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: 30)
DISCLOSEABLE TRANSACTION -
PROVISION OF FINANCIAL ASSISTANCE
IN RELATION TO RENEWAL OF LOAN
The Board wishes to announce that on 26 November 2019, the Lender (a wholly-owned subsidiary of the Company) and the Borrower entered into the Fourth Loan Renewal Agreement, pursuant to which the Lender agreed to renew the Loans in the aggregate principal amount of HK$20 million to be repayable on 26 November 2020.
As the percentage ratios under Rule 14.07 of the Listing Rules in respect of the monetary advantage together with the value of the financial assistance pursuant to the renewal of the Loans under the Fourth Loan Renewal Agreement (under the assets and consideration ratios) and the interest income for the Loans during the period so renewed (under the revenue and profits ratios), when aggregated with the monetary advantage or interest income derived under the Loans prior to such renewal, are more than 5% but less than 25%, the renewal of the Loans under the Fourth Loan Renewal Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.
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The Board wishes to announce that on 26 November 2019, the Lender (a wholly-owned subsidiary of the Company) and the Borrower entered into the Fourth Loan Renewal Agreement, pursuant to which the Lender agreed to renew the Loan in the aggregate principal amount of HK$20 million to be repayable on 26 November 2020.
THE LOAN AGREEMENTS AND THE LOAN RENEWAL AGREEMENTS
The Loans were granted under two loan agreements dated 25 July 2017 and 2 August 2017, respectively. The principal terms of the Loan Agreements and the Loan Renewal Agreements are as follows:
First Loan Agreement | |
Date: | 25 July 2017 |
Lender: | Ban Loong Finance Company |
Limited | |
Borrower: | Yin Fu International |
Investment Limited | |
Loan principal: | HK$10 million |
Interest rate: | 19.2% per annum |
Collateral: | Share charge was provided as |
collateral during the Fourth | |
Loan Renewal of the loan |
Second Loan Agreement
2 August 2017
Ban Loong Finance Company Limited
Yin Fu International
Investment Limited
HK$10 million
19.2% per annum
Share charge was provided as collateral during the Fourth Loan Renewal of the loan
Loan period: | Initially, three months |
Drawdown: | 27 July 2017 |
Repayment date: | Initially, 26 October 2017 |
First renewal: | Renewed for one month until |
26 November 2017 under the | |
same terms and conditions | |
(including interest rate) | |
pursuant to the First Loan | |
Renewal Agreements |
Initially, three months
4 August 2017
Initially, 3 November 2017
Renewed for one month until 3 December 2017 under the same terms and conditions (including interest rate) pursuant to the First Loan Renewal Agreements
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First Loan Agreement | Second Loan Agreement | |
Second renewal: | Renewed for twelve months | Renewed for twelve months |
until 26 November 2018 | less one week until | |
under the same terms and | 26 November 2018 under the | |
conditions (including interest | same terms and conditions | |
rate) pursuant to the Second | (including interest rate) | |
Loan Renewal Agreement | pursuant to the Second Loan | |
Renewal Agreement |
Third renewal: | Renewed for twelve months |
until 26 November 2019 | |
under the same terms and | |
conditions (including interest | |
rate) pursuant to the Third | |
Loan Renewal Agreement |
Renewed for twelve months until 26 November 2019 under the same terms and conditions (including interest rate) pursuant to the Third Loan Renewal Agreement
Fourth renewal: | Renewed for twelve months |
until 26 November 2020 | |
under the same terms and | |
conditions (including interest | |
rate) pursuant to the Fourth | |
Loan Renewal Agreement |
INFORMATION ON THE BORROWER
Renewed for twelve months until 26 November 2020 under the same terms and conditions (including interest rate) pursuant to the Fourth Loan Renewal Agreement
The Borrower is a company incorporated in the British Virgin Islands with limited liability which is engaged in trading of tea, clothing and electronic products. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiry, each of the Borrower and its ultimate beneficial owner(s) is a third party independent of the Company and its connected persons (as defined under the Listing Rules).
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REASONS FOR AND BENEFITS OF THE ENTERING INTO THE FOURTH LOAN
RENEWAL AGREEMENT
The principal activity of the Company is investment holding. Its subsidiaries are principally engaged in money lending and trading of goods and commodities. The Lender is a company incorporated in Hong Kong with limited liability, a wholly-owned subsidiary of the Company and a licensed money lender in Hong Kong registered under Money Lenders Ordinance, Chapter 163 of the Laws of Hong Kong. The granting of the Loans to the Borrower pursuant to the Loan Agreements and the renewal of the Loans under the Fourth Loan Renewal Agreement are in the ordinary course of business of the Group. The Lender has financed the Loans with the Group's internal cash resources.
