Vala Inc. — Capital/Financing Update 2021

Sep 14, 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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51 CREDIT CARD INC. 51 信用卡有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2051)

CONNECTED TRANSACTION FINANCIAL ASSISTANCE TO CONNECTED PERSON

PROVISION OF FINANCIAL ASSISTANCE

The Board announces that on 14 September 2021 (after trading hours), the Lender (an indirect wholly owned subsidiary of the Company) and Mr. Sun entered into the Loan Agreement, pursuant to which the Lender agreed to lend to Mr. Sun the Loan in the principal amount of RMB10,000,000 at an interest rate of 5.8% per annum for a term of three years, which is secured by the Charged Shares.

LISTING RULES IMPLICATION

As Mr. Sun (an executive Director and a substantial Shareholder) is a connected person of the Company, the transaction contemplated under the Loan Agreement constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.

As the applicable percentage ratios (as defined in the Listing Rules) for the Loan exceed 0.1% but less than 5%, the Loan Agreement and the transaction contemplated thereunder are subject to reporting and announcement requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

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THE LOAN AGREEMENT

The principal terms of the Loan Agreement are as follows:

Date	:	14 September 2021
Lender	:	Hangzhou Zhenniu, an indirect wholly owned subsidiary of
		the Company
Borrower	:	Mr. Sun
Loan	:	In the principal amount of RMB10,000,000, which shall be
		advanced to Mr. Sun in one lump sum within five business
		days from the date of the Loan Agreement, and will be
		funded by the internal resources of the Group.
Loan term	:	Three years from the Drawdown Date.
Interest rate and	:	5.8% per annum and payable not later than each anniversary
payment		of the Drawdown Date. If any interest payment date falls on
		a Saturday, Sunday or public holiday, payment shall be made
		on the immediately preceding business day.
Repayment	:	The principal amount of the Loan shall be repaid on the
		maturity date of the Loan.
Early repayment	:	Mr. Sun may repay the principal amount of the Loan and all
		accrued interest in full or partially ahead of the maturity date
		of the Loan subject to prior written consent of the Lender.
Security	:	The repayment obligations of Mr. Sun under the Loan
		Agreement are secured by the Charged Shares. If the market
		value of the Charged Shares at any time within the Loan
		term falls below the principal amount of the Loan, the
		Lender may request Mr. Sun to provide additional Shares
		and/or personal assets as further security, so that the market
		value of total security would not be less than 1.5 times of the
		principal amount.

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CHARGED SHARES

The Charged Shares represent approximately 1.47% of the total number of 1,358,320,188 Shares in issue as at the date of the Loan Agreement and this announcement. Based on the closing price per Share as at 13 September 2021, being the trading day immediately prior to the date of the Loan Agreement and this announcement, the Charged Shares had a market value of HK$18,000,000.

INFORMATION OF THE PARTIES TO THE LOAN AGREEMENT

The principal activity of the Company is investment holding whilst its major operating subsidiaries operate an online credit card management platform. The Lender is principally engaged in investment holdings.

Mr. Sun founded the Group in May 2012 and is the Chairman, an executive Director and a substantial Shareholder. Under his leadership, the Company completed its initial public offering in Hong Kong in July 2018. As the founder of the Group, Mr. Sun has taken comprehensive responsibilities for the Group’s strategy implementation, plan implementation and the innovation and development of business operations. He also led the Group to achieve business transformation and upgrading so as to achieve long-term sustainable development and growth.

REASONS FOR AND BENEFIT OF THE LOAN

The terms of the Loan Agreement, including the interest rate charged and the security for the Loan, are determinated after arm’s length negotiation between the Group and Mr. Sun with reference to the current costs of fund of the Group and prevailing market interest rate for loans in similar nature and tenure in the PRC. Having considered that (i) the provision of the Loan is to support Mr. Sun for his continual leadership in and extensive experience with the Group; (ii) the interest rate under the Loan Agreement is higher than the interest rate received by the Group by placing cash deposits with commercial banks in the PRC; and (iii) the repayment obligations of Mr. Sun under the Loan Agreement are secured by the Charged Shares, the Directors (including all the independent non-executive Directors) consider that the Loan Agreement has been entered into on normal commercial terms and the terms thereof are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LISTING RULES IMPLICATION

As Mr. Sun (an executive Director and a substantial Shareholder) is a connected person of the Company, the transaction contemplated under the Loan Agreement constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.

As the applicable percentage ratios (as defined in the Listing Rules) for the Loan exceed 0.1% but less than 5%, the Loan Agreement and the transaction contemplated thereunder are subject to reporting and announcement requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Mr. Sun, an executive Director and a substantial Shareholder and the borrower of the Loan, is materially interested in the transaction contemplated under the Loan Agreement and has abstained from voting on the relevant resolutions of the Board for approving the Loan Agreement and the transaction contemplated thereunder.

DEFINITIONS

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

“Board”

the board of Directors

“Chairman” the chairman of the Board

“Charged Shares” 20,000,000 Shares legally and beneficially owned by Rising Sun Limited (a company wholly owned by Mr. Sun through trust) which have been charged in favour of the Lender as security for the Loan

“Company” 51 Credit Card Inc., a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange

“connected person(s)” has the meaning ascribed to it under the Listing Rules

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“Director(s)”	the director(s) of the Company
“Drawdown Date”	the date of the Loan being advanced to Mr. Sun by the
	Lender
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Lender” or “Hangzhou	Hangzhou Zhenniu Information Technology Co., Ltd.*（杭
Zhenniu”	州振牛信息科技有限公司）, an indirect wholly owned
	subsidiary of the Company
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
“Loan”	the secured loan in the principal amount of RMB10,000,000
	granted by the Lender to Mr. Sun pursuant to the Loan
	Agreement
“Loan Agreement”	the Loan Agreement dated 14 September 2021 entered into
	between the Lender and Mr. Sun in respect of the Loan
“Mr. Sun”	Mr. Sun Haitao, the Chairman, an executive Director and a
	substantial Shareholder
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of PRC
“Share(s)”	ordinary share(s) of US$0.00001 each in the capital of the
	Company
“Shareholder(s)”	the shareholder(s) of the Company

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules “US$” United States dollar, the lawful currency of the United States of America

“%” per cent.

• For identification purpose only

By order of the Board 51 Credit Card Inc. Sun Haitao

Chairman and Executive Director

14 September 2021

As at the date of this announcement, the executive Directors are Mr. Sun Haitao, Mr. Zheng Haiguo and Mr. Zhu Jianfei; the non-executive Directors are Ms. Zou Yunli and Mr. Yu Jin; and the independent non-executive Directors are Mr. Wong Ti, Mr. Ye Xiang and Mr. Xu Xuchu.

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