BOCOM International : DISCLOSEABLE TRANSACTIONS PROVISION OF LOANS

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BOCOM INTERNATIONAL HOLDINGS COMPANY LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 3329)

DISCLOSEABLE TRANSACTIONS

PROVISION OF LOANS

PROVISION OF LOANS

On 2 December 2019 (after trading hours), the Company, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee entered into Facility Agreement A with Customer A pursuant to which the Lenders agreed to provide to Customer A Loan A in the principal amount of US$50,000,000, of which up to US$30,000,000 is to be provided by the Company. On the same day (after trading hours), the Company, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee entered into Facility Agreement B with Customer B pursuant to which the Lenders agreed to provide to Customer B Loan B in the principal amount of US$50,000,000, of which up to US$30,000,000 is to be provided by the Company.

LISTING RULES IMPLICATIONS

The provision of the Loans pursuant to the Facility Agreements constitutes financial assistance provided by the Company under Rule 14.04(1)(e) of the Listing Rules. As the highest applicable percentage ratio in relation to the provision of each of the Loans, whether on a stand-alone basis or when aggregated, is less than 25% but more than 5%, the Loans constitute discloseable transactions for the Company and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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On 2 December 2019 (after trading hours), the Company, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee entered into Facility Agreement A with Customer A pursuant to which the Lenders agreed to provide to Customer A Loan

1. in the principal amount of US$50,000,000, of which up to US$30,000,000 is to be provided by the Company. On the same day (after trading hours), the Company, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee entered into Facility Agreement B with Customer B pursuant to which the Lenders agreed to provide to Customer B Loan B in the principal amount of US$50,000,000, of which up to US$30,000,000 is to be provided by the Company. Internal resources of the Group will be used to fund the part of Loan A and Loan B to be provided by the Company.

FACILITY AGREEMENT A

The principal terms of Facility Agreement A are set out as follows:

Date	:	2 December 2019
Parties	:	1.	The Company;
		2.	The Other Lenders;
		3.	Customer A;
		4.	The Guarantor;
		5.	The Arranger;
		6.	The Agent; and
		7.	The Security Trustee.
Maximum principal	:	US$50,000,000
amount
Principal amount of	:	The amount actually withdrawn by Customer A, but not
Loan A		exceeding the maximum principal amount of Loan A.
Interest rate	:	The interest rate of Loan A is 7% per annum, payable
		every six months, with the first interest period commencing
		on the Utilisation Date and each subsequent interest
		period commencing on the last day of the preceding
		interest period.

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Repayment	:	The repayment date is the date which is 24 months after
		the Utilisation Date.
		Upon the request of Customer A by providing at least 30
		days' written notice to the Agent prior to the repayment
		date, and subject to the prior written consent of the
		Majority Lenders and payment by Customer A of the
		fees specified in Facility Agreement A, the repayment date
		shall be extended to the date falling 12 months after the
		repayment date.
		Any repayment of Loan A by Customer A shall be
		made together with an adjustment amount calculated in
		accordance with Facility Agreement A in respect of such
		amount of Loan A being repaid.
Voluntary prepayment	:	Prepayment of the whole or part of the outstanding
		Loan A by Customer A can be made provided that it
		gives the Agent not less than 15 business days' (or such
		shorter period as the Majority Lenders may agree) prior
		written notice. If voluntary prepayment occurs within 12
		months after the Utilisation Date, Customer A is required
		to pay the Agent a make whole-amount computed in
		accordance with Facility Agreement A. Further, any
		voluntary prepayment shall be made together with an
		adjustment amount calculated in accordance with Facility
		Agreement A in respect of such amount of Loan A being
		prepaid.
Mandatory prepayment	:	Customer A is required to prepay the outstanding Loan
		A if any of the mandatory prepayment events as specified
		in Facility Agreement A takes place. If mandatory
		prepayment occurs within 12 months after the Utilisation
		Date, Customer A is required to pay the Agent a make
		whole-amount computed in accordance with Facility
		Agreement A. Further, any mandatory prepayment shall
		be made together with an adjustment amount calculated in
		accordance with Facility Agreement A in respect of such
		amount of Loan A being prepaid.
Upfront fee	:	An upfront fee in the aggregate sum of US$1,000,000 shall
		be paid by Customer A to the Lenders.

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Exit fee	:	Customer A is required to pay the Agent (for the account
		of the Lenders) an exit fee computed in accordance with
		Facility Agreement A if any of the exit events as specified
		in Facility Agreement A takes place.
Security and guarantee	:	Loan A is secured by:
		(i)	Collateral Agreement A; and
		(ii)	Guarantee A.

