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.
BOCOM INTERNATIONAL HOLDINGS COMPANY LIMITED
(incorporated in Hong Kong with limited liability)
(Stock Code: 3329)
DISCLOSEABLE TRANSACTIONS
TRANSFERS BY NOVATION OF TRANSFERRED LOAN COMMITMENTS
AND AMENDMENT AGREEMENTS
TO THE FACILITY AGREEMENTS
Reference is made to the Announcement of the Company dated 2 December 2019 relating to the Previous Transactions whereby the Company contributed an aggregate amount of (i) US$30,000,000 to Customer A pursuant to Facility Agreement A and (ii) US$30,000,000 to Customer B pursuant to Facility Agreement B.
TRANSFERS BY NOVATION OF TRANSFERRED LOAN COMMITMENTS
On 12 March 2021, the Company entered into Transfer Agreement A with the Existing Lender pursuant to which the Existing Lender agreed to transfer by novation to the Company all of the Existing Lender's rights and obligations under Facility Agreement A which relate to the Transferred Loan Commitment A in the aggregate amount of US$2,500,000, being part of the Existing Lender's total loan commitment under Facility Agreement A. On the same day, the Company entered into Transfer Agreement B with the Existing Lender pursuant to which the Existing Lender agreed to transfer by novation to the Company all of the Existing Lender's rights and obligations under Facility Agreement B which relate to the Transferred Loan Commitment B in the aggregate amount of US$2,500,000, being part of the Existing Lender's total loan commitment under Facility Agreement B. The transfer date for each of the Transferred Loan Commitments is 12 March 2021.
AMENDMENT AGREEMENTS TO THE FACILITY AGREEMENTS
On 12 March 2021, the Company, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee entered into Amendment Agreement A with Customer A to amend certain terms of Facility Agreement A for the purpose of extending Loan A to the Final Repayment Date and making available the Additional Loan A in the aggregate principal amount of US$12,000,000, of which up to US$3,500,000 is to be provided by the Company. On the same day, the Company, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee entered into Amendment Agreement B with Customer B to amend certain terms of Facility Agreement B for the purpose of extending Loan B to the Final Repayment Date and making available the Additional Loan B in the aggregate principal amount of US$12,000,000, of which up to US$3,500,000 is to be provided by the Company.
LISTING RULES IMPLICATIONS
The New Transactions constitute 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 New Transactions, when aggregated with the Previous Transactions, is less than 25% but more than 5%, the New Transactions constitute discloseable transactions for the Company and are subject to notification and announcement requirements under Chapter 14 of the Listing Rules.
Reference is made to the Announcement of the Company dated 2 December 2019 relating to the Previous Transactions whereby the Company contributed an aggregate amount of (i) US$30,000,000 to Customer A pursuant to Facility Agreement A and (ii) US$30,000,000 to Customer B pursuant to Facility Agreement B.
TRANSFERS BY NOVATION OF TRANSFERRED LOAN COMMITMENTS
On 12 March 2021, the Company entered into Transfer Agreement A with the Existing Lender pursuant to which the Existing Lender agreed to transfer by novation to the Company all of the Existing Lender's rights and obligations under Facility Agreement A which relate to the Transferred Loan Commitment A in the aggregate amount of US$2,500,000, being part of the Existing Lender's total loan commitment under Facility Agreement A. On the same day, the Company entered into Transfer Agreement B with the Existing Lender pursuant to which the Existing Lender agreed to transfer by novation to the Company all of the Existing Lender's rights and obligations under Facility Agreement B which relate to the Transferred Loan Commitment B in the aggregate amount of US$2,500,000, being part of the Existing Lender's total loan commitment under Facility Agreement B. The transfer date for each of the Transferred Loan Commitments is 12 March 2021.
The principal terms of the Facility Agreements are set out in the Announcement of the Company dated 2 December 2019.
Internal resources of the Group will be used to fund the transfers by novation of Transferred Loan Commitments. The aggregate amount of each of the Transferred Loan Commitments was determined based on the Group's asset allocation and investment strategy.
AMENDMENT AGREEMENTS TO THE FACILITY AGREEMENTS
On 12 March 2021, the Company, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee entered into Amendment Agreement A with Customer A to amend certain terms of Facility Agreement A for the purpose of extending Loan A to the Final Repayment Date and making available the Additional Loan A in the aggregate principal amount of US$12,000,000, of which up to US$3,500,000 is to be provided by the Company. On the same day, the Company, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee entered into Amendment Agreement B with Customer B to amend certain terms of Facility Agreement B for the purpose of extending Loan B to the Final Repayment Date and making available the Additional Loan B in the aggregate principal amount of US$12,000,000, of which up to US$3,500,000 is to be provided by the Company. Internal resources of the Group will be used to fund the part of Additional Loan A and Additional Loan B to be provided by the Company.
