BOCOM International : DISCLOSEABLE TRANSACTIONS TRANSFERS BY NOVATION OF TRANSFERRED LOAN COMMITMENTS AND AMENDMENT AGREEMENTS TO THE FACILITY AGREEMENTS

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.

BOCOM INTERNATIONAL HOLDINGS COMPANY LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 3329)

DISCLOSEABLE TRANSACTIONS

TRANSFERS BY NOVATION OF TRANSFERRED LOAN COMMITMENTS

AND AMENDMENT AGREEMENTS

TO THE FACILITY AGREEMENTS

Reference is made to the Announcement of the Company dated 2 December 2019 relating to the Previous Transactions whereby the Company contributed an aggregate amount of (i) US$30,000,000 to Customer A pursuant to Facility Agreement A and (ii) US$30,000,000 to Customer B pursuant to Facility Agreement B.

TRANSFERS BY NOVATION OF TRANSFERRED LOAN COMMITMENTS

On 12 March 2021, the Company entered into Transfer Agreement A with the Existing Lender pursuant to which the Existing Lender agreed to transfer by novation to the Company all of the Existing Lender's rights and obligations under Facility Agreement A which relate to the Transferred Loan Commitment A in the aggregate amount of US$2,500,000, being part of the Existing Lender's total loan commitment under Facility Agreement A. On the same day, the Company entered into Transfer Agreement B with the Existing Lender pursuant to which the Existing Lender agreed to transfer by novation to the Company all of the Existing Lender's rights and obligations under Facility Agreement B which relate to the Transferred Loan Commitment B in the aggregate amount of US$2,500,000, being part of the Existing Lender's total loan commitment under Facility Agreement B. The transfer date for each of the Transferred Loan Commitments is 12 March 2021.

AMENDMENT AGREEMENTS TO THE FACILITY AGREEMENTS

On 12 March 2021, the Company, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee entered into Amendment Agreement A with Customer A to amend certain terms of Facility Agreement A for the purpose of extending Loan A to the Final Repayment Date and making available the Additional Loan A in the aggregate principal amount of US$12,000,000, of which up to US$3,500,000 is to be provided by the Company. On the same day, the Company, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee entered into Amendment Agreement B with Customer B to amend certain terms of Facility Agreement B for the purpose of extending Loan B to the Final Repayment Date and making available the Additional Loan B in the aggregate principal amount of US$12,000,000, of which up to US$3,500,000 is to be provided by the Company.

LISTING RULES IMPLICATIONS

The New Transactions constitute financial assistance provided by the Company under Rule 14.04(1)(e) of the Listing Rules. As the highest applicable percentage ratio in relation to the New Transactions, when aggregated with the Previous Transactions, is less than 25% but more than 5%, the New Transactions constitute discloseable transactions for the Company and are subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

Reference is made to the Announcement of the Company dated 2 December 2019 relating to the Previous Transactions whereby the Company contributed an aggregate amount of (i) US$30,000,000 to Customer A pursuant to Facility Agreement A and (ii) US$30,000,000 to Customer B pursuant to Facility Agreement B.

TRANSFERS BY NOVATION OF TRANSFERRED LOAN COMMITMENTS

On 12 March 2021, the Company entered into Transfer Agreement A with the Existing Lender pursuant to which the Existing Lender agreed to transfer by novation to the Company all of the Existing Lender's rights and obligations under Facility Agreement A which relate to the Transferred Loan Commitment A in the aggregate amount of US$2,500,000, being part of the Existing Lender's total loan commitment under Facility Agreement A. On the same day, the Company entered into Transfer Agreement B with the Existing Lender pursuant to which the Existing Lender agreed to transfer by novation to the Company all of the Existing Lender's rights and obligations under Facility Agreement B which relate to the Transferred Loan Commitment B in the aggregate amount of US$2,500,000, being part of the Existing Lender's total loan commitment under Facility Agreement B. The transfer date for each of the Transferred Loan Commitments is 12 March 2021.

The principal terms of the Facility Agreements are set out in the Announcement of the Company dated 2 December 2019.

Internal resources of the Group will be used to fund the transfers by novation of Transferred Loan Commitments. The aggregate amount of each of the Transferred Loan Commitments was determined based on the Group's asset allocation and investment strategy.