FACILITY AGREEMENT B

The principal terms of Facility Agreement B are set out as follows:

Date	:	2 December 2019
Parties	:	1.	The Company;
		2.	The Other Lenders;
		3.	Customer B;
		4.	The Guarantor;
		5.	The Arranger;
		6.	The Agent; and
		7.	The Security Trustee.
Maximum principal	:	US$50,000,000
amount
Principal amount of	:	The amount actually withdrawn by Customer B, but not
Loan B		exceeding the maximum principal amount of Loan B.
Interest rate	:	The	interest rate of Loan B is 7% per annum, payable
		every six months, with the first interest period commencing
		on the Utilisation Date and each subsequent interest
		period commencing on the last day of the preceding
		interest period.

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Repayment	:	The repayment date is the date which is 24 months after
		the Utilisation Date.
		Upon the request of Customer B by providing at least 30
		days' written notice to the Agent prior to the repayment
		date, and subject to the prior written consent of the
		Majority Lenders and payment by Customer B of the
		fees specified in Facility Agreement B, the repayment date
		shall be extended to the date falling 12 months after the
		repayment date.
		Any repayment of Loan B by Customer B shall be
		made together with an adjustment amount calculated in
		accordance with Facility Agreement B in respect of such
		amount of Loan B being repaid.
Voluntary prepayment	:	Prepayment of the whole or part of the outstanding
		Loan B by Customer B can be made provided that it
		gives the Agent not less than 15 business days' (or such
		shorter period as the Majority Lenders may agree) prior
		written notice. If voluntary prepayment occurs within 12
		months after the Utilisation Date, Customer B is required
		to pay the Agent a make whole-amount computed in
		accordance with Facility Agreement B. Further, any
		voluntary prepayment shall be made together with an
		adjustment amount calculated in accordance with Facility
		Agreement B in respect of such amount of Loan B being
		prepaid.
Mandatory prepayment	:	Customer B is required to prepay the outstanding Loan
		B if any of the mandatory prepayment events as specified
		in Facility Agreement B takes place. If mandatory
		prepayment occurs within 12 months after the Utilisation
		Date, Customer B is required to pay the Agent a make
		whole-amount computed in accordance with Facility
		Agreement B. Further, any mandatory prepayment shall
		be made together with an adjustment amount calculated in
		accordance with Facility Agreement B in respect of such
		amount of Loan B being prepaid.
Upfront fee	:	An upfront fee in the aggregate sum of US$1,000,000 shall
		be paid by Customer B to the Lenders.

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Exit fee	:	Customer B is required to pay the Agent (for the account
		of the Lenders) an exit fee computed in accordance with
		Facility Agreement B if any of the exit events as specified
		in Facility Agreement B takes place.
Security and guarantee	:	Loan B is secured by:
		(iii)	Collateral Agreement B; and
		(iv)	Guarantee B.

INFORMATION OF THE COMPANY AND THE GROUP

The Company is a company incorporated under the laws of Hong Kong and is principally engaged in the business of investment holding. The Group is engaged in securities brokerage and margin financing, corporate finance and underwriting, investment and loans and asset management and advisory business. The principal activities of the Group are to carry out regulated activities under the SFO through its licensed subsidiaries. The regulated activities carried out by the Company's licensed subsidiaries include dealing in securities and futures and advising on securities and futures contracts, providing securities margin financing, advising on corporate finance and providing asset management services.

INFORMATION OF CUSTOMER A, CUSTOMER B, THE OTHER LENDERS, THE GUARANTOR, THE ARRANGER, THE AGENT AND THE SECURITY TRUSTEE

Customer A is a company incorporated under the laws of the British Virgin Islands with limited liability and is principally engaged in the business of investing. Customer B is a company incorporated under the laws of the British Virgin Islands and is principally engaged in the business of investing.

Lender A is a company incorporated under the laws of Hong Kong and is principally engaged in the business of lending. Lender B is a company incorporated under the laws of Hong Kong and is principally engaged in the business of loan financing.

The Arranger is a company incorporated under the laws of Hong Kong with limited liability and is principally engaged in the business of lending.

The Agent is a company incorporated under the laws of Hong Kong with limited liability and is principally engaged in the provision of banking and related financial services.

The Guarantor is the sole shareholder of Customer A. The Guarantor, together with Ms. Chen, the sole shareholder of Customer B, are the co-founders of the Target Company.

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The Security Trustee is a company incorporated under the laws of Hong Kong with limited liability and is principally engaged in the business of securities dealing.

To the best of the Directors' knowledge, information and belief having made all reasonable enquires, Customer A, Customer B, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee, and their respective ultimate beneficial owner(s) (where applicable) are third parties independent of the Company and connected persons of the Company.

