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Fufeng Group Limited — Capital/Financing Update 2021
Jun 4, 2021
49286_rns_2021-06-04_d32ca255-77ea-4193-9426-3eb9a4af7623.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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Fufeng Group Limited 阜豐集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 546)
ANNOUNCEMENT PURSUANT TO RULE 13.18 OF THE LISTING RULES US$400 MILLION SYNDICATED LOAN FACILITY
The board of directors (the “ Board ”) of Fufeng Group Limited (阜豐集團有限公司) (the “ Company ”) is pleased to announce that, the Company (as borrower) and certain of its subsidiaries (as guarantors) entered into a facilities agreement (effective from 9 March 2021) with certain major banks in the Asia Pacific region (as lenders) pursuant to which a USD term and revolving loan facility (the “ Facilities ”) of US$400 million with a term of 36 months from initial funding has been granted to the Company at the rate of interest equivalent to the aggregate of a margin rate of 1.8% per annum plus the London interbank offered rate administered by ICE Benchmark Administration Limited on the relevant date (the “ Agreement ”). The purpose of the loan, if utilize, is mainly to refinance the existing offshore debt of the Company and for general corporate purposes. The utilization of the Facilities which is available for six months after the date of the Agreement is subject to a set of conditions precedent being met, including filing of the Agreement with National Development and Reform Commission of the People’s Republic of China (“ NDRC ”). As of 4 June 2021, the Company has been notified by NDRC that the relevant filing of the Agreement has been completed.
Furthermore under the Facilities, it would constitute a change of control event if Mr. Li Xuechun, being the controlling shareholder of the Group ceases to beneficially own at least 35% of the issued share capital of the Company or ceases to be the single largest shareholder. As at the date of this announcement, Mr. Li Xuechun legally and beneficially owns approximately 39.28% of the entire issued share capital of the Company. On and at any time after the occurrence of a change of control event, (i) the Lender shall not be obliged to fund the utilization of the term loan facility under the Facilities, and (ii) if the lenders so required, the lenders shall, by not less than five days notice to the Company, require all outstanding loans under the Facilities, together with accrued interest and all other amounts accrued under the finance documents in connection with the Facilities immediately due and payable.
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The Facilities has received strong support from 18 major banks in Hong Kong, China, Singapore and other areas, namely: Bank of China (Hong Kong) Limited, Citibank, N.A., Hong Kong Branch and Deutsche Bank AG, Singapore Branch (these three banks acting as original mandated lead arranger and bookrunner), China Construction Bank (Asia) Corporation Limited, Bank of Communications (Hong Kong) Limited, China CITIC Bank International Limited, Coöperatieve Rabobank U.A., Hong Kong Branch, KDB Asia Limited, The Bank of East Asia Limited, Ping An Bank Co., Ltd. Shanghai Pilot Free Trade Zone branch, BNP Paribas Hong Kong Branch, China Minsheng Banking Corp., Ltd. Hong Kong Branch, Shinhan Bank Hong Kong Branch, Sumitomo Mitsui Trust Bank, Limited Hong Kong Branch, Woori Bank Hong Kong Branch, Bank of the Philippine Islands, Land Bank of Taiwan Co., Ltd. (incorporated in Taiwan) Hong Kong Branch and CTBC Bank Co., Ltd.
This announcement is made in compliance with the disclosure requirement under Rule 13.18 of the Listing Rules. The Company will, in compliance with Rule 13.21 of the Listing Rules, include appropriate disclosure in its subsequent interim and annual reports for so long as the specific performance obligations mentioned herein continue to exist.
By order of the Board Fufeng Group Limited Li Xuechun Chairman
Hong Kong, 4 June 2021
As at the date of this announcement, the executive directors of the Company are Mr. Li Xuechun, Mr. Li Deheng and Mr. Li Guangyu and the independent non-executive directors of the Company are Mr. Lau Chung Wai, Mr. Xu Zheng Hong and Mr. Zhang Youming.
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