COL Capital : LOAN AGREEMENT: CONNECTED TRANSACTION AND FINANCIAL ASSISTANCE (in PDF)

12847-COL Ann_E.indd

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 Bermuda with limited liability)

(Stock Code: 383)

LOAN AGREEMENT: CONNECTED TRANSACTION AND FINANCIAL ASSISTANCE

LOAN AGREEMENT

The Board is pleased to announce that on 23 December 2015, the Borrower (an indirect non wholly-owned subsidiary of the Company) and the Lender entered into the Loan Agreement, pursuant to which the Lender has agreed to grant the Loan to the Borrower. Pursuant to the Loan Agreement, the Loan amount will be HK$75,461,789.54.

LISTING RULES IMPLICATIONS

Mr. Lee, being a director of the Borrower, is a connected person at the subsidiary level of the Company. As confirmed by the Lender, Mr. Lee is one of the trustees of Lee and Lee Trust, being a discretionary trust which owns approximately 73.88% interest in the total number of shares in issue of Allied Group Limited ("AGL"). AGL is directly and indirectly interested in an aggregate of approximately 74.91% of the total number of shares in issue of Allied Properties (H.K.) Limited ("APHK"), which indirectly holds approximately 55.33% of the total number of shares in issue of SHK. The Lender is an indirect wholly-owned subsidiary of SHK and hence each of the Lender and SHK is an associate of Mr. Lee. As such, the Lender is a connected person at the subsidiary level of the Company and the advancement of the Loan from the Lender to the Borrower will constitute financial assistance to the Borrower under Rule 14A.24(4) of the Listing Rules and a connected transaction for the Company under Chapter 14A of the Listing Rules. Since the applicable percentage ratios (other than the profits ratio) for the advancement of the Loan are more than 0.1% and all of such ratios are less than 5%, the advancement of the Loan is only subject to the reporting and announcement requirements and is exempt from the independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

The Board is pleased to announce that on 23 December 2015, the Borrower (an indirect non wholly-owned subsidiary of the Company) and the Lender entered into the Loan Agreement, pursuant to which the Lender has agreed to grant the Loan to the Borrower. Pursuant to the Loan Agreement, the Loan amount will be HK$75,461,789.54.

The principal terms and conditions of the Loan Agreement are set out as follows:

THE LOAN AGREEMENT

Date

23 December 2015

Parties

1. Sun Hung Kai Structured Finance Limited as the Lender; and

   
   

2. Aveo China (Holdings) Limited as the Borrower.

As at the date of this announcement, save for Mr. Lee's directorship in the Borrower, and the shareholding interests of approximately 2.84% in the total issued Share in the Company of Fareast Global Limited ("Fareast Global", an indirect wholly-owned subsidiary of Tian An China Investments Company Limited ("Tian An"), which is in turn interested as to approximately 63.58% by APHK, and hence each of Fareast Global and Tian An is an associate of Mr. Lee), the Lender and its ultimate beneficial owner(s) were third parties independent of the Company and its connected persons.

Loan amount

HK$75,461,789.54

Term

Twelve (12) months from the date of the Loan Agreement, or such other term as agreed in writing between the Lender and the Borrower.

Interest rate 12% per annum Arrangement fee

Non-refundable and at the rate of 1% on the Loan amount

Repayment

The Borrower shall repay any outstanding principal under the Loan Agreement together with all interest accrued thereon due and payable and all other money which became payable by the Borrower to the Lender in full on the Repayment Date.

Security

The repayment of the Loan and any amount due under the Loan Agreement is secured by the following documents:

1. Share Mortgage (ACG);

   
   

2. Share Mortgage (Sunshine City);

   
   

3. Share Mortgage (Lucky Full);

   
   

4. Share Mortgage (Union Profit);

   
   

5. Debenture (ACG);

   
   

6. Debenture (Sunshine City);

   
   

7. Debenture (Lucky Full);

   
   

8. Debenture (Union Profit);

and any related documents required thereunder and any other document(s) executed from time to time by whatever person as a guarantee or further guarantee of or as security for all or any part of the Borrower's obligations under the Loan Agreement.

Purpose of the Loan

The Loan shall be applied and used by the Borrower solely as its general working capital.

INFORMATION ON THE PARTIES

Information on the Group and the Borrower

The principal business of the Company is investment holding and through its subsidiaries engaged in investment in and management and operation of healthcare and hospital businesses, and aged care businesses, trading of medical equipment and related supplies, property investment and development, securities trading and investments, provision of financial services and strategic investment.

The Borrower and its subsidiaries are principally engaged in property development and project management businesses in the PRC with focus on elderly care and retirement community.

Information on the Lender

The Lender is a company incorporated in Hong Kong and is an indirect wholly-owned subsidiary of SHK, a company whose shares are listed on the Main Board of the Stock Exchange (stock code: 86). The Lender is principally engaged in the business of provision of loan finance and holds a money lenders licence under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong).

REASONS FOR AND BENEFITS OF ENTERING INTO THE LOAN AGREEMENT

The Loan shall be applied and used by the Borrower as its general working capital.

The terms of the Loan Agreement were determined after arm's length negotiations between the Lender and the Borrower. The Directors are of the view that the terms of the Loan Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

Mr. Lee, being a director of the Borrower (an indirect non wholly-owned subsidiary of the Company), is a connected person at the subsidiary level of the Company. As confirmed by the Lender, Mr. Lee is one of the trustees of Lee and Lee Trust, being a discretionary trust which owns approximately 73.88% interest in the total number of shares in issue of Allied Group Limited ("AGL"). AGL is directly and indirectly interested in an aggregate of approximately 74.91% of the total number of shares in issue of Allied Properties (H.K.) Limited ("APHK"), which indirectly holds approximately 55.33% of the total number of shares in issue of SHK. The Lender is an indirect wholly-owned subsidiary of SHK and hence each of the Lender and SHK is an associate of Mr. Lee. As such, the Lender is a connected person at the subsidiary level of the Company and the advancement of the Loan from the Lender to the Borrower will constitute financial assistance to the Borrower under Rule 14A.24(4) of the Listing Rules and a connected transaction for the Company under Chapter 14A of the Listing Rules. Since the applicable percentage ratios (other than the profits ratio) for the advancement of the Loan are more than 0.1% and all of such ratios are less than 5%, the advancement of the Loan is only subject to the reporting and announcement requirements and is exempt from the independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.