Other than the obligation of Customer A and Customer B to pay a make-whole amount if voluntary or mandatory prepayment takes place at any time during the term of the Loans (as opposed to only within 12 months after the utilisation date of such Loans), there are no other material changes to the terms of the Loans under the Facility Agreements, details of which are set out in the Announcement of the Company dated 2 December 2019.
Amendment Agreement A
The principal terms of the Additional Loan A under Amendment Agreement A are set out as follows:
Date
: 12 March 2021
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 amount
: US$12,000,000
Interest rate
: The interest rate of the Additional Loan A is 7% per annum, payable every six months.
RepaymentVoluntary prepayment
: 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 Amendment Agreement A, the repayment date shall be extended to the date falling 12 months after the repayment date.
Any repayment of the Additional Loan A by Customer A shall be made together with an adjustment amount calculated in accordance with Amendment Agreement A in respect of such amount of the Additional Loan A being repaid.
: Prepayment of the whole or part of the outstanding Additional 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, Customer A is required to pay the Agent a make-whole amount computed in accordance with Amendment Agreement A. Further, any voluntary prepayment shall be made together with an adjustment amount calculated in accordance with Amendment Agreement A in respect of such amount of the Additional Loan A being repaid.
Mandatory prepayment
: Customer A is required to prepay the outstanding Additional Loan A if any of the mandatory prepayment events as specified in Amendment Agreement A takes place. If mandatory prepayment occurs, Customer A is required to pay the Agent a make-whole amount computed in accordance with Amendment Agreement A. Further, any prepayment shall be made together with an adjustment amount calculated in accordance with Amendment Agreement A in respect of such amount of the Additional Loan A being repaid.
Exit fee
: Customer A is required to pay the Agent (for the account of the Lenders) an exit fee computed in accordance with Amendment Agreement A if any of the exit events as specified therein takes place.
Security
Amendment Agreement B
:The Additional Loan A is secured by a collateral agreement to be 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.
The principal terms of the Additional Loan B under Amendment Agreement B are set out as follows:
Date
: 12 March 2021
PartiesMaximum principal amount
:
8. The Company;
9. the Other Lenders;
10. Customer B;
11. the Guarantor;
12. the Arranger;
13. the Agent; and
14. the Security Trustee.
: US$12,000,000
Interest rate
: The interest rate of the Additional Loan B is 7% per annum, payable every six months.
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 Amendment Agreement B, the repayment date shall be extended to the date falling 12 months after the repayment date.
Any repayment of the Additional Loan B by Customer B shall be made together with an adjustment amount calculated in accordance with Amendment Agreement B in respect of such amount of the Additional Loan B being repaid.
Voluntary prepayment
: Prepayment of the whole or part of the outstanding Additional 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, Customer B is required to pay the Agent a make-whole amount computed in accordance with Amendment Agreement B. Further, any voluntary prepayment shall be made together with an adjustment amount calculated in accordance with Amendment Agreement B in respect of such amount of the Additional Loan B being repaid.
Mandatory prepayment
: Customer B is required to prepay the outstanding Additional Loan B if any of the mandatory prepayment events as specified in Amendment Agreement B takes place. If mandatory prepayment occurs, Customer B is required to pay the Agent a make-whole amount computed in accordance with Amendment Agreement B. Further, any prepayment shall be made together with an adjustment amount calculated in accordance with Amendment Agreement B in respect of such amount of the Additional Loan B being repaid.
Exit fee
: Customer B is required to pay the Agent (for the account of the Lenders) an exit fee computed in accordance with Amendment Agreement B if any of the exit events as specified therein takes place.
Security
: The Additional Loan B is secured by a collateral agreement to be 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.
INFORMATION OF THE COMPANY AND THE GROUP
The principal activity of the Company is investment holding. The Group is principally engaged in securities brokerage, margin financing, corporate finance and underwriting, investment and loans and asset management and advisory businesses. The regulated activities carried out by the Company's licensed subsidiaries include dealing in securities and futures, 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
Each of Customer A and Customer B is a company incorporated under the laws of the British Virgin Islands with limited liability 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. The Existing Lender is a company incorporated under the laws of Hong Kong and is principally engaged in the business of loan financing.
The Guarantor is the sole beneficial owner of Customer A. The Guarantor, together with Ms. Chen, the sole beneficial owner of Customer B, are the co-founders of the Target Company.
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 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 enquiries, 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 NEW TRANSACTIONS
The provision of loans is in the ordinary and usual course of business of the Group. The terms of the Transfer Agreements and the Amendment Agreements were arrived at by the parties thereto after arm's length negotiations, with reference to prevailing commercial practice. 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 Transfer Agreements and the Amendment Agreements are fair and reasonable and the New Transactions are in the interest of the Company and the Shareholders as a whole.
