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 TRANSACTION IN RELATION TO
INVESTMENT IN THE SUB-FUND
On 2 December 2019, the Subsidiary entered into the Subscription Agreement pursuant to which the Subsidiary applied to subscribe for the Class MS-A Shares of the Sub-Fund for an aggregate amount of HK$780 million on the terms and conditions of the Private Placing Memorandum.
As the highest applicable percentage ratio in relation to the Subscription is less than 25% but more than 5%, the Subscription constitutes a discloseable transaction for the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
INVESTMENT IN THE SUB-FUND
On 2 December 2019, the Subsidiary entered into the Subscription Agreement pursuant to which the Subsidiary applied to subscribe for the Class MS-A Shares of the Sub-Fund for an aggregate amount of HK$780 million on the terms and conditions of the Private Placing Memorandum. If neither the Fund Company nor the Manager exercises its discretion to reject the Subsidiary's application in relation to the Subscription, in whole or in part, the Subsidiary shall pay the price for the Subscription by electric transfer within the time specified in the Subscription Agreement.
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PRINCIPAL TERMS OF THE SUB-FUND
The principal terms of the Sub-Fund under the Private Placing Memorandum are summarised as follows:
Name of | : | Multi-Strategy Growth and Income Fund SP | |
the Sub-Fund | |||
Target size of | : | HK$780 million. | |
the Sub-Fund | |||
Class of Participating | : The Sub-Fund has one class of Participating Shares, namely | ||
Shares of | Class MS-A Shares. | ||
the Sub-Fund | |||
Investment objective | : The | investment objective of the Sub-Fund is to achieve | |
and restriction of | stable and competitive total return by investing in a wide | ||
the Sub-Fund | range of instruments including, but not limited to, listed | ||
and unlisted equities, preferred stocks, convertible securities, | |||
fixed income securities, certificates of deposit, deposits, | |||
commercial papers and other money market instruments, | |||
equity-related instruments, debt securities, exchange-traded | |||
funds, and obligations (which may be below investment | |||
grade), pooled investment vehicles, currencies, commodities, | |||
futures, options, warrants, swaps and other derivative | |||
instruments in global markets. | |||
Upon the expiry of a 6-month period after the date on which | |||
the first Class MS-A Share is issued and subject to certain | |||
conditions, the following investment restrictions shall apply: | |||
(i) | the Sub-Fund shall invest at least 50% of its latest | ||
available net asset value in public and private fixed | |||
income securities issued by entities established or | |||
conducting business mainly in the Greater China | |||
Region; and | |||
(ii) | the Sub-Fund shall invest not more than 25% of its | ||
latest available net asset value in listed equities; and |
(iii) the Sub-Fund shall invest not more than 25% of its
latest available net asset value in unlisted equities.
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Lock-up period | : No Class MS-A Shares shall be redeemed within five years |
after the initial closing date from the issuance date of such | |
shares unless otherwise determined by the directors of the | |
Fund Company. | |
Redemption | : Subject to the lock-up period or unless otherwise determined |
by the directors of the Fund Company, any holder of the | |
Class MS-A Shares shall have the right to request the | |
Fund Company to redeem its Class MS-A Shares by giving | |
a redemption request to the administrator of the Fund | |
Company within the time and date specified in the Private | |
Placing Memorandum. The redemption price of the Class | |
MS-A Shares shall be the net asset value per share of such | |
Class MS-A Shares (less payment of any fiscal charges, fees | |
or reserves as applicable including but not limited to any | |
accrued performance fee and management fee with respect | |
to such redeemed Class MS-A Shares) as at the valuation | |
point of the relevant Redemption Day. | |
Dividend | : The directors of the Fund Company may declare a dividend |
if they consider appropriate to do so and if no dividend | |
is distributed, then the earnings of the Sub-Fund will be | |
reinvested. | |
Transfer of | : Unless approved by the directors of the Fund Company in |
Participating Shares | writing and subject to applicable laws, no holder of the Class |
MS-A Shares may transfer, create any encumbrance over or | |
otherwise dispose of any of such shares. | |
Fees, charges and | : The expenses incurred in connection with the formation of |
expenses | the Sub-Fund are estimated at US$100,000 and will be borne |
by the Sub-Fund. The Sub-Fund will also be responsible for | |
the management fees and performance fees (both of which | |
shall be calculated in accordance with the respective formula | |
specified in the Private Placing Memorandum) payable to | |
the Manager. |
INFORMATION OF THE GROUP
The Subsidiary is incorporated under the laws of the British Virgin Islands with limited liability and its principal activity 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
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out by the Company's licensed subsidiaries include dealing in securities and futures and advising on securities and futures contracts, providing securities margin financing, advising on corporate finance and providing asset management services.
