METROPOLIS CAPITAL HOLDINGS LIMITED

Similar documents
SHENG YE CAPITAL LIMITED

MEGALOGIC TECHNOLOGY HOLDINGS LIMITED 宏創高科集團有限公司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 8242)

Wealthy Way Group Limited 富道集團有限公司

PPS INTERNATIONAL (HOLDINGS) LIMITED

Northern New Energy Holdings Limited

CONNECTED TRANSACTION PLEDGE OF 80% EQUITY INTEREST IN SHANGHAI RUNTONG INDUSTRIAL AND INVESTMENT CO., LIMITED*

CHINA RUIFENG RENEWABLE ENERGY HOLDINGS LIMITED

EFT Solutions Holdings Limited 俊盟國際控股有限公司

CONTINUING CONNECTED TRANSACTION SUB-LICENSE AGREEMENT

DISCLOSEABLE AND CONNECTED TRANSACTION

VOLUNTARY ANNOUNCEMENT: CAPITAL INJECTION AGREEMENT AND MEMORANDUM OF UNDERSTANDING

Loto Interactive Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8198)

Hypebeast Limited. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 08359)

Noble House (China) Holdings Limited

Mason Financial Holdings Limited 民信金控有限公司 (Incorporated in Hong Kong with limited liability)

CHONG SING HOLDINGS FINTECH GROUP LIMITED

GUOTAI JUNAN INTERNATIONAL HOLDINGS LIMITED (incorporated in Hong Kong with limited liability) (Stock Code: 1788)

DEFINITIONS. In this document, unless the context otherwise requires, the following expressions have the following meanings: [REDACTED]

PROPOSED TRANSFER OF LISTING FROM GEM TO THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED

VOLUNTARY ANNOUNCEMENT UPDATE ON FORMATION OF JOINT VENTURE

DISCLOSEABLE TRANSACTION TERMINATION OF THE JOINT VENTURE AGREEMENT INVOLVING DISPOSAL OF 65% OF THE ENTIRE ISSUED SHARE CAPITAL OF THE JV COMPANY

CIFI Holdings (Group) Co. Ltd.

CONNECTED TRANSACTION

NEPTUNUS GROUP SALES FRAMEWORK AGREEMENT

Time Watch Investments Limited

BIOSINO BIO-TECHNOLOGY AND SCIENCE INCORPORATION (a joint stock limited company incorporated in the People s Republic of China with limited liability)

BOCOM INTERNATIONAL HOLDINGS COMPANY LIMITED

UNIVERSAL HEALTH INTERNATIONAL GROUP HOLDING LIMITED 大健康國際集團控股有限公司

WEALTH GLORY HOLDINGS LIMITED

REVISION OF ANNUAL CAP OF EXISTING CONTINUING CONNECTED TRANSACTIONS

SAMSON HOLDING LTD. (Incorporated in the Cayman Islands with limited liability) (Stock code: 00531)

WUXI BIOLOGICS (CAYMAN) INC.

DISCLOSEABLE TRANSACTION PROVISION OF GUARANTEE AND ANNOUNCEMENT PURSUANT TO RULE OF THE LISTING RULES

COUNTRY GARDEN HOLDINGS COMPANY LIMITED

CELEBRATE INTERNATIONAL HOLDINGS LIMITED 譽滿國際 ( 控股 ) 有限公司

ISSUE OF CONVERTIBLE BONDS

DISCLOSEABLE TRANSACTION THE SUBSCRIPTION IN PARTICIPATING SHARES OF THE FUND

SINO HAIJING HOLDINGS LIMITED

CONNECTED TRANSACTION IN RELATION TO FURTHER EXTENSION OF ENTRUSTED LOAN PROVIDED BY BYD PRECISION MANUFACTURE CO., LTD. TO BYD COMPANY LIMITED

VOLUNTARY ANNOUNCEMENT DISPOSAL OF A SUBSIDIARY

Shui On Land Limited

CMBC CAPITAL HOLDINGS LIMITED (Incorporated in Bermuda with limited liability)

