China Tonghai International Financial : DISCLOSEABLE TRANSACTION FOURTH SUPPLEMENTAL AGREEMENT IN RELATION TO EXTENSION OF LOAN

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 Bermuda with limited liability)

(Stock Code: 952)

DISCLOSEABLE TRANSACTION

FOURTH SUPPLEMENTAL AGREEMENT IN RELATION

TO EXTENSION OF LOAN

FOURTH SUPPLEMENTAL AGREEMENT

On 16 April 2021, the Lender and the Borrower entered into the Fourth Supplemental Agreement, pursuant to which, the repayment date of the Loan is further extended to 31 March 2022 with the interest rate remaining at 9.75% per annum on the Loan from 1 April 2021 and up to and including 31 March 2022. Accrued interest on the Loan will be payable semi-annually on 30 September 2021 and 31 March 2022 respectively. All of the accrued interest on the Loan up to 31 March 2021 was paid prior to the entering of the Fourth Supplemental Agreement. Save as aforesaid, all other terms of the Loan Facility Agreement (as amended and supplemented by the Supplemental Agreements) shall remain in full force and effect.

LISTING RULES IMPLICATIONS

The relevant percentage ratios under the Listing Rules in respect of the Extension of the Loan under the Fourth Supplemental Agreement exceeds 5% but less than 25%, therefore, the Extension of the Loan constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements but exempted from the shareholders' approval requirement thereunder.

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INTRODUCTION

Reference is made to the announcements of the Company dated 17 April 2020 and 7 April 2021, the circular dated 26 May 2020 in relation to, among others the entering into the Third Supplemental Agreement I (as defined therein) in relation to the Extension of the Loan I (as defined therein) and the poll results announcement of the special general meeting of the Company dated 26 June 2020.

THE FOURTH SUPPLEMENTAL AGREEMENT IN RELATION TO EXTENSION OF THE LOAN

Background

On 27 December 2018, the Lender entered into the Loan Facility Agreement with the Borrower, pursuant to which the Lender agreed to provide the Borrower the Loan in two tranches in an aggregate amount of HK$194 million with both tranches to be repaid on 26 March 2019, being the date falling three months following the date of utilisation of the said first tranche. The Group financed the Loan by its internal resources.

On 9 April 2019, the parties entered into the First Supplemental Agreement to extend the repayment date of the Loan to 30 June 2019 with interest rate remaining at 9.5% per annum on the Loan from 27 March 2019 and up to and including 30 June 2019. Save as aforesaid, all other terms of the Loan Facility Agreement remained in full force and effect.

On 31 December 2019, the parties entered into the Second Supplemental Agreement to extend the repayment date of the Loan to 31 March 2020 with interest rate remaining at 9.5% per annum on the Loan from 1 July 2019 and up to and including 31 March 2020. Save as aforesaid, all other terms of the Loan Facility Agreement (as amended and supplemented by the First Supplemental Agreement) remained in full force and effect.

On 17 April 2020, the parties entered into the Third Supplemental Agreement to extend the repayment date of the Loan to 31 March 2021 and to increase the interest rate of the Loan from 9.5% per annum to 9.75% per annum for the period from 1 April 2020 and up to and including 31 March 2021. Save as aforesaid, all other terms of the Loan Facility Agreement (as amended and supplemented by the First Supplemental Agreement and the Second Supplemental Agreement) remained in full force and effect.

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The Fourth Supplemental Agreement

On 16 April 2021, the Lender and the Borrower entered into the Fourth Supplemental Agreement, pursuant to which, the repayment date of the Loan is further extended to 31 March 2022 with the interest rate remaining at 9.75% per annum on the Loan from 1 April 2021 and up to and including 31 March 2022. Accrued interest on the Loan will be payable semi-annually on 30 September 2021 and 31 March 2022 respectively. All of the accrued interest on the Loan up to 31 March 2021 was paid prior to the entering of the Fourth Supplemental Agreement. Save as aforesaid, all other terms of the Loan Facility Agreement (as amended and supplemented by the Supplemental Agreements) shall remain in full force and effect.

Pursuant to the Loan Facility Agreement as supplemented by the Supplemental Agreements and the Fourth Supplemental Agreement, an event of default shall occur if the Borrower fails to meet its repayment obligation in relation to the Loan when it falls due. Default interest rate of 12% per annum shall apply from the date the Borrower fails to discharge its repayment obligation.

The Personal Guarantor has acknowledged and confirmed the personal guarantee in favour of the Lender will remain as the continuing security for the due performance of the obligations of the Borrower under the Loan Facility Agreement (as amended and supplemented by the Supplemental Agreements and the Fourth Supplemental Agreement).

REASONS FOR AND BENEFITS OF THE EXTENSION OF THE LOAN

The Extension of the Loan is in the ordinary course of business of the Lender. The terms of the Fourth Supplemental Agreement are negotiated on an arm's length basis between the Lender and the Borrower and are on normal commercial terms determined with reference to the commercial practice and the terms of conducting money lending business in Hong Kong. Taking into consideration of (i) the interest income to be received by the Group, (ii) the intention of maintaining a long term business relationship with the Borrower and (iii) the credit assessment of the background of the Borrower and the Personal Guarantor, the Directors consider that the terms of the Fourth Supplemental Agreement are fair and reasonable and the entering into the Fourth Supplemental Agreement is in the best interest of the Company and the shareholders of the Company as a whole.