The Directors are of the view that the credit assessment procedures for renewing the Loan with the Borrower would be simpler, quicker and more cost-effective as compared to the granting of a new loan to a new customer, since the Lender already has the benefit of the background understanding, established customer relationship and signed legal documentation with the Borrower.
The terms of the Loan Agreements (including the interest rate and the term of loan) and the Loan Renewal Agreements were negotiated on an arm's length basis between the Lender and the Borrower and were on normal commercial terms based on the Company's credit policy. Taking into account the results of the Company's due diligence on the financial background and repayment ability of the Borrower and the stable interest income expected to be generated from the Loans and its renewals, the Directors consider that the terms of the Loan Agreements (including the interest rate and term of loan) and the Loan Renewal Agreements are fair and reasonable and the entering into of the Loan Agreements and the Loan Renewal Agreements is in the interests of the Company and its shareholders as a whole.
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LISTING RULES IMPLICATIONS
As the percentage ratios under Rule 14.07 of the Listing Rules in respect of the monetary advantage together with the value of the financial assistance pursuant to the renewal of the Loans under the Fourth Loan Renewal Agreement (under the assets and consideration ratios) and the interest income for the Loans during the period so renewed (under the revenue and profits ratios), when aggregated with the monetary advantage or interest income derived under the Loans prior to such renewal, are more than 5% but less than 25%, the renewal of the Loans under the Fourth Loan Renewal Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.
DEFINITIONS
In this announcement, the following expressions have the following meanings:
"Board" | the board of Directors |
"Borrower" | Yin Fu International Investment Limited, a company |
incorporated in the British Virgin Islands with limited | |
liability | |
"Company" | Ban Loong Holdings Limited, a company incorporated in |
Bermuda with limited liability and the shares of which are | |
listed on the Main Board of the Stock Exchange with stock | |
code: 30 | |
"connected person(s)" | having the meaning ascribed hereto under the Listing Rules |
"Director(s)" | the director(s) of the Company |
"First Loan" | the loan in the principal amount of HK$10 million granted |
by the Lender to the Borrower pursuant to the loan | |
agreement dated 25 July 2017 | |
"First Loan Renewal | two loan renewal agreements both dated 25 October 2017 |
Agreements" | entered into between the Lender and the Borrower in respect |
of (i) the renewal of the First Loan to be repayable on 26 | |
November 2017 and (ii) the renewal of the Second Loan to | |
be repayable on 3 December 2017, respectively |
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"Fourth Loan Renewal | the loan renewal agreement dated 26 November 2019 |
Agreement" | entered into between the Lender and the Borrower in respect |
of the renewal of the Loans to be repayable on 26 November | |
2020 | |
"Group" | the Company and its subsidiaries |
"HK$" | 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" | Ban Loong Finance Company Limited, a company |
incorporated in Hong Kong with limited liability and a | |
wholly-owned subsidiary of the Company | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"Loans" | the First Loan and the Second Loan |
"Loan Agreements" | two loan agreements dated 25 July 2017 and 2 August 2017 |
entered into between the Lender and the Borrower in respect | |
of the Loans | |
"Loan Renewal Agreements" | collectively, the First Loan Renewal Agreements, the |
Second Loan Renewal Agreement, the Third Loan Renewal | |
Agreement and the Fourth Loan Renewal Agreement | |
"Second Loan" | the loan with the principal amount of HK$10 million |
granted by the Lender to the Borrower pursuant to the loan | |
agreement dated 4 August 2017 | |
"Second Loan Renewal | the loan renewal agreement dated 16 November 2017 |
Agreement" | entered into between the Lender and the Borrower in respect |
of the renewal of the Loans to be repayable on 26 November | |
2018 |
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"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Third Loan Renewal | the loan renewal agreement dated 16 November 2018 |
Agreement" | entered into between the Lender and the Borrower in respect |
of the renewal of the Loans to be repayable on 26 November | |
2019 | |
By order of the Board | |
Ban Loong Holdings Limited | |
Chow Wang | |
Deputy Chairman & Chief Executive Officer |
Hong Kong, 26 November 2019
As at the date of this announcement, the Board of the Company comprises:
Executive Directors:
Mr. Wang Minghui (Chairman)
Mr. Chow Wang (Deputy Chairman & Chief Executive Officer)
Mr. Yin Pinyao
Mr. Chu Ka Wa (Chief Financial Officer)
Mr. Wang Zhaoqing (Chief Operating Officer)
Non-executive Director:
Mr. Fong For
Independent Non-executive Directors:
Mr. Jiang Zhi
Mr. Leung Ka Kui, Johnny
Ms. Wong Chui San, Susan
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Disclaimer
Ban Loong Holdings Ltd. published this content on 26 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 November 2019 10:47:04 UTC