INFORMATION OF THE FUND COMPANY AND THE MANAGER
The Fund Company is an exempted company incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands on 10 October 2018. As a segregated portfolio company, the Fund Company is permitted to create one or more segregated portfolios in order to segregate the assets and liabilities of the Fund Company held in respect of one segregated portfolio from the assets and liabilities of the Fund Company held in respect of any other segregated portfolio and/or the general assets and liabilities of the Fund Company. The Sub-Fund is a open-ended segregated portfolio of the Fund Company. The Fund Company is principally engaged in the business of investment.
The Fund Company has appointed the Manager, who is responsible for provision of fund investment and management services to the Fund Company as well as one or more of the segregated portfolios of the Fund Company. The Manager is a limited company incorporated in Hong Kong and is principally engaged in fund management and advisory investment services for professional investors such as corporations, institutions and individual investors. The Manager is licensed with the SFC to conduct type 4 (advising on securities) and type 9 (asset management) regulated activities.
To the best of the Directors' knowledge, information and belief having made all reasonable enquires, the Fund Company, the Manager and their respective ultimate beneficial owner(s) are third parties independent of the Company and connected persons of the Company.
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION
The Group has endeavoured in exploring opportunities in achieving better return for its Shareholders. The Subscription enables the Group to issue to investors fund shares linked notes with Class MS-A Shares forming the portfolio of such notes and the proceeds raised from the notes issue will be used to fund the Subscription. The Group will earn an annual commission for the notes issue, which will generate stable income for the Group.
The amount for the Subscription was determined by the Directors taking into account various factors including the investment objective and potential of the Sub-Fund, the terms and conditions of the notes and the commission to be generated by the Group from the issue of the notes and the financial position of the Group.
Having considered the above, the Directors believe that the terms of the Subscription are fair and reasonable and are in the interests of the Company and its Shareholders as a whole.
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LISTING RULES IMPLICATIONS
As the highest applicable percentage ratio in relation to the Subscription is less than 25% but more than 5%, the Subscription constitutes a discloseable transaction for the Company and is subject to the 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:
"Board" | the board of Directors |
"Class MS-A Shares" | Participating Shares designated as Class MS-A Shares |
"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 |
"Director(s)" | the director(s) of the Company |
"Fund Company" | Oakwise Value Fund SPC, an exempted company with limited |
liability incorporated in the Cayman Islands and registered as | |
a segregated portfolio company under the laws of the Cayman | |
Islands | |
"Greater China Area" | the People's Republic of China, Hong Kong and the Macau |
Special Administrative Region of the People's Republic of China | |
and Taiwan | |
"Group" | the Company and its subsidiaries |
"Hong Kong" | the Hong Kong Special Administrative Region of the People's |
Republic of China | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"Manager" | Oakwise Capital Management Limited (瑞橡資本管理有限公司), |
a limited company with limited liability incorporated in Hong | |
Kong |
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"Participating Shares" | the non-voting redeemable participating shares in the Sub-Fund |
"percentage ratios" | has the same meaning as ascribed to it under the Listing Rules |
"Private Placing | the private placing memorandum issued by the Fund Company of |
Memorandum" | March 2019 in relation to the private placing of its participating |
shares (as amended and restated in November 2019) and the | |
supplement containing specific information in respect of the | |
Sub-Fund issued supplementary thereto | |
"Redemption Day" | the first business day of January and July of each calendar year |
or such other day or days as the Manager may determine in its | |
absolute discretion | |
"SFC" | the Securities and Futures Commission of Hong Kong |
"Shareholder(s)" | holder(s) of the ordinary shares of the Company |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Sub-Fund" | Multi-Strategy Growth and Income Fund SP |
"Subscription" | the subscription by the Subsidiary of Class MS-A Shares for an |
aggregate amount of HK$780 million | |
"Subscription | the subscription agreement dated 2 December 2019 entered into |
Agreement" | by the Subsidiary in relation to the Subscription |
"Subsidiary" | BOCOM International Opportunity Investment Limited, an |
indirect wholly-owned subsidiary of the Company | |
"US$" | the lawful currency of United States of America |
"%" | per cent. |
By Order of the Board | |
BOCOM International Holdings Company Limited | |
YI Li | |
Joint Company Secretary |
Hong Kong, 2 December 2019
As at the date of this announcement, the Board comprises Mr. TAN Yueheng and Mr. CHENG Chuange as Executive Directors; Mr. WANG Yijun, Ms. LIN Zhihong and Mr. SHOU Fugang as Non-executive Directors; Mr. TSE Yung Hoi, Mr. MA Ning and Mr. LIN Zhijun as Independent Non-executive Directors.
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