LISTING RULES IMPLICATIONS
The New Transactions constitute 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 New Transactions, when aggregated with the Previous Transactions, is less than 25% but more than 5%, the New Transactions constitute discloseable transactions for the Company and are subject to notification and announcement requirements under Chapter 14 of the Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:
"Additional Loan A"
an additional term loan in the principal amount of up to US$12,000,000 made available by the Lenders to Customer A pursuant to Amendment Agreement A
"Additional Loan B"
an additional term loan in the principal amount of up to US$12,000,000 made available by the Lenders to Customer B pursuant to Amendment Agreement B
"Agent"
CMB Wing Lung Bank Limited
"Amendment Agreement A" the amendment agreement and the amended and restated facility agreement, both dated 12 March 2021 entered into among, the Company, Customer A, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee to amend certain terms of Facility Agreement A
"Amendment Agreement B" the amendment agreement and the amended and restated facility agreement, both dated 12 March 2021 entered into among, the Company, Customer B, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee to amend certain terms of Facility Agreement B
"Amendment Agreements" Amendment Agreement A and Amendment Agreement B
"Announcement"
the announcement relating to the Previous Transactions published by the Company on 2 December 2019
"Arranger" | CMB International Finance Limited |
"Board" | the board of Directors |
"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 |
"Existing Lender" | CMBC Capital Finance Limited |
"Facility Agreement A" | the facility agreement dated 2 December 2019 entered into |
among, the Company, Customer A, the Other Lenders, | |
the Guarantor, the Arranger, the Agent and the Security | |
Trustee in relation to the provision of Loan A | |
"Facility Agreement B" | the facility agreement dated 2 December 2019 entered into |
among, the Company, Customer B, the Other Lenders, | |
the Guarantor, the Arranger, the Agent and the Security | |
Trustee in relation to the provision of Loan B | |
"Facility Agreements" | Facility Agreement A and Facility Agreement B |
"Final Repayment Date" | 13 December 2022 |
"Group" | the Company and its subsidiaries |
"Guarantor" | Mr. Yu Jianjun Яܔࠏ |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
People's Republic of China | |
"Lender A" | a company incorporated under the laws of Hong Kong with |
limited liability | |
"Lenders" | the Company and the Other Lenders |
"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 whose commitment aggregate more |
than 2/3 of the total commitments under the Additional | |
Loan A or the Additional Loan B, as the case may be | |
"Ms. Chen" | Ms. Chen Yuxin ρ |
"New Transactions" | the transfers by novation of the Transferred Loan |
Commitments from the Existing Lender to the Company | |
under the Transfer Agreements and the entering into of the | |
Amendment Agreements by the Company | |
"Other Lenders" | Lender A and the Existing Lender |
"percentage ratios" | has the same meaning as ascribed to it under the Listing |
Rules | |
"Previous Transactions" | the Company's contribution of an aggregate amount of (i) |
US$30,000,000 under Loan A and (ii) US$30,000,000 under | |
Loan B as disclosed in the Announcement | |
"Security Trustee" | CMB International Securities Limited |
"Shareholder(s)" | holder(s) of the ordinary shares of the Company |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Target Company" | a company incorporated under the laws of the Cayman |
Islands with limited liability | |
"Transfer Agreement A" | the transfer certificate dated 12 March 2021 entered into by |
the Existing Lender, the Company and the Agent relating | |
to the Transferred Loan Commitment A |
"Transfer Agreement B" | the transfer certificate dated 12 March 2021 entered into by |
the Existing Lender, the Company and the Agent relating | |
to the Transferred Loan Commitment B | |
"Transfer Agreements" | Transfer Agreement A and Transfer Agreement B |
"Transferred Loan | a term loan facility in the aggregate principal amount of |
Commitment A" | US$2,500,000, being part of the Existing Lender's total loan |
commitment under Facility Agreement A, transferred from | |
the Existing Lender to the Company under Transferred | |
Agreement A | |
"Transferred Loan | a term loan facility in the aggregate principal amount of |
Commitment B" | US$2,500,000, being part of the Existing Lender's total loan |
commitment under Facility Agreement B, transferred from | |
the Existing Lender to the Company under Transferred | |
Agreement B | |
"Transferred Loan | the Transferred Loan Commitment A and the Transferred |
Commitments" | Loan Commitment B |
"US$" | the lawful currency of the United States of America |
"Utilisation Date" | the date on which the Additional Loan A is utilised by |
Customer A pursuant to Amendment Agreement A or | |
the date on which the Additional Loan B is utilised by | |
Customer B pursuant to Amendment Agreement B, as the | |
case may be | |
"%" | per cent. |
Hong Kong, 12 March 2021 |
By Order of the Board
BOCOM International Holdings Company Limited
YI Li
Company Secretary
As at the date of this announcement, the Board comprises Mr. TAN Yueheng, Mr. MENG Yu and Mr. CHENG Chuange as executive Directors; Ms. LIN Zhihong, Mr. SHOU Fugang and Ms. PO Ying as non-executive Directors; and Mr. TSE Yung Hoi, Mr. MA Ning and Mr. LIN Zhijun as independent non-executive Directors.
Attachments
- Original document
- Permalink
Disclaimer
BOCOM International Holdings Co. Ltd. published this content on 12 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 March 2021 11:28:07 UTC.