INFORMATION ON THE BORROWER AND PERSONAL GUARANTOR

The Borrower is Oceanic Vanguard Investments Limited, a company incorporated in the Samoa with limited liability. Its principal business is investment holding. The Personal Guarantor is Mr. WONG Pui Hoi, a director, the sole shareholder and the ultimate beneficial owner of the Borrower. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, the Borrower and its ultimate beneficial owner are Independent Third Parties.

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INFORMATION ON THE GROUP AND THE LENDER

The Group is principally engaged in (i) corporate finance advisory and general advisory services; (ii) fund management, discretionary portfolio management and portfolio management advisory services; (iii) discretionary and non-discretionary dealing services for securities, futures and options, securities placing and underwriting services, margin financing, insurance broking and wealth management services; (iv) money lending services; (v) financial media services; and (vi) investing and trading of various investment products.

The Lender is an indirect wholly-owned subsidiary of the Company incorporated in Hong Kong with limited liability. It is a registered money lender holding a valid money lenders licence under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) and is principally engaged in the business of money lending services.

LISTING RULES IMPLICATIONS

The relevant percentage ratios under the Listing Rules in respect of the Extension of the Loan under the Fourth Supplemental Agreement exceeds 5% but less than 25%, therefore, the Extension of the Loan constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements but exempted from the shareholders' approval requirement thereunder.

DEFINITIONS

Unless the content otherwise requires, capitalized terms used in this announcement shall have the following meanings:

''Board''	the board of Directors
''Borrower''	Oceanic Vanguard Investments Limited, a company
	incorporated in the Samoa with limited liability, being the
	borrower of the Loan
''Company''	China Tonghai International Financial Limited, a company
	incorporated in Bermuda with limited liability, the shares of
	which are listed on the Stock Exchange (Stock code: 952)
''Directors''	the directors of the Company
''Extension of the	the extension of the Loan under the Fourth Supplemental
Loan''	Agreement

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''First Supplemental	the supplemental agreement dated 9 April 2019 entered into
Agreement''	between the Lender and the Borrower to supplement the Loan
	Facility Agreement, details of which are set out in the
	announcement of the Company dated 9 April 2019
''Fourth	the supplemental agreement dated 16 April 2021 entered into
Supplemental	between the Lender and the Borrower to supplement the Loan
Agreement''	Facility Agreement (as amended and supplemented by the
	Supplemental Agreements)
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollar(s), the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the People's
	Republic of China
''Independent Third	persons or companies who/which are not connected with (within
Parties''	the meaning of the Listing Rules) and are independent of the
	directors, chief executives and substantial shareholders of the
	Group or any of their respective associates
''Lender''	China Tonghai Finance Limited, an indirect wholly-owned
	subsidiary of the Company incorporated in Hong Kong with
	limited liability and a registered money lender holding a valid
	money lenders licence under the Money Lenders Ordinance
	(Chapter 163 of the Laws of Hong Kong) and is principally
	engaged in the business of money lending services
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Loan Facility	the loan facility agreement dated 27 December 2018 entered into
Agreement''	between the Lender and the Borrower in respect of the Loan,
	details of which are set out in the announcement of the Company
	dated 27 December 2018
''Loan''	the short term loan with principal amount of HK$194 million
	granted by the Lender to the Borrower pursuant to the Loan
	Facility Agreement (as amended and supplemented by the
	Supplemental Agreements)
''Personal	Mr. WONG Pui Hoi, a director, the sole shareholder and the
Guarantor''	ultimate beneficial owner of the Borrower

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''Second	the supplemental agreement dated 31 December 2019 entered
Supplemental	into between the Lender and the Borrower to supplement the
Agreement''	Loan Facility Agreement (as amended and supplemented by the
	First Supplemental Agreement), details of which are set out in
	the announcement of the Company dated 31 December 2019
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Supplemental	the First Supplemental Agreement, the Second Supplemental
Agreements''	Agreement and the Third Supplemental Agreement
''Third Supplemental	the supplemental agreement dated 17 April 2020 entered into
Agreement''	between the Lender and the Borrower to supplement the Loan
	Facility Agreement (as amended and supplemented by the First
	Supplemental Agreement and the Second Supplemental
	Agreement), details of which are set out in the announcement
	of the Company dated 17 April 2020 and the circular of the
	Company dated 26 May 2020
	On behalf of the Board
	China Tonghai International Financial Limited
	HAN Xiaosheng
	Chairman

Hong Kong, 16 April 2021

As at the date of this announcement, the Board of the Company comprises:

Executive Directors:	Independent Non-executive Directors:
Mr. HAN Xiaosheng (Chairman)	Mr. Roy LO Wa Kei
Mr. FANG Zhou (Deputy Chairman)	Mr. KONG Aiguo
Mr. ZHANG Xifang	Mr. LIU Jipeng
Mr. LIU Hongwei	Mr. HE Xuehui
Mr. Kenneth LAM Kin Hing	Mr. HUANG Yajun
Non-executive Directors:
Mr. LIU Bing
Mr. ZHAO Yingwei
Mr. ZHAO Xiaoxia

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