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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2277) DISCLOSEABLE TRANSACTION FINANCE LEASING ARRANGEMENT WITH YANAN XINWODA LNG CO., LTD.

On 17 August 2017 (after trading hours), the Lessor, an indirect wholly-owned subsidiary of the Company, the Lessee and the Security Providers entered into the Credit Framework Agreement, pursuant to which the Lessor agreed to purchase certain equipment and facilities of the LNG production line, being the Leased Assets, from the Lessee up to a total consideration of not more than RMB350 million (equivalent to approximately HK$406 million), and following which, the Lessor has agreed to lease back such Leased Assets to the Lessee for a term of 5 years from the date of first purchase of such Leased Assets at an estimated total lease payment of approximately RMB420 million (equivalent to approximately HK$487 million).

As one or more of the applicable percentage ratios as defined under the Listing Rules in relation to the transactions contemplated under the Credit Framework Agreement exceed 5% and are below 25%, the transactions contemplated under the Credit Framework Agreement constitute discloseable transactions for the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

The Board is pleased to announce that, on 17 August 2017 (after trading hours), the Lessor, an indirect wholly-owned subsidiary of the Company, the Lessee and the Security Providers entered into the Credit Framework Agreement, pursuant to which the Lessor agreed to purchase certain equipment and facilities of the LNG production line, being the Leased Assets, from the Lessee up to a total consideration of not more than RMB350 million (equivalent to approximately HK$406 million), and following which, the Lessor has agreed to lease back the Leased Assets to the Lessee for a term of 5 years from the date of first purchase of such Leased Assets at an estimated total lease payment of approximately RMB420 million (equivalent to approximately HK$487 million).

PRINCIPAL TERMS OF THE CREDIT FRAMEWORK AGREEMENT Date 17 August 2017 (after trading hours) Parties (1) the Lessor;
  1. the Lessee; and

  2. the Security Providers.

Subject matter The Lessor agreed to purchase certain equipment and facilities of the LNG production line, being the Leased Assets, from the Lessee and following which, to lease back the Leased Assets to the Lessee after each purchase, subject to the terms and conditions of the Agreements. Consideration The consideration payable by the Lessor to the Lessee will be set out in each seperate Purchase Agreement for purchase of the Leased Assets, and in any event will not be more than RMB350 million in aggregate (equivalent to approximately HK$406 million).

The purchase price shall be paid by the Lessor to the Lessee in full after satisfaction of certain condition precedents, including, amongst others, (i) the Credit Framework Agreement having been signed and becoming unconditional;

(ii) the Security Documents having been signed and becoming effective; and (iii) the Agreements having been signed and executed.

The value of the Leased Assets is expected to be not less than RMB400 million in aggregate (equivalent to approximately HK$464 million). The Lessor plans to fund the purchase price of the Leased Assets through its internal resources.

Lease period 5 years, commencing on the date of the first payment made for the first purchase. Lease payment and other fees

Pursuant to all Finance Lease Agreements, during the lease period, the Lessor is entitled to receive a lease payment, to be paid in quarterly installment throughout the lease period. The lease payment consists of:

  1. the principal lease amount, which is equal to the total consideration paid for the Leased Assets under each Purchase Agreement, and in any event, will not be more than RMB350 million in aggregate (equivalent to approximately HK$406 million) under all Finance Lease Agreements; and

  2. an interest, which is set at 310BP over the one to five year benchmark loan interest rate by the People's Bank of China. Based on the current interest rate of the People's Bank of China, the total interest to be received by the Lessor under all Finance Lease Agreements will be approximately RMB70 million (equivalent to approximately HK$81 million).

Ownership of the Leased Assets

The legal title of the Leased Assets shall vest in the Lessor throughout the lease period.

Buyback Upon expiry of the lease period and subject to the settlement of all rental payment, interest, and amounts due to the Lessor, the Lessor will sell and the Lessee will purchase the Leased Assets at an agreed nominal consideration of RMB100 (equivalent to approximately HK$116), which shall be paid together with the final installment of the lease payment to the Lessor. Securities and guarantees

Obligations of the Lessee under the Credit Framework Agreement and the Agreements are secured and guaranteed by the Security Documents.

The terms of the Agreements, including the purchase price for the Leased Assets, principal lease amount and interest rate were determined after arm's length negotiations between the Lessor and the Lessee with reference to the prevailing market rates for the similar finance leasing arrangement.

REASONS AND BENEFITS FOR ENTERING INTO THE CREDIT FRAMEWORK AGREEMENT AND AGREEMENTS

Taking advantage of the rapid growth in the PRC's finance leasing industry and the gradual cultivation of natural gas as one of the main source for the modern clear energy system by the PRC government, the Lessor has actively pursued investment opportunities by collaborating with companies focusing on the production and sale of LNG in the natural gas industry, the development of which is encouraged by the PRC government and which is also benefiting to environmental protection while aligning with the direction of the state's energy structural finetune, such as the Lessee. The board believes, by entering into of the Agreements, the Company will be able to capture investment opportunities in the natural gas industry and potential investment returns in the transactions contemplated under the Credit Framework Agreement and generate stable income for the Group.

Having considered the above, the Directors are of the view that the transactions contemplated under the Credit Framework Agreement are entered into on normal commercial terms and the terms set out in the Credit Framework Agreement are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole.

INFORMATION OF THE PARTIES

The Lessor and the Group

The Lessor is a company incorporated in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company. The Lessor is principally engaged in the provision of finance leasing business in the PRC.

The Group is principally engaged in the (i) direct investments; (ii) financial services and others; and (iii) foundation and substructure construction services.

The Lessee

The Lessee is a company incorporated in the PRC with limited liability and is principally engaged in production and sale of LNG.

To the best of the Directors' knowledge, information and belief having made all reasonable inquiry, the Lessee and its ultimate beneficial owner(s) are Independent Third Parties.

Huarong Investment Stock Corporation Ltd. published this content on 17 August 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 17 August 2017 15:06:03 UTC.

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