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE MUSIC CATALOGUE DISTRIBUTION AGREEMENT

China New City Commercial Development Limited

DISCLOSEABLE TRANSACTION INVOLVING DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL IN RICHROAD GROUP LIMITED

CONTINUING CONNECTED TRANSACTIONS

CHINA SANDI HOLDINGS LIMITED

DISCLOSEABLE TRANSACTION PROVISION OF FINANCIAL ASSISTANCE

Stella International Holdings Limited

Shui On Land Limited

TOPSEARCH INTERNATIONAL (HOLDINGS) LIMITED *

TOP-UP PLACING AND RESUMPTION OF TRADING

e-kong Group Limited (Incorporated in Bermuda with limited liability) (Stock Code: 524)

DISCLOSEABLE TRANSACTION IN RELATION TO PROVISION OF LOAN FACILITY

DISCLOSEABLE TRANSACTION SUBSCRIPTION OF SHARES IN SHANGHAI ZENDAI PROPERTY LIMITED

Zall Smart Commerce Group Ltd.

DISCLOSEABLE TRANSACTION DISPOSAL OF SUBSIDIARY

Carnival Group International Holdings Limited

Concord New Energy Group Limited (incorporated in Bermuda with limited liability)

INTIME DEPARTMENT STORE (GROUP) COMPANY LIMITED

Gemdale Properties and Investment Corporation Limited 金地商置集團有限公司

Concord New Energy Group Limited (incorporated in Bermuda with limited liability)

Logan Property Holdings Company Limited

ENTERPRISE DEVELOPMENT HOLDINGS LIMITED

RESULTS ANNOUNCEMENT FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2018

VERY SUBSTANTIAL DISPOSAL IN RELATION TO THE DISPOSAL OF YONGBAO RESOURCES EXPLOITATION AND DEVELOPMENT LIMITED AND ALL ITS SUBSIDIARIES

JOINT ANNOUNCEMENT LOAN TRANSACTION AND DEEDS OF AMENDMENT

CONNECTED TRANSACTIONS

CONTINUING CONNECTED TRANSACTIONS SUPPLEMENTAL AGREEMENT TO THE NEW MASTER AGREEMENT AND REVISION OF ANNUAL CAPS

PLACING OF NEW SHARES UNDER GENERAL MANDATE

STYLAND HOLDINGS LIMITED *

IR RESOURCES LIMITED

HUA LIEN INTERNATIONAL (HOLDING) COMPANY LIMITED

JOINT ANNOUNCEMENT DISCLOSEABLE TRANSACTION IN RELATION TO FORMATION OF JOINT VENTURE

DISCLOSEABLE TRANSACTION RELATING TO ACQUISITION OF SHARES IN LOUIS XIII HOLDINGS LIMITED

VIVA CHINA HOLDINGS LIMITED

GET HOLDINGS LIMITED SUPPLEMENTARY ANNOUNCEMENT ON THE ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2017

HAITONG INTERNATIONAL SECURITIES GROUP LIMITED 海通國際證券集團有限公司 (Incorporated in Bermuda with limited liability) (Stock Code: 665)

PANTRONICS HOLDINGS LIMITED

BEIJING TONG REN TANG CHINESE MEDICINE COMPANY LIMITED 北京同仁堂國藥有限公司

DISCLOSEABLE TRANSACTION REGARDING DISPOSAL OF A PROPERTY HOLDING COMPANY

CONTINUING CONNECTED TRANSACTION: PURCHASE OF NATURAL URANIUM CONTRACT

China Minsheng Financial Holding Corporation Limited 中國民生金融控股有限公司 (incorporated in Hong Kong with limited liability)

Kingsoft Corporation Limited 金山軟件有限公司

DISCLOSEABLE AND CONNECTED TRANSACTIONS ACQUISITION OF ADDITIONAL SHARE CAPITAL OF A SUBSIDIARY

VOLUNTARY ANNOUNCEMENT FORMATION OF JOINT VENTURE AND ACQUISITION OF CENTRAL INDUSTRIAL BUILDING

Yongsheng Advanced Materials Company Limited

SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

C.banner International Holdings Limited

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

DISCLOSEABLE TRANSACTION COOPERATION AGREEMENT FOR ESTABLISHMENT OF AN OBSTETRICS AND GYNECOLOGY AND PEDIATRICS HOSPITAL

CONTINUING CONNECTED TRANSACTIONS THE NEW MASTER SALES AGREEMENT

Time Watch Investments Limited

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1312)

