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
SUBSCRIPTION OF BONDS
SUBSCRIPTION
On 9 December 2019, the Company received confirmation that the Bonds in the principal amount of US$20,000,000 was allocated to the order placed by the Company. The Subscription is part of an offering of the Bonds in the aggregate principal amount of US$100,000,000 to be issued by the Issuer.
LISTING RULES IMPLICATIONS
The Subscription constitutes financial assistance under Rule 14.04(1)(e) of the Listing Rules. 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.
SUBSCRIPTION
On 9 December 2019, the Company received confirmation that the Bonds in the principal amount of US$20,000,000 was allocated to the order placed by the Company. The Subscription is part of an offering of the Bonds in the aggregate principal amount of US$100,000,000 to be issued by the Issuer. Internal resources of the Group will be used to fund the Subscription.
- 1 -
PRINCIPAL TERMS OF THE SUBSCRIPTION AND THE BONDS
The principal terms of the Subscription and the Bonds are set out as follows:
Issuer | : | Guofa Overseas Investment Company Limited, a company |
incorporated in the British Virgin Islands with limited liability | ||
Issue price | : 100% of the principal amount of the Bonds | |
Issue date | : | 10 December 2019 |
Total issue size | : | US$100,000,000 |
Principal amount of | : | US$20,000,000 |
Subscription | ||
Interest rate and payment | : | The Bonds will bear interest on their outstanding principal |
amount from and including 10 December 2019 at the rate of | ||
7% per annum, payable semi-annually in arrear on 10 June | ||
and 10 December in each year commencing on 10 June 2020. | ||
Maturity date | : | 10 December 2022 |
Status of the Bonds | : | The Bonds constitute direct, unsubordinated, unconditional |
and (subject to the terms and conditions of the Bonds) | ||
unsecured obligations of the Issuer and shall at all times rank | ||
pari passu and without any preference among themselves. The | ||
payment obligations of the Issuer under the Bonds shall, save | ||
for such exceptions as may be provided by applicable law and | ||
subject to the terms and conditions of the Bonds, at all times | ||
rank at least equally with all the Issuer's other present and | ||
future unsecured and unsubordinated obligations. | ||
Parent Guarantee | : | The Parent Guarantor has unconditionally and irrevocably |
guaranteed the due payment of all sums expressed to be payable | ||
by the Issuer under, among others, the Bonds. The obligations | ||
of the Parent Guarantor under the Parent Guarantee constitute | ||
direct, unsubordinated, unconditional and (subject to the terms | ||
and conditions of the Bonds) unsecured obligations of the | ||
Parent Guarantor and shall, save for such exceptions as may | ||
be provided by applicable law and subject to the terms and | ||
conditions of the Bonds, at all times rank at least equally with | ||
all the Parent Guarantor's other present and future unsecured | ||
and unsubordinated obligations. |
- 2 -
Redemption | : The Bonds may be redeemed by the Issuer (in whole but not |
in part) for taxation reasons. Further, upon the occurrence of | |
any change of control event or non-registration of the Parent | |
Guarantee with SAFE within the time specified under the | |
terms and conditions of the Bonds, the holders of the Bonds | |
are entitled to require the Issuer to redeem the Bonds in whole | |
but not in part. | |
Listing | : Application will be made to the Stock Exchange for the listing |
of, and permission to deal in, the Bonds by way of debt issues | |
to professional investors only. |
INFORMATION OF THE COMPANY AND THE GROUP
The Company is incorporated under the laws of Hong Kong with limited liability and its principal activity is investment holding. The Group is engaged in securities brokerage and margin financing, corporate finance and underwriting, investment and loans and asset management and advisory business. The principal activities of the Group are to carry out regulated activities under the SFO through its licensed subsidiaries. The regulated activities carried 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 ISSUER AND PARENT GUARANTOR
The Issuer is a company incorporated in the British Virgin Islands with limited liability on 23 July 2019. The Issuer, since its incorporation, does not carry and has not carried on any business other than those relating to the issue of the Bonds. The Parent Guarantor is a company established in the People's Republic of China with limited liability and is principally engaged in affordable housing construction, infrastructure construction, disposal of land assets, and other businesses.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Issuer, the Parent Guarantor and its ultimate beneficial owners are third parties independent from the Company and its connected persons.
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION
The Subscription will provide the Group with long-term investment opportunity which enables the Group to enhance its income stream as well as providing a stable investment return while utilising its capital resources with commensurate risk.
- 3 -
Having considered the terms of the Subscription, the Directors consider that the terms of the Subscription are fair and reasonable and on normal commercial terms, and the Subscription is in the ordinary course of business of the Group and in the interests of the Company and its Shareholders as a whole.
LISTING RULES IMPLICATIONS
The Subscription constitutes financial assistance under Rule 14.04(1)(e) of the Listing Rules. 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 |
"Bonds" | US$100,000,000 7% guaranteed bonds due 2022 issued by the |
Issuer | |
"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 persons" | has the same meaning as ascribed to it under the Listing Rules |
"Director(s)" | the director(s) of the Company |
"Group" | the Company and its subsidiaries |
"Hong Kong" | the Hong Kong Special Administrative Region of the People's |
Republic of China | |
"Issuer" | Guofa Overseas Investment Company Limited, a company |
incorporated in the British Virgin Islands with limited liability | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"Parent Guarantee" | the guarantee for the Bonds provided by the Parent Guarantor |
- 4 -
"Parent Guarantor" | Jiangsu Jintan Guofa International Investment Development Co., |
Ltd.* 江蘇金壇國發國際投資發展有限公司, a company established | |
in the People's Republic of China with limited liability | |
"percentage ratio" | has the same meaning as ascribed to it under the Listing Rules |
"SAFE" | the State Administration of Foreign Exchange of the People's |
Republic of China or its local branch | |
"SFO" | the Securities and Futures Ordinance (Cap. 571 of the Laws of |
Hong Kong) | |
"Shareholder(s)" | holder(s) of the ordinary shares of the Company |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Subscription" | the subscription of the Bonds in the principal amount of |
US$20,000,000 by the Company | |
"US$" | the lawful currency of the United States of America |
"%" | per cent. |
- for identification purpose only
By Order of the Board
BOCOM International Holdings Company Limited
YI Li
Joint Company Secretary
Hong Kong, 9 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.
- 5 -