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. 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) (Stock Code: 245) THE FACILITY AGREEMENT DISCLOSEABLE TRANSACTION: PROVISION OF TERM LOAN The Board is pleased to announce that on 12 September 2018 (after trading hours), the Lender entered into the Facility Agreement with the Borrower, pursuant to which the Lender has agreed to lend to the Borrower an unsecured term loan of two months in the principal amount of up to HK$300,000,000 at an interest rate of 1% per month. LISTING RULES IMPLICATION As certain applicable ratios (as defined under the Listing Rules) in respect of the provision of the Term Loan exceed 5% but are less than 25% (when aggregated with the term loan under the Previous Facility Agreement), the entering into of the Facility Agreement and the provision of the Term Loan constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules. THE FACILITY AGREEMENT Principal terms of the Facility Agreement are set out as below: Date 12 September 2018 (after trading hours) Parties to the Facility Agreement (a) (b) the Lender; and the Borrower. To the best of the Directors knowledge, information and belief, and having made all reasonable enquiries, each of the Borrower, the Subordinated Shareholder and its ultimate beneficial owner is a third party independent of the Company and its connected persons as at the date of this announcement. 1
Amount of the Term Loan The Term Loan is in the principal amount of up to HK$300,000,000. Availability Period The term loan is available for drawdown between the date of the Facility Agreement and 14 September 2018 (or such later date as agreed by the Lender and the Borrower). Term The term of the Term Loan shall be 2 months from the Drawdown Date (or such later term as agreed by the Lender and the Borrower). Interest Rate The interest of the Term Loan is at 1% per month payable in advance in monthly intervals, with the first monthly interval beginning on the Drawdown Date. Prepayment Provided that not less than five Business Days (or such shorter period as the Lender may agree) prior written notice is given to the Lender, the Borrower may voluntarily prepay the whole or any part of the Term Loan. Guarantee and Security Save that the Borrower and the Subordinated Shareholder shall enter into a subordination deed in favour of the Lender, pursuant to which all sums owing to the Subordinated Shareholder by the Borrower shall be subordinated and deferred to the right of the Lender against the Borrower in respect of the Term Loan, no guarantee or security is provided for the Term Loan. Source of funding The Term Loan will be financed by internal resources available to the Group. REASONS FOR AND BENEFITS OF ENTERING INTO THE FACILITY AGREEMENT The Company currently has certain idle cash resources at hand. As such, the Board believes that the Facility Agreement, albeit unsecured, represents a cost effective opportunity for the Company to better utilize its idle cash with commensurate risk. When assessing the lending opportunity, the Board has taken into consideration (i) the interest income which the Facility Agreement will provide to the Company, (ii) the Borrower s timely repayment of the term loan under the Previous Facility Agreement and (iii) the subordination as agreed by the Subordinated Shareholder. 2
The terms of the Facility Agreement (including the interest rate) were arrived at after arm s length negotiations between the parties, with reference to prevailing commercial practice and the amount of the Term Loan. In light of the above, the Directors believe that the terms of the Term Loan are on normal commercial terms, are fair and reasonable and are in the interests of the Company and its Shareholders as a whole. INFORMATION OF THE GROUP The Company is a company incorporated in Hong Kong with limited liability and the Shares have been listed on the Stock Exchange since 25 August 1972. The Company is an investment holding company. The principal activities of the Group include investment holding, provision of asset management services, consultancy services, financing services, securities advisory and securities brokerage services. INFORMATION OF THE BORROWER The Borrower is a company incorporated in Hong Kong with limited liability and is principally engaged in investment activities. LISTING RULES IMPLICATION As certain applicable ratios (as defined under the Listing Rules) in respect of the provision of the Term Loan exceed 5% but are less than 25% (when aggregated with the term loan under the Previous Facility Agreement), the entering into of the Facility Agreement and the provision of the Term Loan constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules. DEFINITIONS In this announcement, unless the context requires otherwise, the following expressions shall have the following meanings: Board the board of Directors Borrower the borrower under the Facility Agreement, being a company incorporated in Hong Kong with limited liability Business Day Company connected person(s) Drawdown Date Director(s) a day (other than a Saturday or Sunday) on which banks are open for general business in Hong Kong China Minsheng Financial Holding Corporation Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange has the meaning ascribed to it under the Listing Rules the date on which the Term Loan is to be made the director(s) of the Company 3
Facility Agreement Group HK$ the Facility Agreement dated 12 September 2018 entered into between the Borrower and the Lender the Company and its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong Hong Kong The Hong Kong Special Administrative Region of the People s Republic of China Lender Hong Kong Financial Capital Investment Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly owned subsidiary of the Company Listing Rules Previous Facility Agreement the Rules Governing the Listing of Securities on the Stock Exchange the Facility Agreement dated 12 June 2018 entered into between the Lender and the Borrower, pursuant to which the Lender has granted a term loan with the principal loan amount of not more than HK$300,000,000 and an interest of 1% per month. The term loan under the Previous Facility Agreement was for a term of two months (and subsequently extended for an additional period of seventeen days) and has been repaid in full As all the applicable percentage ratios in respect of the term loan under the Previous Facility Agreement were less than 5%, the Previous Facility Agreement and the transactions contemplated thereunder did not constitute a notifiable transaction of the Company Share(s) Shareholder(s) Stock Exchange Subordinated Shareholder the ordinary share(s) of the Company the holder(s) of the Shares of the Company The Stock Exchange of Hong Kong Limited the sole shareholder of the Company, being a company incorporated in the British Virgin Islands and principally engaged in investment holdings 4
Term Loan the term loan in the principal amount of up to HK$300,000,000 pursuant to the terms of the Facility Agreement % per cent Hong Kong, 12 September 2018 By Order of the Board China Minsheng Financial Holding Corporation Limited Mr. Wang Dongzhi Chairman As at the date of this announcement, the Board comprises (1) Mr. Wang Dongzhi, Mr. Ni Xinguang, Mr. Zheng Li and Ms. Li Wei as executive directors of the Company; (2) Mr. Ma Jianting as non-executive director of the Company; and (3) Mr. Chen Johnny, Mr. Lyu Wei, Mr. Ling Yu Zhang and Dr. Guan Tao as independent non-executive directors of the Company. 5