Wang On Properties Limited — Capital/Financing Update 2018

Jan 15, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

WANG ON GROUP LIMITED WANG ON PROPERTIES LIMITED （宏安集團有限公司）[*] 宏安地產有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1222)

(Incorporated in Bermuda with limited liability) (Stock Code: 1243)

JOINT ANNOUNCEMENT

MAJOR TRANSACTIONS SUPPLEMENTAL AGREEMENT FOR PROVISION OF FINANCIAL ASSISTANCE

References are made to the announcement jointly issued by Wang On Group Limited (“ WOG ”) and Wang On Properties Limited (“ WOP ”) dated 11 September 2017 and the circulars of WOG and WOP, both dated 12 October 2017, in relation to, among other things, the Disposal and the Possible Financial Assistance (the “ Documents ”). Unless otherwise defined, capitalised terms used in this joint announcement have the same meanings as those defined in the Documents.

As disclosed in the Documents, the Vendor (an indirectly wholly-owned subsidiary of WOP) entered into the Facility Agreement with Clear Idea (as the Purchaser) and Angel View (as the Purchaser’s guarantor) pursuant to which the Vendor has advanced the Vendor Loan of the principal amount of HK$600,000,000 to Clear Idea at an interest rate of 0.7% per annum over 12-month HIBOR (Hong Kong Interbank Offered Rate) for a term of 24 months from the date of Completion for the sole purpose of the Disposal. The Vendor Loan is secured by (i) a first-ranking share charge over the 60% shareholdings in the Target beneficially owned by Clear Idea (the “ Share Charge ”); and (ii) a corporate guarantee from Angel View (the “ Guarantee ”).

• For identification purpose only

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Pursuant to the Shareholder Agreement, subject to the consent of the lenders of the Target Group, the sole shareholder of Clear Idea (being Country Garden Properties (Hong Kong) Ltd. 碧桂園地產（香港）有限公司 (“ Country Garden HK ”)) may indirectly dispose of their interests in the Target Group by transferring not more than 30% of its shareholding in Clear Idea within six months from the date of the Shareholder Agreement. Country Garden HK is now contemplating sale of not more than 30% of its shareholding interest in Clear Idea to an independent third party (the “ Proposed Sale ”) and the intended purchaser has requested that Clear Idea shall be free from all borrowings (other than the shareholder loan) on completion of the Proposed Sale.

Clear Idea has accordingly requested that the Vendor Loan be novated to Country Garden HK (the “ Novation ”) and the Share Charge and the Guarantee be released and a first fixed legal charge over all the shares of Clear Idea beneficially owned by Country Garden HK to be entered into by Country Garden HK in favour of the Lender (the “ New Share Charge ”) and an unconditional and irrevocable guarantee duly executed by Angel View in respect of the obligations of Country Garden HK under the relevant finance documents (the “ New Guarantee ”) be provided instead.

Upon the request of Clear Idea, the Vendor, Clear Idea and Angel View agree to enter into an agreement supplemental to the Facility Agreement (the “ Supplemental Agreement ”) to amend certain provisions of the Facility Agreement with details as follows:

	Facility Agreement	Supplemental Agreement
Date	8 September 2017 (after trading	15 January 2018 (after trading
	hours)	hours)
Lender	More Action	No change
Borrower	Clear Idea	Country Garden HK
Loan amount	HK$600,000,000	No change

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		Facility Agreement	Supplemental Agreement
Interest rate 0.7% per annum over 12-month			No change
		HIBOR (Hong Kong Interbank
		Offered Rate)
Term		24 months from the date of	No change
		Completion
Repayment		Interests shall be accrued and be	No change
		paid by Clear Idea to More Action
		on each anniversary of the date of
		the Facility Agreement and the
		principal shall be repaid in one
		lump sum, together with all accrued
		interests and all other monies
		payable thereon in full, on the day
		falling on the expiry of 24 months
		from the date of Completion.
Securities		The Vendor Loan is secured by (i) a	The Vendor Loan will then be
		first-ranking share charge over the	secured by (i) a first-ranking share
		60% shareholdings in the Target	charge over the	entire
		beneficially owned by Clear Idea;	shareholdings in Clear Idea held by
		and (ii) a corporate guarantee from	Country Garden (HK); and (ii) a
		Angel View.	corporate guarantee from	Angel
			View.
Condition		The obtaining of the approvals	The obtaining of the approvals of
		from the shareholders of each of	shareholders of each of WOG and
		WOG and WOP in the special	WOP (if required).
		general meetings for the Facility
		Agreement.
	By	Order of the Board of	By Order of the Board of
	WANG ON GROUP LIMITED WANG ON PROPERTIES LIMITED
	（宏安集團有限公司）*		宏安地產有限公司
	Chan Chun Hong, Thomas		Wong Yiu Hung Gary
		Managing Director	Chief Executive Officer
Hong	Kong,	15 January 2018

• For identification purpose only

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As at the date of this joint announcement, the executive directors of WOG are Mr. Tang Ching Ho, Ms. Yau Yuk Yin and Mr. Chan Chun Hong, Thomas, and the independent non-executive directors of WOG are Dr. Lee Peng Fei, Allen, Mr. Wong Chun, Justein, Mr. Siu Yim Kwan, Sidney and Mr. Siu Kam Chau.

As at the date of this joint announcement, the executive directors of WOP are Mr. Wong Yiu Hung Gary and Mr. Tang Ho Hong, the non-executive director of WOP is Mr. Chan Chun Hong, and the independent non-executive directors of WOP are Mr. Li Wing Sum Steven, Mr. Sung Tze Wah and Sr Dr. Leung Tony Ka Tung.

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