DISCLOSEABLE AND CONNECTED TRANSACTION DISPOSAL OF 51% EQUITY INTERESTS OF A NON-WHOLLY OWNED SUBSIDIARY

VERY SUBSTANTIAL DISPOSAL

Stella International Holdings Limited

SKYOCEAN INTERNATIONAL HOLDINGS LIMITED

China Environmental Energy Investment Limited DISCLOSEABLE TRANSACTIONS ACQUISITION AND DISPOSAL OF LISTED SECURITIES

COGOBUY GROUP 科通芯城集團

Transcription:

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. METROPOLIS CAPITAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8621) DISCLOSEABLE TRANSACTIONS IN RELATION TO THE FINANCE LEASING AGREEMENTS FINANCE LEASING AGREEMENTS WITH CUSTOMER A On 18 February 2019 (after trading hours), Metropolis Leasing, an indirect wholly-owned subsidiary of the Company, entered into the Finance Leasing Agreements with Customer A in relation to inventory finance leasing of a luxury vehicle. Pursuant to the Finance Leasing Agreements, Metropolis Leasing would purchase the leased vehicle at the consideration of RMB6,120,000 and lease the leased vehicle to Customer A for a term of six months in return for Lease Payment. IMPLICATIONS UNDER THE GEM LISTING RULES As the applicable percentage ratios for the transactions under the Finance Leasing Agreements calculated in accordance with the GEM Listing Rules are more than 5% but less than 25%, the Finance Leasing Agreements and the transactions contemplated thereunder constituted a discloseable transaction on the part of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting and announcement requirements under the GEM Listing Rules. INTRODUCTION On 18 February 2019 (after trading hours), Metropolis Leasing entered into the Finance Leasing Agreements with Customer A in relation to finance leasing of a luxury vehicle. 1

THE FINANCE LEASING AGREEMENTS The principal terms and conditions of the Finance Leasing Agreements are summarised as follow: Date: Principal parties: Leased vehicle: 18 February 2019 (after trading hours) Metropolis Leasing (as lessor) Customer A (as lessee) A luxury passenger vehicle of a British brand. The estimated value of the leased vehicle is RMB8,100,000. Lease term: Consideration: Six months, commencing from the date of payment of consideration by Metropolis Leasing to Customer A. RMB6,120,000, which was determined after arm s length negotiation between Metropolis Leasing and Customer A with reference to factors including, among others, the original purchase price from the manufacturer of the leased vehicle and the condition of the leased vehicle. The consideration will be paid by Metropolis Leasing to Customer A upon fulfillment of certain conditions, including, among others, (i) the relevant finance leasing agreement, ownership transfer agreement and guarantee document having been signed and becoming effective; and (ii) the receipt of certain due diligence documents of Customer A by Metropolis Leasing. Lease Payment: Customer A shall pay the Lease Payment to Metropolis Leasing during the lease term by monthly installments according to the Finance Leasing Agreements. The Lease Payment shall include principal of RMB6,120,000 and the finance lease income (exclusive of value-added tax) ranging from RMB67,116 to RMB397,800 depending on the timing of full repayment of the principal within six months. The amount of finance lease income will increase as Customer A repays the principal on a later date. The contract yield of the Finance Leasing Agreements is expected to range from 1.10% to 6.50% depending on the timing of full repayment of the principal (which is calculated by dividing the total finance lease income to be received under the Finance Leasing Agreements by the amount of consideration paid by Metropolis Leasing under the Finance Leasing Agreements). 2

