Minshang Creative Technology : DISCLOSEABLE TRANSACTION SUBSCRIPTION OF 8.25% NOTES

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.

Minshang Creative Technology Holdings Limited

民商創科控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1632)

DISCLOSEABLE TRANSACTION

SUBSCRIPTION OF 8.25% NOTES

THE TRANSACTION

On 31 March 2021 (after trading hours), the Company and the Issuer entered into the Subscription Agreement in relation to the Subscription. Pursuant to the Subscription Agreement, the Company has agreed to subscribe for the Notes in the principal amount of HK$13,000,000.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the Subscription is more than 5% but less than 25%, the Subscription constitutes a discloseable transaction for the Company and is subject to the announcement requirement as set out in the Listing Rules.

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THE SUBSCRIPTION AGREEMENT

Set out below are the principal terms of the Subscription Agreement:

Date

31 March 2021

The Subscriber

The Company

The Issuer

China Tonghai International Financial Limited

Consideration

The Company has agreed to subscribe for the Notes in the principal amount of HK$13,000,000. The Group intends to fund the consideration for the Subscription in cash from its internal resources.

Completion

Completion shall take place on the Completion Date at a time and venue to be agreed between the Issuer and the Company.

Principal terms of the Notes

The principal terms and conditions of the Notes are summarised as follows:

Principal Amount	:	HK$13,000,000
Interest Rate	:	The Notes bear interest on their outstanding principal
		amount from and including the Issue Date at the rate of
		8.25% per annum, payable on the Maturity Date.

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Maturity Date	:	30 June 2021
		Subject to the written consent of all the Noteholders and the
		Company of not less than 15 days before the Maturity Date
		and the payment of the accrued interest by the Company to
		the Noteholder(s) on the Maturity Date as required under
		Condition 5 (a) of the Instrument, the Notes will be extended
		for another 3 months after the Maturity Date with terms
		and conditions substantially the same as those set out in
		the Instrument except that the Notes will be matured on the
		Extended Maturity Date (as defined in the Instrument).
Redemption	:	Early Redemption
		Unless an event of default occurs and is continuing which
		cannot be remedied, the Notes will be redeemed at their
		principal amount on the Maturity Date. All certificates
		evidencing Notes redeemed shall be cancelled. The
		obligations of the Issuer in respect of any such cancelled
		Notes shall be discharged.
Status	: Subject to the Subscription Agreement, the Notes constitutes
		direct, unconditional, unsubordinated and unsecured
		obligations of the Issuer and shall at all times rank pari passu
		and without any preference among themselves. Subject to
		the Subscription Agreement, the payment obligations of the
		Issuer under the Notes shall, save for such exceptions as may
		be provided by applicable laws and regulations), at all times
		rank at least equally with all its other present and future
		unsecured and unsubordinated obligations.
Transferability	: The Notes are not transferable and no assignment or transfer
		(whether in whole or in part) of the Notes may be made by
		the holders of the Notes.

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INFORMATION OF THE PARTIES TO THE SUBSCRIPTION AGREEMENT

The Issuer is a limited liability company incorporated and domiciled in Bermuda. The shares of the Issuer are listed on the Stock Exchange. The Issuer and its subsidiaries are principally engaged in, among other things, discretionary and non-discretionary dealing services for securities, futures and options, securities placing and underwriting services, margin financing and money lending services, insurance broking and wealth management services and corporate finance advisory and general advisory services.

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

The Company is a company incorporated in the Cayman Islands with limited liability and its Shares are listed on the Main Board of the Stock Exchange. The Group is principally engaged in (ii) the operation of restaurant chains under the "Viet's Choice（越棧）" brands and "Five Spice (5越）" brands in Hong Kong; and (ii) trading business.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

The terms of the Subscription Agreement (including the subscription amount and the interest rates) have been negotiated and determined after arm's length negotiations between the Company and the Issuer with reference to, among other things, recent market conditions.

As disclosed in the Company's announcement dated 30 September 2020 (September Notes) and 30 October 2020 (October Notes), the Company has entered into subscription agreements with the Issuer pursuant to which the Company has subscribed Notes bearing interest at the rate of 8.25% per annum. The September Notes have been redeemed by the Issuer on the date of this announcement and October Notes will be redeemed on 29 April 2021. Taking into account that the previous subscriptions aforementioned and the Notes are a relatively short- term investment such that the Directors are of the view that the interest rate of the Notes are relatively higher than the interest rate of fixed deposits offered by well-recognised financial institutions in Hong Kong and the revenue and cash flow that can be generated from the investment in the Notes, the Board considers that the Subscription can broaden the source of income of the Group and provide the Group with a stable investment return. Accordingly, the Directors, consider that the terms of the Subscription Agreement are fair and reasonable and the Subscription is in the interests of the Company and the Shareholders as a whole.

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IMPLICATIONS UNDER THE LISTING RULES

As the applicable percentage ratios (as defined in the Listing Rules) in respect of the Subscription are more than 5% but less than 25%, the Subscription constitutes a discloseable transaction for the Company and is subject to the announcement requirement as set out in the Listing Rules.

DEFINITIONS

The following terms have the following meanings in this announcement unless the context otherwise requires:

"Board"

"Business Day(s)"

"Company"

the board of Directors

any day (excluding Saturday) on which banks are generally open for business in Hong Kong

Minshang Creative Technology Holdings Limited（民商創 科控股有限公司）, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed

on the Main Board of the Stock Exchange

"Completion"

"Completion Date"

completion of the Subscription pursuant to the terms and conditions of the Subscription Agreement

the date on which the Completion occurs, which shall fall on the same Business Day after the date on which the Conditions Precedent specified in Clause 3 are fulfilled

"connected person(s)"	has the meaning ascribed to it in the Listing Rules
"Director(s)"	Director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC

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"HK$"

"Independent Third Party(ies)"

"Issuer"

"Issue Date"

"Listing Rules"

"Maturity Date" "Notes"

"PRC"

"Subscription"

"Subscription Agreement"

Hong Kong dollars, the lawful currency of Hong Kong

persons who themselves (and in the case of any corporate entities, their ultimate beneficial owners) are, to the best of the Directors' knowledge, information and belief having made all reasonable enquiries, third parties independent of, and not connected with, the Company and its connected persons

China Tonghai International Financial Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 952)

31 March 2021

the Rules Governing the Listing of Securities on the Stock Exchange

30 June 2021

the Notes bear interest on their outstanding principal amount from and including the Issue Date at the rate of 8.25 % per annum, payable on the Maturity Date issued by the Issuer pursuant to the Subscription Agreement

the People's Republic of China

the proposed subscription by the Company of the Notes in the principal amount of HK$13,000,000 as contemplated under the Subscription Agreement

the subscription agreement dated 31 March 2021 entered into between the Company and the Issuer in relation to the subscription of the Notes

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"Share(s)"

"Shareholder(s)"

"Stock Exchange"

"%"

Hong Kong, 31 March 2021

ordinary share(s) of HK$0.0025 each in the issued share capital of the Company

holder(s) of the Share(s)

The Stock Exchange of Hong Kong Limited

per cent

By order of the Board

Minshang Creative Technology Holdings Limited

WU Jiangtao

Chairman

As at the date of this announcement, the executive Directors are Mr. Wu Jiangtao, Mr. Lu Sheng Hong, Ms. Li Jia and Mr. Tao Jingyuan; the non-executive Director is Mr. Wong Stacey Martin; and the independent non-executive Directors are Mr. Choi Tze Kit, Sammy, Mr. Cheung Miu and Mr. Cheung Pak To, Patrick.

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