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Aceso Life Science Group Limited — Capital/Financing Update 2015
Oct 9, 2015
49235_rns_2015-10-09_c982f514-5bd1-4532-b82b-330731f2ba69.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 9 October 2015, the Loan Agreement was entered into between Hao Tian Finance, an indirect subsidiary of the Company as lender, and the Borrower as borrower, pursuant to which, Hao Tian Finance has agreed to provide the Loan in the principal amount of HK$100,000,000 to the Borrower for a term of one year after the Drawdown Date.
As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the financial assistance given to the Borrower was more than 5% but less than 25%, the Loan advanced 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 advanced to the Borrower does not exceed 8% of 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 9 October 2015, Hao Tian Finance entered into the Loan Agreement with the Borrower, pursuant to which Hao Tian Finance has agreed to provide the Loan in the principal amount of HK$100,000,000 to the Borrower for a term of one year after the Drawdown Date.
Loan Agreement
Summarised below are the principal terms of the Loan Agreement.
Date: 9 October 2015 Parties Lender: Hao Tian Finance Borrower: The Borrower Guarantor: The Guarantor Principal: HK$100,000,000 The Loan will be available for drawdown upon the satisfaction of certain conditions as set out in the Loan Agreement. Pursuant to the Loan Agreement, the Borrower may within 3 Business Days from the date of the Loan Agreement make a single drawing for the full amount of the Loan Interest rate: 15% per annum, which shall be calculated on the actual number of days elapsed on the basis of 360-day year commencing from the Drawdown Date Upfront fee: 1% of the Loan, which is payable on or before the Drawdown Date for the Loan Term: one year period commencing from the Drawdown Date
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Security:
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(i) personal guarantee from the Guarantor;
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(ii) share charge over the shares of and in a company listed on the Stock Exchange executed by the Guarantor in favour of Hao Tian Finance;
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(iii) share charge over the shares of and in the Guarantor’s Company executed by the Guarantor in favour of Hao Tian Finance; and
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(iv) share charge over the shares of and in a company listed on the Stock Exchange executed by the Guarantor’s Company in favour of Hao Tian Finance
Repayment:
The Borrower shall repay the Loan in full in one lump sum together with outstanding interest accrued thereon on the Maturity Date
Voluntary Prepayment:
The Borrower may repay all or part of the Loan (but if in part, being an amount in the multiple of HK$1,000,000) together with interest accrued thereon any time prior to the Maturity Date
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Borrower, the Guarantor’s Company and the Guarantor are third parties independent of the Company and connected persons of the Company.
Funding of the Loan
The Group will finance the loan by the internal resources of the Group or bank facilities.
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Information of the Group
The Company is an investment holding company. The principal businesses of the Group comprise financial services, securities investment, trading of futures, and logistics and warehousing. Hao Tian Finance, an indirect subsidiary of the Company, is a money lender licenced in Hong Kong pursuant to 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 a normal commercial terms. The Loan is guaranteed by the Guarantor and is secured by the charges over the shares of and in (i) a company listed on the Stock Exchange executed by the Guarantor in favour of Hao Tian Finance; (ii) the Guarantor’s Company executed by the Guarantor in favour of Hao Tian Finance and (iii) a company listed on the Stock Exchange executed by the Guarantor’s Company in favour of Hao Tian Finance. Taking into account the satisfactory financial background of the Guarantor and the Guarantor’s Company 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 advance of the Loan constitutes financial assistance provided by the Company within the meaning of the Listing Rules.
As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the financial assistance given to the Borrower was more than 5% but less than 25%, the Loan advanced under the Loan Agreement constitutes a discloseable transaction of 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 given to the Borrower does not exceed 8% of the assets ratio as defined under Rule 13.13 of the Listing Rules, the advance of the Loan is not subject to the general disclosure obligations under Rule 13.15 of the Listing Rules.
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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” an individual businessman, the borrower under the Loan Agreement; “Business Day” a day (other than a Saturday) on which commercial banks in Hong Kong are open for general banking transactions; “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; “Directors” the directors of the Company; “Drawdown Date” the date on which the Loan is drawdown; “Group” the Company and its subsidiaries; “Guarantor” an individual businessman, the guarantor who agrees to guarantee the liabilities of the Borrower under the Loan Agreement and hold, both through the Guarantor’s Company or by himself, certain shares in a company listed on the Stock Exchange; “Guarantor’s Company” a corporate vehicle incorporated in the British Virgin Islands which is wholly-owned by the Guarantor and hold certain shares in a company listed on the Stock Exchange;
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“Hao Tian Finance” Hao Tian Finance Company Limited, a limited liability company incorporated in Hong Kong and an indirect subsidiary of the Company and a licensed money lender under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong); “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; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “Loan” a loan in the principal amount of HK$100,000,000 advanced by Hao Tian Finance to the Borrower; “Loan Agreement” the loan agreement dated 9 October 2015 entered into between Hao Tian Finance and the Borrower in respect of the Loan; “Maturity Date” the date falling on the expiry of one year period after the Drawdown Date; “Stock Exchange” The Stock Exchange of Hong Kong Limited; and “%” per cent.
By order of the Board Hao Tian Development Group Limited Fok Chi Tak
Executive Director
Hong Kong, 9 October 2015
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. Lam Kwan Sing and Mr. Lee Chi Hwa, Joshua.
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