AMENDMENT AGREEMENTS TO THE FACILITY AGREEMENTS

On 12 March 2021, the Company, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee entered into Amendment Agreement A with Customer A to amend certain terms of Facility Agreement A for the purpose of extending Loan A to the Final Repayment Date and making available the Additional Loan A in the aggregate principal amount of US$12,000,000, of which up to US$3,500,000 is to be provided by the Company. On the same day, the Company, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee entered into Amendment Agreement B with Customer B to amend certain terms of Facility Agreement B for the purpose of extending Loan B to the Final Repayment Date and making available the Additional Loan B in the aggregate principal amount of US$12,000,000, of which up to US$3,500,000 is to be provided by the Company. Internal resources of the Group will be used to fund the part of Additional Loan A and Additional Loan B to be provided by the Company.

Other than the obligation of Customer A and Customer B to pay a make-whole amount if voluntary or mandatory prepayment takes place at any time during the term of the Loans (as opposed to only within 12 months after the utilisation date of such Loans), there are no other material changes to the terms of the Loans under the Facility Agreements, details of which are set out in the Announcement of the Company dated 2 December 2019.

Amendment Agreement A

The principal terms of the Additional Loan A under Amendment Agreement A are set out as follows:

Date

• : 12 March 2021

  Parties

  :

  • 1. The Company;

  • 2. the Other Lenders;

  • 3. Customer A;

  • 4. the Guarantor;

  • 5. the Arranger;

  • 6. the Agent; and

  • 7. the Security Trustee.

  Maximum principal amount

• : US$12,000,000

Interest rate

• : The interest rate of the Additional Loan A is 7% per annum, payable every six months.

  RepaymentVoluntary prepayment

• : The repayment date is the date which is 24 months after the Utilisation Date.

  Upon the request of Customer A by providing at least 30 days' written notice to the Agent prior to the repayment date, and subject to the prior written consent of the Majority Lenders and payment by Customer A of the fees specified in Amendment Agreement A, the repayment date shall be extended to the date falling 12 months after the repayment date.

  Any repayment of the Additional Loan A by Customer A shall be made together with an adjustment amount calculated in accordance with Amendment Agreement A in respect of such amount of the Additional Loan A being repaid.

• : Prepayment of the whole or part of the outstanding Additional Loan A by Customer A can be made provided that it gives the Agent not less than 15 business days' (or such shorter period as the Majority Lenders may agree) prior written notice. If voluntary prepayment occurs, Customer A is required to pay the Agent a make-whole amount computed in accordance with Amendment Agreement A. Further, any voluntary prepayment shall be made together with an adjustment amount calculated in accordance with Amendment Agreement A in respect of such amount of the Additional Loan A being repaid.

  Mandatory prepayment

• : Customer A is required to prepay the outstanding Additional Loan A if any of the mandatory prepayment events as specified in Amendment Agreement A takes place. If mandatory prepayment occurs, Customer A is required to pay the Agent a make-whole amount computed in accordance with Amendment Agreement A. Further, any prepayment shall be made together with an adjustment amount calculated in accordance with Amendment Agreement A in respect of such amount of the Additional Loan A being repaid.

  Exit fee

• : Customer A is required to pay the Agent (for the account of the Lenders) an exit fee computed in accordance with Amendment Agreement A if any of the exit events as specified therein takes place.

Security

Amendment Agreement B

:The Additional Loan A is secured by a collateral agreement to be entered into between Customer A (as chargor) and the Security Trustee (as security trustee for the secured parties therein) in relation to the charge of certain shares in the Target Company held by Customer A.

The principal terms of the Additional Loan B under Amendment Agreement B are set out as follows:

Date

• : 12 March 2021

  PartiesMaximum principal amount

  :

  • 8. The Company;

  • 9. the Other Lenders;

  • 10. Customer B;

  • 11. the Guarantor;

  • 12. the Arranger;

  • 13. the Agent; and

  • 14. the Security Trustee.

• : US$12,000,000

  Interest rate

• : The interest rate of the Additional Loan B is 7% per annum, payable every six months.

  Repayment

• : The repayment date is the date which is 24 months after the Utilisation Date.

  Upon the request of Customer B by providing at least 30 days' written notice to the Agent prior to the repayment date, and subject to the prior written consent of the Majority Lenders and payment by Customer B of the fees specified in Amendment Agreement B, the repayment date shall be extended to the date falling 12 months after the repayment date.

Any repayment of the Additional Loan B by Customer B shall be made together with an adjustment amount calculated in accordance with Amendment Agreement B in respect of such amount of the Additional Loan B being repaid.