REASONS FOR AND BENEFITS OF THE PROVISION OF THE LOANS

The provision of the Loans is in the ordinary and usual course of business of the Group. The terms of the Facility Agreements (including their respective interest rate) were arrived at by the parties thereto after arm's length negotiations, with reference to prevailing commercial practice and the amount of the Loans. Having considered the financial background of Customer A and Customer B and the interest income to be received by the Group from Customer A and Customer B, the Directors consider that the terms of the Facility Agreements are fair and reasonable and the provision of the Loans is in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

The provision of the Loans pursuant to the Facility Agreements constitutes financial assistance provided by the Company under Rule 14.04(1)(e) of the Listing Rules. As the highest applicable percentage ratio in relation to the provision of each of the Loans, whether on a stand-alone basis or when aggregated, is less than 25% but more than 5%, the Loans constitute discloseable transactions for the Company and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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DEFINITIONS

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

"Agent"	CMB Wing Lung Bank Limited
"Arranger"	CMB International Finance Limited
"Board"	the board of Directors
"Collateral Agreement A"	the collateral agreement dated 2 December 2019 entered
	into between Customer A (as chargor) and the Security
	Trustee (as security trustee for the secured parties therein)
	in relation to the charge of certain shares in the Target
	Company held by Customer A
"Collateral Agreement B"	the collateral agreement dated 2 December 2019 entered
	into between Customer B (as chargor) and the Security
	Trustee (as security trustee for the secured parties therein)
	in relation to the charge of certain shares in the Target
	Company held by Customer B
"Company"	BOCOM International Holdings Company Limited,
	a company incorporated in Hong Kong with limited
	liability, the issued shares of which are listed on the Stock
	Exchange (stock code: 3329)
"connected person"	has the same meaning as ascribed to it under the Listing
	Rules
"Customer A"	Xima Holdings Limited
"Customer B"	Touch Sound Limited
"Director(s)"	the director(s) of the Company
"Facility Agreement A"	the facility agreement entered into among the Company,
	Customer A, the Other Lenders, the Guarantor, the
	Arranger, the Agent and the Security Trustee on 2
	December 2019 in relation to the provision of Loan A

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"Facility Agreement B"	the facility agreement entered into among the Company,
	Customer B, the Other Lenders, the Guarantor, the
	Arranger, the Agent and the Security Trustee on 2
	December 2019 in relation to the provision of Loan B
"Facility Agreements"	Facility Agreement A and Facility Agreement B
"Group"	the Company and its subsidiaries
"Guarantee A"	the personal guarantee dated 2 December 2019 granted
	by the Guarantor in favour of the Security Trustee in
	connection with Loan A
"Guarantee B"	the personal guarantee dated 2 December 2019 granted
	by the Guarantor in favour of the Security Trustee in
	connection with Loan B
"Guarantor"	Mr. Yu Jianjun 余建軍
"Lender A"	a company incorporated under the laws of Hong Kong
	with limited liability
"Lender B"	a company incorporated under the laws of Hong Kong
	with limited liability
"Lenders"	the Company, Lender A and Lender B
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Loan A"	the loan in the principal amount of up to US$50,000,000
	under Facility Agreement A
"Loan B"	the loan in the principal amount of up to US$50,000,000
	under Facility Agreement B
"Loans"	Loan A and Loan B
"Majority Lenders"	a Lender or Lenders who provide more than a specified
	percentage of Loan A or Loan B, as the case may be
"Ms. Chen"	Ms. Chen Yu Xin 陳宇昕

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"Other Lenders"	Lender A and Lender B
"percentage ratio"	has the same meaning as ascribed to it under the Listing
	Rules
"Security Trustee"	CMB International Securities Limited
"SFO"	the Securities and Futures Ordinance (Cap. 571 of the
	Laws of Hong Kong)
"Shareholder(s)"	holder(s) of the ordinary shares of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	has the same meaning as ascribed to it under the Listing
	Rules
"Target Company"	a company incorporated under the laws of the Cayman
	Islands with limited liability
"US$"	the lawful currency of the United States of America
"Utilisation Date"	the date on which Loan A is utilised by Customer A
	pursuant to Facility Agreement A or the date on which
	Loan B is utilised by Customer B pursuant to Facility
	Agreement B, as the case may be
"%"	per cent.
	By Order of the Board
	BOCOM International Holdings Company Limited
	YI Li
	Joint Company Secretary
Hong Kong, 2 December 2019

As at the date of this announcement, the Board comprises Mr. TAN Yueheng and Mr. CHENG Chuange as Executive Directors; Mr. WANG Yijun, Ms. LIN Zhihong and Mr. SHOU Fugang as Non-executive Directors; Mr. TSE Yung Hoi, Mr. MA Ning and Mr. LIN Zhijun as Independent Non-executive Directors.

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