Persistence Gold Group Ltd — Capital/Financing Update 2021

Dec 23, 2021

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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APAC RESOURCES LIMITED 亞太資源有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

(Warrant Code: 1074)

DISCLOSEABLE TRANSACTION EXTENSION OF LOAN REPAYMENT DATE

References are made to the Previous Announcements in relation to a loan transaction among the Lender (a wholly-owned subsidiary of the Company) as the lender, the Borrower as the borrower and the Guarantor as the guarantor and the extension of the repayment date of the Loan pursuant to the Supplemental Loan Agreement. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Previous Announcements.

On 23 December 2021, the Lender as the lender entered into the Second Supplemental Loan Agreement with the Borrower as the borrower and the Guarantor as the guarantor, pursuant to which, the Lender agreed to, among other things, further extend the repayment date of the Loan from 30 December 2022 to 29 December 2023 on the terms and subject to the conditions therein. RMB109,000,000 of the Loan has been fully drawn on 17 September 2019 and as at the date of the Second Supplemental Loan Agreement, such amount remained outstanding.

LISTING RULES IMPLICATIONS

As the Lender is a wholly-owned subsidiary of the Company, the Transaction entered into by the Lender shall be a deemed transaction of the Company under the Listing Rules as the definition of “listed issuer” under Chapter 14 of the Listing Rules shall include the listed issuer’s subsidiaries. The Transaction constitutes a discloseable transaction for the Company on the basis that the relevant percentage ratio(s) of the Company exceeds 5% but all are below 25%.

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References are made to the Previous Announcements in relation to a loan transaction among the Lender (a wholly-owned subsidiary of the Company) as the lender, the Borrower as the borrower and the Guarantor as the guarantor and the extension of the repayment date of the Loan pursuant to the Supplemental Loan Agreement. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Previous Announcements.

THE TRANSACTION

On 23 December 2021, the Lender as the lender entered into the Second Supplemental Loan Agreement with the Borrower as the borrower and the Guarantor as the guarantor, pursuant to which, the Lender agreed to, among other things, further extend the repayment date of the Loan from 30 December 2022 to 29 December 2023 on the terms and subject to the conditions therein. RMB109,000,000 of the Loan has been fully drawn on 17 September 2019 and as at the date of the Second Supplemental Loan Agreement, such amount remained outstanding.

The Second Supplemental Loan Agreement

Date:	23	December 2021
Parties:	1)	the Lender as the lender for the Second Supplemental
		Loan Agreement;
	2)	the Borrower as the borrower for the Second
		Supplemental Loan Agreement; and
	3)	the Guarantor as the guarantor for the Second
		Supplemental Loan Agreement.

As at the date of this announcement, to the best knowledge, information and belief of the Directors having made all reasonable enquiries and based on the confirmations of the Borrower and the Guarantor, and so far as the Directors are aware, there exists only the following relationships (the “ Disclosed Relationships ”) between (i) the Guarantor, the Borrower and their ultimate beneficial owner(s); and (ii) the Company, namely that:

1. Mr. Lee Seng Hui, a non-executive Director, is one of the trustees of Lee and Lee Trust, being a discretionary trust;

2. Lee and Lee Trust, together with Mr. Lee Seng Hui’s personal interest, controls approximately 74.96% interest in the total number of issued shares of AGL;

3. AGL is indirectly interested in approximately 50.83% and 39.99% of the total number of issued shares of Tian An and the Company respectively;

4. Tian An is indirectly interested in approximately 12.82% of the total number of issued shares of the Guarantor;

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1. A substantial shareholder of the Guarantor indirectly holds approximately 9.45% and 8.62% interest in Tian An and AGL respectively; and

2. Dr. Wong Wing Kuen, Albert, an independent non-executive Director, is also an independent non-executive director of the Guarantor.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries and based on the confirmations of the Borrower and the Guarantor, other than the Disclosed Relationships, the Borrower, the Guarantor and their ultimate beneficial owners are all third parties independent of the Company and its connected persons.

Having considered the Disclosed Relationships, the Directors are of the opinion that:

1. the Transaction is not a connected transaction of the Company pursuant to Chapter 14A of the Listing Rules; and

2. the independence of the Guarantor and the Borrower in entering into the Second Supplemental Loan Agreement is not impeded by the Disclosed Relationships as Lee and Lee Trust, AGL and Tian An cannot control the composition of all or the majority of the board of directors of the Guarantor and the Borrower.

In view of the Disclosed Relationships, Mr. Lee Seng Hui has also abstained from voting on the board resolutions of the Company in respect of the Transaction and this announcement.