Voluntary prepayment

• : Prepayment of the whole or part of the outstanding Additional Loan B by Customer B can be made provided that it gives the Agent not less than 15 business days' (or such shorter period as the Majority Lenders may agree) prior written notice. If voluntary prepayment occurs, Customer B is required to pay the Agent a make-whole amount computed in accordance with Amendment Agreement B. Further, any voluntary prepayment shall be made together with an adjustment amount calculated in accordance with Amendment Agreement B in respect of such amount of the Additional Loan B being repaid.

  Mandatory prepayment

• : Customer B is required to prepay the outstanding Additional Loan B if any of the mandatory prepayment events as specified in Amendment Agreement B takes place. If mandatory prepayment occurs, Customer B is required to pay the Agent a make-whole amount computed in accordance with Amendment Agreement B. Further, any prepayment shall be made together with an adjustment amount calculated in accordance with Amendment Agreement B in respect of such amount of the Additional Loan B being repaid.

  Exit fee

• : Customer B is required to pay the Agent (for the account of the Lenders) an exit fee computed in accordance with Amendment Agreement B if any of the exit events as specified therein takes place.

  Security

• : The Additional Loan B is secured by a collateral agreement to be entered into between Customer B (as chargor) and the Security Trustee (as security trustee for the secured parties therein) in relation to the charge of certain shares in the Target Company held by Customer B.

INFORMATION OF THE COMPANY AND THE GROUP

The principal activity of the Company is investment holding. The Group is principally engaged in securities brokerage, margin financing, corporate finance and underwriting, investment and loans and asset management and advisory businesses. The regulated activities carried out by the Company's licensed subsidiaries include dealing in securities and futures, advising on securities and futures contracts, providing securities margin financing, advising on corporate finance and providing asset management services.

INFORMATION OF CUSTOMER A, CUSTOMER B, THE OTHER LENDERS, THE GUARANTOR, THE ARRANGER, THE AGENT AND THE SECURITY TRUSTEE

Each of Customer A and Customer B is a company incorporated under the laws of the British Virgin Islands with limited liability and is principally engaged in the business of investing.

Lender A is a company incorporated under the laws of Hong Kong and is principally engaged in the business of lending. The Existing Lender is a company incorporated under the laws of Hong Kong and is principally engaged in the business of loan financing.

The Guarantor is the sole beneficial owner of Customer A. The Guarantor, together with Ms. Chen, the sole beneficial owner of Customer B, are the co-founders of the Target Company.

The Arranger is a company incorporated under the laws of Hong Kong with limited liability and is principally engaged in the business of lending.

The Agent is a company incorporated under the laws of Hong Kong with limited liability and is principally engaged in the provision of banking and related financial services.

The Security Trustee is a company incorporated under the laws of Hong Kong with limited liability and is principally engaged in the business of securities dealing.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, Customer A, Customer B, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee, and their respective ultimate beneficial owner(s) (where applicable) are third parties independent of the Company and connected persons of the Company.

REASONS FOR AND BENEFITS OF THE NEW TRANSACTIONS

The provision of loans is in the ordinary and usual course of business of the Group. The terms of the Transfer Agreements and the Amendment Agreements were arrived at by the parties thereto after arm's length negotiations, with reference to prevailing commercial practice. Having considered the financial background of Customer A and Customer B and the interest income to be received by the Group from Customer A and Customer B,the Directors consider that the terms of the Transfer Agreements and the Amendment Agreements are fair and reasonable and the New Transactions are in the interest of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

The New Transactions constitute financial assistance provided by the Company under Rule 14.04(1)(e) of the Listing Rules. As the highest applicable percentage ratio in relation to the New Transactions, when aggregated with the Previous Transactions, is less than 25% but more than 5%, the New Transactions constitute discloseable transactions for the Company and are subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

"Additional Loan A"

an additional term loan in the principal amount of up to US$12,000,000 made available by the Lenders to Customer A pursuant to Amendment Agreement A

"Additional Loan B"

an additional term loan in the principal amount of up to US$12,000,000 made available by the Lenders to Customer B pursuant to Amendment Agreement B

"Agent"

CMB Wing Lung Bank Limited

"Amendment Agreement A" the amendment agreement and the amended and restated facility agreement, both dated 12 March 2021 entered into among, the Company, Customer A, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee to amend certain terms of Facility Agreement A

"Amendment Agreement B" the amendment agreement and the amended and restated facility agreement, both dated 12 March 2021 entered into among, the Company, Customer B, the Other Lenders, the Guarantor, the Arranger, the Agent and the Security Trustee to amend certain terms of Facility Agreement B

"Amendment Agreements" Amendment Agreement A and Amendment Agreement B

"Announcement"

the announcement relating to the Previous Transactions published by the Company on 2 December 2019

