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Aceso Life Science Group Limited — Capital/Financing Update 2014
Jun 11, 2014
49235_rns_2014-06-11_95c72dd4-4a80-4a74-a66f-195bef424fbe.pdf
Capital/Financing Update
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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.
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(Incorporated in the Cayman Islands with limited liability)
(Stock code: 00474)
DISCLOSEABLE TRANSACTION IN RELATION TO PROVISION OF FINANCIAL ASSISTANCE
The Board is pleased to announce that on 11 June 2014, the Loan Agreement was entered into between Hao Tian Finance, an indirect wholly-owned subsidiary of the Company as lender, and the Borrower as borrower, pursuant to which, Hao Tian Finance has agreed to provide a Loan in the amount of HK$50,000,000 to the Borrower for a term of five months.
As one of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the amount of financial assistance granted to the Borrower was more than 5% but less than 25%, the Loan granted under the Loan Agreement 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.
As the amount of the financial assistance granted to the Borrower does not exceed 8% under the assets ratio as defined under Rule 13.13 of the Listing Rules, the grant of the Loan is not subject to the general disclosure obligations under Rule 13.15 of the Listing Rules.
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PROVISION OF FINANCIAL ASSISTANCE
On 11 June 2014, Hao Tian Finance entered into the Loan Agreement with the Borrower, pursuant to which Hao Tian Finance has agreed to provide a Loan in the amount of HK$50,000,000 to the Borrower for a term of five months.
Loan Agreement
Summarised below are the principal terms of the Loan Agreement.
Date : 11 June 2014 Parties Lender : Hao Tian Finance Borrower : The Borrower The Borrower is a properties holding company incorporated under the laws of Hong Kong. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiry, each of the Borrower and its beneficial owners is a third party independent of, and not connected with, the Company and its connected person(s) (within the meaning of the Listing Rules) Principal : HK$50,000,000 The Loan will be available for drawdown upon the satisfaction of certain conditions as set out in the Loan Agreement. It is expected that the Loan will be drawn down within one business day from the date of the Loan Agreement Interest rate : 13% per annum and shall be calculated on the actual number of days elapsed on the basis of 360-day year commencing from the Drawdown Date
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Arrangement fee
- : 2.5% of the Loan, which is payable on the Drawdown Date for the Loan
Term : five months commencing from the Drawdown Date
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Security : (1) A first legal charge over the entire issued shares of and in the immediate holding company of the Borrower
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(2) A first legal charge over the entire issued shares of and in the Borrower
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(3) A corporate guarantee to be given by the immediate holding company of the Borrower
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(4) A joint and several guarantee from the ultimate individual shareholders of the Borrower
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(5) A second mortgage over the residential property situate in Double Bay, No. 46 Island Road, Hong Kong with valuation conducted by an independent property valuer on 5 June 2014 with an aggregate amount of approximately HK$260 million
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Repayment : The Borrower shall repay the Loan in full in one lump sum on the Maturity Date with payment of interest on a monthly basis
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Voluntary Prepayment : The Borrower may prepay all or part of the Loan (but if in part, being an amount in the multiple of HK$500,000) together with interest accrued thereon by giving Hao Tian Finance not less than five Business Days’ advance notice in writing
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Funding of the Loan
The Group will finance the loan with internal resources.
Information of the Group
The Company is an investment holding company. The Group is principally engaged in the development of natural gas business and is seeking to expand its business gradually to various sectors of clean resources along with expansion of business coverage to other industries such as provision of loan financing services, trading of commodities and securities investments. Hao Tian Finance, an indirect wholly-owned subsidiary of the Company, is a money lender licenced in Hong Kong under the provisions of the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong).
Reasons for, and benefits of, the Loan Agreement
The terms of the Loan Agreement were negotiated on an arm’s length basis between Hao Tian Finance and the Borrower. The Directors are of the view that the terms of the Loan Agreement were entered into on normal commercial terms. The making of the Loan is collateralized. The collateral provided by the Borrower for the Loan is sufficient based on the market value of the property subject to the second mortgage executed in favour of Hao Tian Finance. Taking into account the satisfactory financial background of the Borrower and that a stable revenue and cashflow stream from the interest income is expected, the Directors consider that the terms of the Loan Agreement and the entering into of the Loan Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole.
LISTING RULES IMPLICATIONS
The Directors consider that the granting of the Loan is a financial assistance provided by the Company within the meaning of the Listing Rules.
As one of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the amount of financial assistance granted to the Borrower was more than 5% but less than 25%, the Loan granted under the Loan Agreement 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.
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As the amount of the financial assistance granted to the Borrower does not exceed 8% under the assets ratio as defined under Rule 13.13 of the Listing Rules, the grant of the Loan is not subject to the general disclosure obligations under Rule 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” the borrower under the Loan Agreement “Company” Hao Tian Development Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange “Director(s)” the director(s) of the Company “Drawdown Date” the date on which the Loan is drawn down “Group” the Company and its subsidiaries “Hao Tian Finance” Hao Tian Finance Company Limited, a limited liability company incorporated in Hong Kong and an indirect wholly-owned subsidiary of the Company and a licensed money lender under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange
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“Loan” a loan in the amount of HK$50,000,000 provided by Hao Tian Finance to the Borrower “Loan Agreement” the loan agreement dated 11 June 2014 entered into between Hao Tian Finance and the Borrower in respect of the Loan “Maturity Date” the date falling on the expiry of five calendar months from the Drawdown Date “Stock Exchange” The Stock Exchange of Hong Kong Limited
By Order of the Board of Hao Tian Development Group Limited Fok Chi Tak Executive Director
Hong Kong, 11 June 2014
As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Xu Hai Ying, Dr. Zhiliang Ou, JP (Australia) and Mr. Fok Chi Tak and three independent non-executive Directors, namely Mr. Chan Ming Sun Jonathan, Mr. Ma Lin, and Mr. Lam Kwan Sing.
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