Security deposit: Ownership of the leased vehicle: Guarantee: Customer A agreed to pay security deposit of RMB918,000 (bearing nil interests) which will be returned by Metropolis Leasing to Customer A in full upon the full payment of the Lease Payment, retention consideration and any necessary payments to Metropolis Leasing according to the Finance Leasing Agreements. During the lease term, the ownership of the leased vehicle shall be vested in Metropolis Leasing. If Customer A has properly and fully performed all its obligations under the Finance Leasing Agreements by the expiry of the lease term, Metropolis Leasing will transfer the ownership of the leased vehicle to Customer A at nominal consideration of RMB500. A guarantor, being an independent third party, entered into a guarantee in favour of Metropolis Leasing for all sums due and payable to Metropolis Leasing under the Finance Leasing Agreements. REASONS FOR AND BENEFITS OF THE TRANSACTIONS UNDER THE FINANCE LEASING AGREEMENTS The principal business of the Group is the provision of vehicle finance leasing to its customers in the PRC. It is expected that the Finance Leasing Agreements will enable the Group to earn finance lease income and generate cash flow stream to the Group. The terms of the Finance Leasing Agreements were agreed between the parties after arm s length negotiations and are on normal commercial terms. The consideration to acquire the leased vehicle under the Finance Leasing Agreements by Metropolis Leasing will be financed by the Group s internal resources. Given that the Finance Leasing Agreements were entered into in the ordinary and usual course of business of the Group and on normal commercial terms, the Directors are of the view that the terms of the Finance Leasing Agreements are fair and reasonable and are in the interest of the Company and the Shareholders as a whole. INFORMATION ABOUT METROPOLIS LEASING AND THE GROUP Metropolis Leasing is an indirect wholly-owned subsidiary of the Company. The Group, including Metropolis Leasing, is primarily engaged in the provision of vehicle finance leasing to its customers in the PRC. INFORMATION ABOUT CUSTOMER A Customer A is a company established in the PRC and an auto dealer which is primarily engaged in dealing with luxury automobiles of a renowned British brand. 3

To the best knowledge of the Directors knowledge, information and belief and having made all reasonable enquiries, each of Customer A and its ultimate beneficial owners are independent third parties. IMPLICATIONS UNDER THE GEM LISTING RULES As the applicable percentage ratios for the transactions under the Finance Leasing Agreements calculated in accordance with the GEM Listing Rules are more than 5% but less than 25%, the Finance Leasing Agreements and the transactions contemplated thereunder constituted a discloseable transaction on the part of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting and announcement requirements under the GEM Listing Rules. DEFINITIONS Board Company connected person Customer A Director(s) Finance Leasing Agreements GEM GEM Listing Rules Group HK$ or Hong Kong dollars Hong Kong independent third party(ies) the board of Directors Metropolis Capital Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM has the meaning ascribed to it under the GEM Listing Rules and the word connected shall be construed accordingly customer of the Group in respect of the Finance Leasing Agreements the director(s) of the Company the finance leasing agreement dated 18 February 2019 and entered into by Metropolis Leasing and Customer A in relation to inventory finance leasing of a luxury vehicle, together with the ancillary agreements the GEM operated by the Stock Exchange the Rules Governing the Listing of Securities on GEM the Company and its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC person(s) who or company(ies) which is/are third party(ies) independent of the Company and its connected persons 4

Lease Payment Metropolis Leasing PRC RMB Share(s) Stock Exchange the lease payment payable to Metropolis Leasing by Customer A pursuant to the terms and conditions of the Finance Leasing Agreements Metropolis International Leasing Co., Ltd.* ( ), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company the People s Republic of China, for the purpose of this announcement, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Renminbi, the lawful currency of the PRC ordinary share(s) of HK$0.01 each in the share capital of the Company The Stock Exchange of Hong Kong Limited * For identification purposes only By order of the Board Metropolis Capital Holdings Limited Chau David Chairman, chief executive officer and executive Director Hong Kong, 18 February 2019 As at the date of this announcement, the executive Directors are Mr. Chau David and Ms. Zhou Hui; the non-executive Director is Ms. Chau On; and the independent non-executive Directors are Mr. Lau Chung Wai, Mr. Mo Luojiang and Mr. Lo Kai Tung. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement herein or this announcement misleading. This announcement will remain on the Latest Listed Company Information page of the GEM website of the Stock Exchange at www.hkgem.com for at least 7 days from the date of its posting. This announcement will also be published on the website of the Company at www.metropolis-leasing.com. 5