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: 2277) DISCLOSEABLE TRANSACTION SUBSCRIPTION OF 8% BONDS ISSUED BY INTREND VENTURES LIMITED SUBSCRIPTION OF BONDS

The Board is pleased to announce that on 30 August 2017 (after trading hours), the Subscriber and the Issuer entered into the Subscription Agreement in respect of the Subscription, pursuant to which, among other matters, the Subscriber has conditionally agreed to subscribe for, and the Issuer has conditionally agreed to issue to the Subscriber, the Bonds in the principal amount of HK$450,000,000 for a term of two years extendable to an additional term of one year with an interest rate of 8% per annum, payable quarterly in arrears.

IMPLICATION UNDER THE LISTING RULES

As one or more of the applicable percentage ratios in respect of the Subscription pursuant to Rule 14.07 of the Listing Rules are more than 5% but less than 25%, the Subscription constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

SUBSCRIPTION AGREEMENT

The principal terms of the Subscription Agreement are set out below:

Date

30 August 2017 (after trading hours)

Parties

Subscriber : Big Thrive Limited, an indirect wholly-owned subsidiary of the Company

Issuer : Intrend Ventures Limited

Subject Matter of the Subscription Agreement

The Subscriber has conditionally agreed to subscribe for, and the Issuer has conditionally agreed to issue to the Subscriber, the Bonds at the Subscription Price.

Principal terms of the Bonds

The principal terms of the Bonds are set out below:

Issuer : Intrend Ventures Limited Principal amount : HK$450,000,000 Interest rate : the Bonds bear interest from the Issue Date at a rate

of 8% per annum, payable quarterly in arrears.

Rank : the Bonds constitute direct, unconditional, guaranteed and unsubordinated obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Bonds shall, save for such exceptions as may be provided by applicable legislation, at all times rank at least equally with all its other present and future direct, unconditional, guaranteed and unsubordinated obligations. Maturity date : the Bonds shall mature on the date falling on the end

of the second year from the Issue Date ("Initial Maturity Date"), but may be extended for an additional year (such extended maturity date shall be referred to as the "Extended Maturity Date") upon written request submitted by the Issuer to the Bondholder not more than 60 calendar days and not less than 30 calendar days prior to the Initial Maturity Date. Upon such extension, the Issuer shall

pay to the Bondholder an extension fee equal to 1.5% of the outstanding aggregate principal account of the Bonds one business day after the Initial Maturity Date.

Redemption : the Issuer has the right, at its option, to redeem any

of the Bonds in whole or in part in an aggregate principal amount of no less than HK$20,000,000 on any date falling more than 12 months after the Issue Date (the "Redemption Date") at a redemption price of 100% of the principal amount of the Bonds to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date.

Transferability : the Bondholder may assign or transfer any of the

Bonds in whole or in part (in whole multiples of HK$1,000,000) of the outstanding principal amount to any third party (i) only with the prior written consent of the Issuer; or (ii) after the occurrence of an Event of Default, so long as all applicable laws are complied with. The Issuer shall facilitate and bear the costs of any such assignment or transfer of the Bonds.

Events of Default : the Bond Certificate (together with the Terms and

Conditions) contains customary events of default provisions which provide that, on the occurrence of certain Events of Default, the Bondholder shall be entitled to demand for immediate repayment from the Issuer of the principal amount of the Bonds together with any accrued and unpaid interest and default interest calculated at the rate of 20% per annum on the principal amount of the Bonds then outstanding.

Listing : the Bonds will not be listed on any stock exchange. Negative pledge : the Issuer undertakes to and covenants with the

Bondholder that for so long as any of the Bonds remain outstanding, the Issuer shall not create or permit to subsist any mortgage, charge, pledge, lien or other form of encumbrance or security interest upon the whole or any part of its or any of its subsidiaries' respective property, assets (including, without limitation, the benefit and/or rights to repayment and interest (if any) in respect of any loans made by any of the Issuer or any of its subsidiaries to any person) or revenues, present or future, to secure any (i) present or future indebtedness (other than the Bonds, the Permitted Loans or in the ordinary course of business of Huajin International or its subsidiaries) of the Issuer or any of its subsidiaries or (ii) guarantee of or indemnity in respect of any debt unless, at the same time or prior thereto, the Issuer's obligations under the Bonds and the Terms and Conditions (a) are secured equally, or

(b) have the benefit of such other security, guarantee, indemnity or other arrangement as shall not be materially less beneficial to the Bondholder or as shall be approved in writing by the Bondholder.

Securities and guarantee Conditions Precedent

: the obligations of the Issuer are guaranteed by the Guarantee and secured by (i) the IVL Share Charge;

(ii) the Haiyi Share Charge; and (iii) the Huajin Share Charge.

The Subscription is subject to, among other things, the following conditions:

  1. Haiyi having deposited not less than 391,500,000 shares of Huajin International into the Securities Account;

  2. the sole director of the Issuer having passed the relevant resolution(s) approving and authorising the execution and delivery of, and the performance by the Issuer of its obligations under the Subscription Agreement, the other Transaction Documents and the transactions and matters as contemplated therein;

Huarong Investment Stock Corporation Ltd. published this content on 30 August 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 30 August 2017 14:17:06 UTC.

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