"Arranger"	CMB International Finance Limited
"Board"	the board of Directors
"Company"	BOCOM International Holdings Company Limited, a
company incorporated in Hong Kong with limited liability,
the issued shares of which are listed on the Stock Exchange
(stock code: 3329)
"connected person"	has the same meaning as ascribed to it under the Listing
Rules
"Customer A"	Xima Holdings Limited
"Customer B"	Touch Sound Limited
"Director(s)"	the director(s) of the Company
"Existing Lender"	CMBC Capital Finance Limited
"Facility Agreement A"	the facility agreement dated 2 December 2019 entered into
among, the Company, Customer A, the Other Lenders,
the Guarantor, the Arranger, the Agent and the Security
Trustee in relation to the provision of Loan A
"Facility Agreement B"	the facility agreement dated 2 December 2019 entered into
among, the Company, Customer B, the Other Lenders,
the Guarantor, the Arranger, the Agent and the Security
Trustee in relation to the provision of Loan B
"Facility Agreements"	Facility Agreement A and Facility Agreement B
"Final Repayment Date"	13 December 2022
"Group"	the Company and its subsidiaries
"Guarantor"	Mr. Yu Jianjun Яܔࠏ
"Hong Kong"	the Hong Kong Special Administrative Region of the
People's Republic of China
"Lender A"	a company incorporated under the laws of Hong Kong with
limited liability
"Lenders"	the Company and the Other Lenders

"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchange
"Loan A"	the loan in the principal amount of up to US$50,000,000
under Facility Agreement A
"Loan B"	the loan in the principal amount of up to US$50,000,000
under Facility Agreement B
"Loans"	Loan A and Loan B
"Majority Lenders"	a Lender or Lenders whose commitment aggregate more
than 2/3 of the total commitments under the Additional
Loan A or the Additional Loan B, as the case may be
"Ms. Chen"	Ms. Chen Yuxin ௓ρ׿
"New Transactions"	the transfers by novation of the Transferred Loan
Commitments from the Existing Lender to the Company
under the Transfer Agreements and the entering into of the
Amendment Agreements by the Company
"Other Lenders"	Lender A and the Existing Lender
"percentage ratios"	has the same meaning as ascribed to it under the Listing
Rules
"Previous Transactions"	the Company's contribution of an aggregate amount of (i)
US$30,000,000 under Loan A and (ii) US$30,000,000 under
Loan B as disclosed in the Announcement
"Security Trustee"	CMB International Securities Limited
"Shareholder(s)"	holder(s) of the ordinary shares of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Target Company"	a company incorporated under the laws of the Cayman
Islands with limited liability
"Transfer Agreement A"	the transfer certificate dated 12 March 2021 entered into by
the Existing Lender, the Company and the Agent relating
to the Transferred Loan Commitment A

"Transfer Agreement B"	the transfer certificate dated 12 March 2021 entered into by
the Existing Lender, the Company and the Agent relating
to the Transferred Loan Commitment B
"Transfer Agreements"	Transfer Agreement A and Transfer Agreement B
"Transferred Loan	a term loan facility in the aggregate principal amount of
Commitment A"	US$2,500,000, being part of the Existing Lender's total loan
commitment under Facility Agreement A, transferred from
the Existing Lender to the Company under Transferred
Agreement A
"Transferred Loan	a term loan facility in the aggregate principal amount of
Commitment B"	US$2,500,000, being part of the Existing Lender's total loan
commitment under Facility Agreement B, transferred from
the Existing Lender to the Company under Transferred
Agreement B
"Transferred Loan	the Transferred Loan Commitment A and the Transferred
Commitments"	Loan Commitment B
"US$"	the lawful currency of the United States of America
"Utilisation Date"	the date on which the Additional Loan A is utilised by
Customer A pursuant to Amendment Agreement A or
the date on which the Additional Loan B is utilised by
Customer B pursuant to Amendment Agreement B, as the
case may be
"%"	per cent.
Hong Kong, 12 March 2021

By Order of the Board

BOCOM International Holdings Company Limited

YI Li

Company Secretary

As at the date of this announcement, the Board comprises Mr. TAN Yueheng, Mr. MENG Yu and Mr. CHENG Chuange as executive Directors; Ms. LIN Zhihong, Mr. SHOU Fugang and Ms. PO Ying as non-executive Directors; and Mr. TSE Yung Hoi, Mr. MA Ning and Mr. LIN Zhijun as independent non-executive Directors.