Principal terms of the Second Supplemental Loan Agreement

Pursuant to the Second Supplemental Loan Agreement, the Loan Agreement has now been amended and supplemented, inter alia, as follows:

Repayment date: 29 December 2023

Save for the amendments made to the Loan Agreement by the Second Supplemental Loan Agreement, the provisions of the Loan Agreement as amended and/or supplemented by the Supplemental Loan Agreement and the rights and obligations thereunder shall remain in full force and effect.

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REASONS FOR AND BENEFITS OF THE TRANSACTION

The Transaction, which forms part of the Group’s financial services activities, allows the Group to apply certain of its funds to better use thereby providing a higher return to the Group. The terms of the Second Supplemental Loan Agreement, including the interest rate applicable, were arrived at after arm’s length negotiations between the Lender and the Borrower having taken into account the current market norm in relation to similar transactions.

In view of the above, the Directors are of the view that the terms of the Second Supplemental Loan Agreement are on normal commercial terms and the Transaction is fair and reasonable, and in the interests of the Company and its shareholders taken as a whole.

INFORMATION ABOUT THE COMPANY, THE GROUP, THE LENDER, THE BORROWER AND THE GUARANTOR

The Company and the Group

The Company is a company incorporated in Bermuda with limited liability, the securities of which are listed on the main board of the Stock Exchange.

The Group is an established investment fund and commodity trading house which owns strategic interests in natural resource companies with the main business lines comprising of primary strategic investment, resource investment, and commodity trading business, focused primarily on metals, mining and energy and investment in financial assets.

The Lender

The Lender is a company incorporated in Hong Kong with limited liability and is a wholly-owned subsidiary of the Company. The principal business activity of the Lender is principal investments and financial services.

The Borrower

The Borrower is a company incorporated in Hong Kong with limited liability and is a wholly-owned subsidiary of the Guarantor. The principal business activity of the Borrower is group treasury management.

The Guarantor

The Guarantor is a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange, and is the beneficial owner of the entire issued share capital of the Borrower. The principal business activity of the Guarantor is investment holding and through its subsidiaries, it engaged in investment and management and operation of healthcare and hospital businesses, aged care businesses, trading of medical equipment and related supplies, property investment and development, securities trading and investments, provision of financial services and strategic investment.

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LISTING RULES IMPLICATIONS

As the Lender is a wholly-owned subsidiary of the Company, the Transaction entered into by the Lender shall be a deemed transaction of the Company under the Listing Rules as the definition of “listed issuer” under Chapter 14 of the Listing Rules shall include the listed issuer’s subsidiaries. The Transaction constitutes a discloseable transaction for the Company on the basis that the relevant percentage ratio(s) of the Company exceeds 5% but all are below 25%.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

“Borrower” Pacific Allied Limited, a company incorporated in Hong Kong with limited liability, being a wholly-owned subsidiary of the Guarantor, and the borrower under the Loan Agreement, the Supplemental Loan Agreement and the Second Supplemental Loan Agreement;

“Company” APAC Resources Limited, a company incorporated in Bermuda with limited liability, the securities of which are listed on the main board of the Stock Exchange (Stock Code: 1104 and Warrant Code: 1074); “Guarantor” China Medical & HealthCare Group 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: 383), and the guarantor under the Loan Agreement, the Supplemental Loan Agreement and the Second Supplemental Loan Agreement;

“Lender” APAC Resources Shanghai Limited, a company incorporated in Hong Kong with limited liability, being a wholly-owned subsidiary of the Company, and the lender under the Loan Agreement, the Supplemental Loan Agreement and the Second Supplemental Loan Agreement;

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“Loan” the loan in the amount of HK$125,000,000 (or an amount equivalent to HK$125,000,000 in such alternative currency as acceptable to and agreed by the Lender) made available by the Lender to the Borrower on the terms and subject to the conditions set out in the Loan Agreement as amended and/or supplemented by the Supplemental Loan Agreement and the Second Supplemental Loan Agreement;

“Previous Announcements”

the announcements dated 13 September 2019 and 16 December 2020 made by the Company;

“Second Supplemental the second supplemental loan agreement to the Loan Loan Agreement” Agreement entered into among the Lender, the Borrower and the Guarantor on 23 December 2021; and

“Transaction” the transaction contemplated under the Second Supplemental Loan Agreement.

By Order of the Board APAC Resources Limited Andrew Ferguson Executive Director

Hong Kong, 23 December 2021

As at the date of this announcement, the directors of the Company are:

Executive Directors

Mr. Brett Robert Smith (Deputy Chairman) and Mr. Andrew Ferguson (Chief Executive Officer)

Non-Executive Directors

Mr. Arthur George Dew (Chairman) (Mr. Wong Tai Chun, Mark as his alternate) , Mr. Lee Seng Hui and Ms. Lam Lin Chu

Independent Non-Executive Directors

Dr. Wong Wing Kuen, Albert, Mr. Chang Chu Fai, Johnson Francis and Mr. Wang Hongqian

• For identification purpose only

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