Oi Wah Pawnshop Credit : DISCLOSEABLE TRANSACTION PROVISION OF FINANCIAL ASSISTANCE

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1319)

DISCLOSEABLE TRANSACTION PROVISION OF FINANCIAL ASSISTANCE

PROVISION OF FINANCIAL ASSISTANCE

The Board is pleased to announce that on 8 January 2019, the Loan Agreement was entered into between Oi Wah PL as lender and Customer D as borrower. Pursuant to the Loan Agreement, Oi Wah PL has agreed to grant the Loan to Customer D for a term of 1 month.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Loan granted to Customer D under the Loan Agreement are below 5%, the grant of the Loan is not subject to the disclosure requirement under Chapter 14 of the Listing Rules.

As the ultimate beneficial owner of Customer D is the same as or an associate of the Existing Customers, the grant of the Loan requires aggregation with the Existing Loans under Rule 14.22 of the Listing Rules. As the applicable percentage ratios in respect of the Loan and the Existing Loans in aggregate under Rule 14.07 of the Listing Rules exceed 5% but are less than 25%, the grant of the Loan and the Existing Loans in aggregate constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

PROVISION OF FINANCIAL ASSISTANCE

The Board is pleased to announce that on 8 January 2019, the Loan Agreement was entered into between Oi Wah PL as Lender and Customer D as borrower. Pursuant to the Loan Agreement, Oi Wah PL has agreed to grant the Loan to Customer D for a term of 1 month.

Summarised below are the principal terms of the Loan Agreement.

THE LOAN AGREEMENT

Date of the Loan

Agreement

• : 8 January 2019

  Lender

• : Oi Wah PL

  Borrower

• : Customer D

  Principal

• : HK$20,000,000.00

  Interest rate

• : P + 12.625% per annum, where P represented the prime rate of 5.375% per annum offered by CMB Wing Lung Bank Limited as of the date of the Loan Agreement

  Term

• : 1 month commencing from the Drawdown Date

  Security

• : A second legal charge/mortgage in respect of a commercial property located in Tsuen Wan with valuation conducted by an independent property valuer on 7 January 2019 with an amount of approximately HK$75,000,000.00

  Repayment

• : Customer D shall repay the interest with the principal amount at loan maturity

  Early redemption

• : Handling fees plus interest in the sum of HK$300,000.00 in total will be charged if the Loan is fully repaid by Customer D within one month

OTHER TERMS OF THE LOAN AGREEMENT

Pursuant to the Loan Agreement the Loan is guaranteed by an individual who is an Independent Third Party. The mortgaged property is insured against fire risks with an insurance company approved by Oi Wah PL.

INFORMATION ON THE CREDIT RISK RELATING TO THE LOAN

The making of the Loan is collaterised. The collateral provided by Customer D for the Loan is sufficient as the loan-to-value ratio of the mortgaged property is approximately 59% (loan-to-value ratio of first mortgage: approximately 32%, loan-to value ratio of the Loan as a subordinated mortgage to the Group: approximately 27%) based on the value of the mortgaged property for the Loan as determined by an independent valuer.

The advance in respect of the Loan was also made on the basis of the Company's credit assessments made on the financial strength and repayment ability of Customer D, the collateral provided by the Customer D, which is at the prime site in Hong Kong, and the relatively short term nature of the advance. After taking into account the factors as disclosed above in assessing the risks of the relevant advance, the Company considers that the risks involved in the advance to the Customer D are relatively low.

FUNDING OF THE LOAN

The Group will finance the Loan with the Company's general working capital.

INFORMATION ON CUSTOMER D

Customer D is a company incorporated in Hong Kong principally engaged in the business of investment. Customer D is a repeated customer of the Group with no default record. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiry, Customer D and its ultimate beneficial owner are Independent Third Parties and not connected with the Group.

INFORMATION ON THE GROUP AND THE LENDER

The Group is a financing service provider in Hong Kong mainly providing secured financing, including pawn loans and mortgage loans under the provisions of the Pawnbrokers Ordinance and the Money Lenders Ordinance. Oi Wah PL, as the lenders of the Loan, is an indirect wholly-owned subsidiaries of the Company.

REASONS FOR ENTERING INTO THE LOAN AGREEMENT

Taking into account the principal business activities of the Group, the grant of the Loan to Customer D is in the ordinary and usual course of business of the Group.

The terms of the Loan Agreement was negotiated on an arm's length basis between Oi Wah PL and Customer D. The Directors consider that the granting of the Loan is a financial assistance provided by the Company within the meaning of the Listing Rules. The Directors are of the view that the terms of the Loan Agreement were entered into on normal commercial terms based on the Company's credit policy. Taking into account the satisfactory financial background of Customer D and that a stable revenue and cashflow stream from the interest income is expected, the Directors consider that the terms of the Loan Agreement are fair and reasonable and the entering into of the Loan Agreement is in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Loan granted to Customer D under the Loan Agreement are below 5%, the grant of the Loan is not subject to the disclosure requirement under Chapter 14 of the Listing Rules.

As the ultimate beneficial owner of Customer D is the same as or an associate of the Existing Customers, the grant of the Loan requires aggregation with the Existing Loans under Rule 14.22 of the Listing Rules. As the applicable percentage ratios in respect of the Loan and the Existing Loans in aggregate under Rule 14.07 of the Listing Rules exceed 5% but are less than 25%, the grant of the Loan and the Existing Loans in aggregate constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, the following expressions have the following meanings:

"Board"	the board of Directors
"Company"	Oi Wah Pawnshop Credit Holdings Limited, a company
incorporated in the Cayman Islands with limited liability, the
shares of which are listed on the Stock Exchange
"Customer C"	Customer C as defined in the announcement issued by the
Company on 9 August 2018
"Customer D"	the borrower being an individual and an Independent Third Party
"Director(s)"	the director(s) of the Company
"Drawdown Date"	the relevant date on which the Loan is drawdown
"Existing Customers"	Two Customers and Customer C

"Existing Loans"	the loan granted to the Two Customers by Oi Wah CL as disclosed
in the announcement issued by the Company on 21 September
2018 and the loan granted to the Customer C by Oi Wah PL as
disclosed in the announcement issued by the Company on 9 August
2018
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong Dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
Republic of China
"Independent Third Party(ies)"	third party(ies) who is/are independent of the Company and its
connected person(s) (as defined in the Listing Rules)
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchange
"Loan"	a mortgage loan in the amount of HK$20,000,000.00 provided by
Oi Wah PL to Customer D
"Loan Agreement"	the loan agreement dated 8 January 2019 entered into between Oi
Wah PL and Customer D in respect of the Loan
"Money Lenders Ordinance"	the Money Lenders Ordinance (Chapter 163 of the laws of Hong
Kong) as amended, supplemented or otherwise modified from time
to time
"Oi Wah CL"	Oi Wah Credit Limited, a limited liability company incorporated
in Hong Kong and an indirect wholly-owned subsidiary of the
Company
"Oi Wah PL"	Oi Wah Property Credit Limited, a limited liability company
incorporated in Hong Kong and an indirect wholly-owned
subsidiary of the Company
"Pawnbrokers Ordinance"	the Pawnbrokers Ordinance (Chapter 166 of the laws of Hong
Kong) as amended, supplemented or otherwise modified from time
to time