Agile Group Holdings Limited (as borrower) and certain of its subsidiaries (as guarantors) entered into a facility agreement (the "Facility Agreement") with certain financial institutions with one of them acting as facility agent and security agent pursuant to which a term loan facility comprising of two tranches of HKD 1,170 million and USD 100 million (with a greenshoe option of USD 500 million or HKD equivalent) with a term of 36 months has been granted to the Company at the rate of interest equivalent to the aggregate of a margin rate of 3.25% per annum plus the Hong Kong interbank offered rate for Hong Kong Dollars on the relevant date (in respect of HKD loan) or the London interbank offered rate administered by ICE Benchmark Administration Limited on the relevant date (in respect of USD loan). Pursuant to the Facility Agreement, it will be an event of default if Mr. Chen Zhuo Lin, Mr. Chan Cheuk Yin, Madam Luk Sin Fong, Fion, Mr. Chan Cheuk Hung, Mr. Chan Cheuk Hei and Mr. Chan Cheuk Nam (collectively, "the Chen Family"), collectively (directly or indirectly), do not own more than 50% of the total issued ordinary share capital of the company; and/or the Chen Family does not or cease to be entitled to exercise management control of the company; and/or Mr. Chen Zhuo Lin is not or ceases to be the chairman of the board of directors of the company. If an event of default has occurred and is continuing, the facility agent may: (a) cancel the total commitments under the Facility Agreement; (b) declare that all or part of the loans, together with accrued interest, and all other amounts accrued or outstanding under the Facility Agreement and other ancillary documents be immediately due and payable; (c) declare that all or part of the loans be payable on demand; and/or (d) exercise or direct the security agent to exercise all or any of its rights, remedies, powers or discretions under the Facility Agreement and other ancillary documents.