Harbour Centre Development Limited — Capital/Financing Update 2018

Sep 19, 2018

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.

FEC

遠東發展

FAR EAST CONSORTIUM INTERNATIONAL LIMITED

遠東發展有限公司*

(Incorporated in the Cayman Islands with limited liability)

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

(Stock Code: 35)

ANNOUNCEMENT PURSUANT TO RULE 13.18 OF THE LISTING RULES

This announcement is made by Far East Consortium International Limited (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

THE FACILITY AGREEMENT

The board of directors (the "Board") of the Company announces that on 19 September 2018, the Company and a wholly-owned subsidiary of the Company, both as guarantors, and City Sight Limited ("City Sight"), a wholly-owned subsidiary of the Company, as borrower, entered into a facility agreement (the "Facility Agreement") with a group of banks (the "Lenders") which are all third parties independent of the Company and its connected persons. Pursuant to the Facility Agreement, term loan facility in aggregate amount of up to HK$1,700 million (the "Loan Facility") was granted to City Sight. The final maturity date is 37 months from the date of the Facility Agreement.

All amounts borrowed by City Sight will be used for refinancing the outstanding principal amount of a HK$1,350 million term loan facility under the facility agreement dated 22 February 2016 as described in the announcement of the Company dated 22 February 2016 and financing the general working capital requirements of the Group.

• For identification purposes only

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SPECIFIC PERFORMANCE COVENANTS

Pursuant to the Facility Agreement, the following specific performance covenants (the “Covenants”) were imposed on the controlling shareholder of the Company:

(a) Sumptuous Assets Limited shall own, directly or indirectly, at least 40% of the beneficial interest in the Company, carrying at least 40% of the voting right.

(b) Chiu Family (as defined in the Facility Agreement) shall own, directly or indirectly, more than 51% of the beneficial interest in Sumptuous Assets Limited, carrying more than 51% of the voting right, free from any security.

A breach of the Covenants will constitute an event of default under the Facility Agreement, pursuant to which the Lenders may, inter alia, cancel the Loan Facility and declare that all sums accrued or outstanding (including accrued interest) under the Facility Agreement shall become immediately due and payable.

As at the date of this announcement, Sumptuous Assets Limited directly owns approximately 46.16% of the total issued share capital of the Company, and Sumptuous Assets Limited is wholly-owned by Tan Sri Dato’ David CHIU.

The Company will make continuing disclosure in its subsequent interim and annual reports pursuant to the requirements of Rule 13.21 of the Listing Rules so long as the abovementioned obligations continue to exist.

By Order of the Board

Far East Consortium International Limited

Ka Pong CHAN

Company Secretary

Hong Kong, 19 September 2018

As at the date of this announcement, the Board comprises four executive directors namely, Tan Sri Dato’ David CHIU, Mr. Cheong Thard HOONG, Mr. Dennis CHIU and Mr. Craig Grenfell WILLIAMS; and three independent non-executive directors, namely Mr. Kwok Wai CHAN, Mr. Peter Man Kong WONG and Mr. Kwong Siu LAM.

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