Smart City Development : Announcement

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SMART CITY DEVELOPMENT HOLDINGS LIMITED

智 城 發 展 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8268)

DISCLOSEABLE TRANSACTION

IN RELATION TO SUBSCRIPTION OF BONDS

SUBSCRIPTION OF BONDS

On 11 August 2022, Latest Ventures (a direct wholly-owned subsidiary of the Company) as subscriber entered into Subscription Agreement with the Issuer, pursuant to which Latest Ventures has conditionally agreed to subscribe for, and the Issuer has conditionally agreed to issue the Bonds in the aggregate principal amount of HK$20,000,000.

LISTING RULES IMPLICATION

As one or more of the applicable percentage ratios under Rule 19.07 of the GEM Listing Rules in respect of the Subscription is more than 5% but all are less than 25%, the Subscription constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.

SUBSCRIPTION OF BONDS

On 11 August 2022, Latest Ventures (a direct wholly-owned subsidiary of the Company) as subscriber entered into Subscription Agreement with the Issuer, pursuant to which Latest Ventures has conditionally agreed to subscribe for, and the Issuer has conditionally agreed to issue the Bonds in the aggregate principal amount of HK$20,000,000.

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THE TERMS OF THE SUBSCRIPTION

Date:	11 August 2022
Subscriber:	Latest Ventures
Issuer:	Deson Development International Holdings Limited, a company
	incorporated in Bermuda with limited liability, which shares are
	listed on the Main Board of the Stock Exchange

Subscription amount: HK$20,000,000 which shall be an amount equal to the principal

	amount of the Bonds payable in cash
Conditions	The issuance of the Bonds is subject to the fulfilment (or waiver)
Precedent:	of	all of the following conditions precedent on or before the
	Long Stop Date:
	(i)	the due execution and delivery of the Subscription
		Agreement and other transaction documents required to
		be executed and delivered on the Closing Date to Latest
		Ventures by the Issuer; and
	(ii)	all the representations, warranties and covenants given or
		procured to be given by the Issuer being true, complete and

accurate in all material respects and not misleading in any respect, and the Issuer having performed all its obligations under the Subscription Agreement and the other transaction documents to be performed on or before the Closing Date; and

(iii) all the representations, warranties and covenants given or procured to be given by Latest Ventures being true, complete and accurate in all material respects and not misleading in any respect, and Latest Ventures having performed all its obligations under the Subscription Agreement and the other transaction documents to be performed on or before the Closing Date.

If any of the Conditions Precedent is not satisfied or waived on or before the Long Stop Date, or such date as may be agreed between Latest Ventures and the Issuer, the parties shall be released and discharged from their respective obligations to proceed with the issue and subscription of the Bonds.

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	Latest Ventures may at its sole and absolute discretion at any
	time waive in writing any of the conditions precedent and such
	waiver may be made subject to such terms and conditions as are
	determined by Latest Ventures at its sole and absolute
	discretion.
PRINCIPAL TERMS OF THE BONDS
Issue date:	Expected to be on or about 22 August 2022
Principal amount:	HK$20,000,000
Issue price:	100% of the principal amount of the Bonds
Interest rate and	A simple interest rate of 7.0% per annum (the ''Interest Rate'')
interest payment	on the principal amount of the Bonds, calculated from and
date:	including the Closing Date up to the Maturity Date, payable
	quarterly in arrears on 30 September, 31 December, 31 March
	and 30 June in each year, commencing on 30 September 2022
Maturity Date:	The date falling on the second anniversary of the date of
	issuance of the Bonds
Long Stop Date:	The day falling on one calendar month from the date of
	Subscription Agreement or such later date to be agreed by the
	parties in writing (''Long Stop Date'')
Redemption upon	Unless previously redeemed, purchased or cancelled, the Issuer
maturity:	will redeem all of the Bonds on the Maturity Date at the
	applicable redemption amount (the ''Applicable Redemption
	Amount'')
Early redemption at	Upon twelve (12) months after Closing Date, the Issuer may
the Issuer's option:	have the right (but not the obligation) to redeem all or any part
	of any Bonds on any Business Day prior to the Maturity Date at
	their Applicable Redemption Amount, by giving not less than 30
	calendar days' notice in advance to the Bondholder
Applicable	The aggregate amount of:
Redemption

Amount:	(i)	the principal amount outstanding on that Bond; and
	(ii)	any accrued and unpaid interest on the outstanding
		principal amount of the Bonds at the Interest Rate.

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Redemption upon an	At any time and from time to time after the occurrence of an
event of default:	event of default and an event of default notice is served by the
	applicable Bondholder to which the Bonds relate to the Issuer
	specifying the event of default, that Bondholder shall have the
	right (but not the obligation) to demand the Issuer to, and the
	Issuer shall, redeem all or such part of the outstanding principal
	amount of the applicable Bonds at their Applicable Redemption
	Amount on the fifth (5th) Business Day after the service of such
	event of default notice
Status of the Bonds:	The Bonds constitute direct, unconditional, unsubordinated and
	unsecured obligations of the Issuer and shall at all times rank
	pari passu and without any preference among themselves
Transferability of the	The Bonds are transferable (in whole or in part) by the
Bonds:	Bondholder to any person subject to the prior written consent
	of the Issuer and pursuant to the Terms and Conditions

FUNDING OF THE SUBSCRIPTION

The Group will finance the Subscription by internal resources of the Group.

INFORMATION OF THE GROUP

The Company is an investment holding company. The Group is principally involved in (i) the construction business, as a main contractor, fitting-out works, and as well as the provision of electrical and mechanical engineering services, mainly in Hong Kong and Macau and other construction related business; (ii) investment in securities; (iii) property investment; and (iv) money lending business.

Latest Ventures is a company incorporated in the British Virgin Islands with limited liability on 18 June 2014 and is a direct wholly-owned subsidiary of the Company. It is an investment holding company.

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INFORMATION OF THE ISSUER

The Issuer is a company incorporated under the laws of Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange. The Issuer is an investment holding company and its subsidiaries are currently principally engaged in (i) property development of residential and commercial properties and the holding of investment properties; (ii) trading of medical equipment and home security and automation products, and provision of related installation and maintenance services; and (iii) the operation of a hotel.

To the best of the Board's knowledge and information, the Issuer is owned as to approximately 35.79% by Sparta and 8.79% by Mr. Tjia Boen Sien, and Sparta is ultimately beneficially wholly-owned by Mr. Tjia Boen Sien.

To the best of the Board's knowledge, information and belief having made all reasonable enquiries, the Issuer and its ultimate beneficial owners are Independent Third Parties.

REASONS AND BENEFITS FOR THE SUBSCRIPTION

The Group subscribed for the Bonds for investment purpose. The Directors consider that the Subscription provides the Group with an opportunity to balance and diversify its investment portfolio, as well as to generate stable return to the Group. The Subscription also supports the development of the Group's investment in securities business and is in line with the Group's growth strategy.

The Directors consider the terms of the Subscription and the Terms and Conditions are on normal commercial terms which are fair and reasonable and the Subscription is in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios under Rule 19.07 of the GEM Listing Rules in respect of the Subscription is more than 5% but all are less than 25%, the Subscription constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.

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