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 THE RENEWAL OF LOANS

The Board wishes to announce that on 5 February 2020, the Lender (a wholly-owned subsidiary of the Company) and the Borrower entered into the Fifth Renewal Agreement, pursuant to which the Lender agreed to renew the Loans in the aggregate principal amount of HK$17.5 million to be repayable on 5 February 2021.

As the percentage ratios under Rule 14.07 of the Listing Rules in respect of the principal amount and annual interest income under the Loans are more than 5% but less than 25%, the renewal of the Loans under the Fifth 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.

- 1 -

The Board wishes to announce that on 5 February 2020, the Lender (a wholly-owned subsidiary of the Company) and the Borrower entered into the Fifth Renewal Agreement, pursuant to which the Lender agreed to renew the Loans in the aggregate principal amount of HK$17.5 million to be repayable on 5 February 2021.

THE LOAN AGREEMENTS AND THE RENEWAL AGREEMENTS

The Loans were granted under three Loan Agreements dated 7 February 2018, 2 March 2018 and 9 July 2018, respectively. The principal terms of the Loan Agreements and the Renewal Agreements are as follows:

Loan A Agreement

Loan B Agreement

Loan C Agreement

Date:

7 February 2018

2 March 2018

9 July 2018

Lender:

Ban Loong Finance

Ban Loong Finance

Ban Loong Finance

Company Limited

Company Limited

Company Limited

Borrower:

Hong Kong

Hong Kong

Hong Kong

Y&S Limited

Y&S Limited

Y&S Limited

Loan principal:

HK$6 million

HK$3 million

HK$8.5 million

Interest rate:

18.0% per annum

18.0% per annum

18.0% per annum

Collateral:

Personal guarantee

Personal guarantee

Personal guarantee

was provided by the

was provided by the

was provided by the

sole director of the

sole director of the

sole director of the

Borrower, and share

Borrower, and share

Borrower, and share

charge was provided

charge was provided

charge was provided

as collateral

as collateral

as collateral

Loan period:

Initially,

Initially, six months

Initially, six months

twelve months

Drawdown:

9 February 2018

6 March 2018

11 July 2018

Repayment date:

Initially,

Initially,

Initially,

8 February 2019

5 September 2018

10 January 2019

- 2 -

Loan A Agreement

Loan B Agreement

Loan C Agreement

First renewal:

N/A

Pursuant to the First

N/A

Renewal Agreement

dated 6 August 2018,

Loan B was renewed

for four months until

5 January 2019 under

the same terms and

conditions

Second renewal:

N/A

Pursuant to the

N/A

Second Renewal

Agreement dated 4

January 2019, Loan

B was renewed for

one month until

5 February 2019

under the same terms

and conditions

Third renewal:

N/A

N/A

Pursuant to the Third

Renewal Agreement

dated 5 January

2019, Loan C was

renewed for 26 days

until 5 February

2019 under the same

terms and conditions

Fourth renewal:

Pursuant to the

Fourth Renewal

Agreement dated 29

January 2019, Loan

A was renewed for

eleven months and 28

days until 5 February

2020 under the same

terms and conditions

Pursuant to the Fourth Renewal Agreement dated 29 January 2019, Loan B was renewed for twelve months until 5 February 2020 under the same terms and conditions

Pursuant to the Fourth Renewal Agreement dated 29 January 2019, Loan C was renewed for twelve months until 5 February 2020 under the same terms and conditions

- 3 -

Loan A Agreement

Fifth renewal:

Pursuant to the Fifth

Renewal Agreement

dated 5 February

2020, Loan A is

renewed for twelve

months until 5

February 2021 under

the same terms and

conditions

INFORMATION ON THE BORROWER

Loan B Agreement

Pursuant to the Fifth Renewal Agreement dated 5 February 2020, Loan B is renewed for twelve months until 5 February 2021 under the same terms and conditions

Loan C Agreement

Pursuant to the Fifth Renewal Agreement dated 5 February 2020, Loan C is renewed for twelve months until 5 February 2021 under the same terms and conditions

The Borrower is company incorporated in Hong Kong with limited liability, which is engaged in the trading of clothing and seafood. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiry, the entire issued share capital of the Borrower is beneficially owned by Ms. Huang Fengjiao, a merchant and a third party independent of the Company and its connected persons.

REASONS FOR AND BENEFITS OF THE ENTERING INTO THE FIFTH 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 Fifth 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 Loans 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 documentations with the Borrower.

- 4 -

The terms of the Loan Agreements (including the interest rate and the term of loan) and the 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, the stable interest income expected to be generated from the Loans and their renewals and the satisfactory payment records of the Borrower in the past, the Directors consider that the terms of the Loan Agreements (including the interest rate and term of loan) and the Renewal Agreements are fair and reasonable and the entering into of the Loan Agreements and the Renewal Agreements is in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As the percentage ratios under Rule 14.07 of the Listing Rules in respect of the principal amount and annual interest income under the Loans are more than 5% but less than 25%, the renewal of the Loans under the Fifth 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"

Hong Kong Y&S Limited, a company incorporated in Hong

Kong 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 Renewal Agreement"

the loan renewal agreement dated 6 August 2018 entered

into between the Lender and the Borrower in respect of the

renewal of Loan B to be repayable on 5 January 2019

- 5 -

"Fifth Renewal Agreement"

the loan renewal agreement dated 4 February 2020 entered

into between the Lender and the Borrower in respect of the

renewal of the Loans to be repayable on 5 February 2021

"Fourth Renewal Agreement"

the loan renewal agreement dated 29 January 2019 entered

into between the Lender and the Borrower in respect of the

renewal of the Loans to be repayable on 5 February 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"

collectively, Loan A, Loan B and Loan C

"Loan A"

the loan with the principal amount of HK$6 million granted

by the Lender to the Borrower pursuant to Loan A

Agreement

"Loan A Agreement"

the loan agreement dated 7 February 2018 entered into

between the Lender and the Borrower in respect of Loan A

"Loan Agreements"

collectively, Loan A Agreement, Loan B Agreement and

Loan C Agreement

"Loan B"

the loan with the principal amount of HK$3 million granted

by the Lender to the Borrower pursuant to Loan B

Agreement

"Loan B Agreement"

the loan agreement dated 2 March 2018 entered into

between the Lender and the Borrower in respect of Loan B

- 6 -

"Loan C"

the loan with the principal amount of HK$8.5 million

granted by the Lender to the Borrower pursuant to Loan C

Agreement

"Loan C Agreement"

the loan agreement dated 9 July 2018 entered into between

the Lender and the Borrower in respect of Loan C

"Renewal Agreements"

collectively, the First Renewal Agreement, the Second

Renewal Agreement, the Third Renewal Agreement, the

Fourth Renewal Agreement and the Fifth Renewal

Agreement

"Second Renewal

the loan renewal agreement dated 4 January 2019 entered

Agreement"

into between the Lender and the Borrower in respect of the

renewal of Loan B to be repayable on 5 February 2019

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Third Renewal Agreement"

the loan renewal agreement dated 5 January 2019 entered

into between the Lender and the Borrower in respect of the

renewal of Loan C to be repayable on 5 February 2019

By order of the Board

Ban Loong Holdings Limited

Chow Wang

Deputy Chairman & Chief Executive Officer

Hong Kong, 5 February 2020

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

- 7 -

Attachments

  • Original document
  • Permalink

Disclaimer

Ban Loong Holdings Ltd. published this content on 05 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 February 2020 09:00:06 UTC