxian is a company established in the PRC with limited liability on 23


February 2016 and is an indirect wholly-owned subsidiary of the Company. It is
principally engaged in the provision of consultancy and asset management services.

REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED


LOAN AGREEMENT

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.

IMPLICATIONS UNDER THE LISTING RULES

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:

Board the board of Directors

Borrower Shenzhen Dongnan Dingsheng Financial Services


Company Limited* (),
a limited liability company established in the PRC

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

Cinda Lingxian Cinda Lingxian (Shenzhen) Equity Investment Fund


Management Limited* (()
), a company established in the PRC with
limited liability on 23 February 2016 and is an indirect
wholly-owned subsidiary of the Company

Company Cinda International Holdings Limited, a company


incorporated in Bermuda with limited liability, the
shares of which are listed on the Main Board of the
Stock Exchange (stock code: 111)

connected person(s) has the meaning ascribed thereto under the Listing Rules

7
Director(s) the director(s) of the Company

Entrusted Bank Nanyang Commercial Bank (China) Limited, Shenzhen


B r a n c h * (()) ,
as the entrusted bank and the lending agent under the
Entrusted Loan Agreement

Entrusted Loan the loan in the principal amount of RMB60,000,000


(equivalent to approximately HK$69,600,000) granted by
Cinda Lingxian to the Borrower through the Entrusted
Bank pursuant to the Entrusted Loan Agreement

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

Group the Company and its subsidiaries

Hong Kong the Hong Kong Special Administrative Region of the


PRC

Listing Rules the Rules Governing the Listing of Securities on the


Stock Exchange

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

PRC the Peoples Republic of China

RMB Renminbi, the lawful currency of the PRC

Shareholder(s) the shareholder(s) of the Company

Stock Exchange The Stock Exchange of Hong Kong Limited

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

HK$ Hong Kong dollars, the lawful currency of Hong Kong

% 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.

By Order of the Board


Cinda International Holdings Limited
Lau Mun Chung
Executive Director

Hong Kong, 21 July 2017

As at the date of this announcement, the Board comprises:

Executive Directors: Mr. Gong Zhijian (Chairman and Managing Director)


Mr. Lau Mun Chung

Non-executive Directors: Mr. Chow Kwok Wai


Ms. Zheng Yi

Independent Non-executive Mr. Hung Muk Ming


Directors: Mr. Xia Zhidong
Mr. Liu Xiaofeng

Website: http://www.cinda.com.hk

* For identification purpose only

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