Bocom International Holdings Co. Ltd.HKEX: 3329

Discloseable transaction in relation to subscription of class a shares of the sub-fund

Dec 27, 2019 at 9:50 AM UTC · Issued by Bocom International Holdings Co. Ltd.

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 CLASS A SHARES OF THE SUB-FUND

On 27 December 2019, the Subsidiary (as an agent acting for and on behalf of the Company) executed the Application Form pursuant to which the Subsidiary applied to subscribe for the Class A Shares of the Sub-Fund for an aggregate amount of US$32,360,000 on the terms and conditions of the Private Placing Memorandum. On the same day, the Subsidiary (as an agent acting for and on behalf of the Company) entered into the Side Letter with the Fund Company (on behalf of the Sub-Fund), the Manager and the Investment Adviser pursuant to which the Subsidiary is entitled to certain economic benefits as an investor of the Sub-Fund.

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 OF THE CLASS A SHARES OF THE SUB-FUND

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If the application in respect of the Subscription is accepted, the Subsidiary shall, as an agent acting for and on behalf of the Company, pay the price for the Subscription by wire transfer within the time specified in the Application Form. Internal resources of the Group will be used to fund the Subscription.

PRINCIPAL TERMS OF THE SUBSCRIPTION

The principal terms of the Subscription are summarised as follows:

Name of the Sub-Fund	: New China Innovation Fund 27 Segregated Portfolio
Target size and minimum	: The target size of the Sub-Fund is US$100 million. The
aggregate subscription	placing of the Participating Shares is conditional upon a
amount of the Sub-Fund	minimum aggregate subscription amount of US$70 million.
Duration of the Sub-Fund	: It is intended that the term of the Sub-Fund will commence
	on the Initial Closing Date and end on the Termination
	Date, subject to early termination at any time if prior
	written approval of 2/3 of all the holders of the Participating
	Shares is obtained. The directors of the Fund Company
	may, subject to the written consent of all the holders of
	the Participating Shares, further extend the term of the
	Sub-Fund for such period (which shall not be more than
	one year) as they may consider necessary to allow for the
	orderly liquidation of the investments of the Sub-Fund.
Participating Shares	: The Fund Company currently offers two classes of
	Participating Shares, namely Class A Shares and Class B
	Shares to investors of the Sub-Fund. The Fund Company
	shall not issue any Participating Shares to investors after
	the Initial Closing Date unless with prior written approval
	from all the holders of the Participating Shares. The
	Subsidiary (acting as an agent for and on behalf of the
	Company) has applied to subscribe for Class A Shares
	for an aggregate amount of US$32,360,000 under the
	Application Form.
Investment objective	: The investment objective of the Sub-Fund is to achieve
	stable absolute return through investing primarily in the
	Credit Facility Agreement. The loan provided under the
	Credit Facility Agreement will be used to invest in a real
	estate company based in the People's Republic of China.

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Expected return	:	In respect of each Class A Share and Class B Share
		the expected return is the same, being 7% per annum,
		calculated based on the initial offer price of such share.
		Pursuant to the Side Letter, the Subsidiary (acting as an
		agent for and on behalf of the Company) is entitled to a
		higher expected return as described below.
Distribution	:	Subject to applicable laws, the Sub-Fund shall make
		distributions to the holders of the Participating Shares
		every six months, commencing from (and including) the
		Utilisation Date until the termination or dissolution of
		the Sub-Fund, and such distribution shall be paid on the
		dates as specified in the Private Placing Memorandum.

Prior to a mandatory prepayment event, event of default (each of which as specified in the Credit Facility Agreement) or the Termination Date, the Sub-Fund shall, in respect of each Participating Share, make a distribution equal to the expected return per such Participating Share for the relevant six-month distribution period. On the final distribution day as specified in the Private Placing Memorandum or the Termination Date, the Sub-Fund shall make a distribution in respect of each Participating Share including (i) the expected return per Participating Share for a relevant six-month distribution period and

the full amount of the initial offer price paid for such Participating Share.

Upon the occurrence of a mandatory prepayment event or event of default, or if any part of the loan under the Credit Facility Agreement is prepaid or discharged, and within two business days after the Sub-Fund has received the outstanding principal amount of the loan plus all accrued and unpaid interest payable and all amounts due pursuant to the Credit Facility Agreement, the Sub- Fund shall, in respect of each Participating Share, make a distribution equal to (i) the expected return per such Participating Share from the Utilisation Date up to the Termination Date (excluding any prior expected return distributions made in respect of such Participating Share) and (ii) the full amount of the initial offer price paid for such Participating Share.

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Transfer of Participating	: Participating Shares may be sold, assigned, transferred,
Shares	pledged, mortgaged, encumbered or otherwise disposed of
	subject to the prior consent of the directors of the Fund
	Company.
Fees, charges and expenses	: No preliminary charges or management fees are charged by
	the Sub-Fund and the Manager, respectively. In accordance
	with the Private Placing Memorandum (i) holders of the
	Participating Shares are required to pay performance fees
	to the Manger and (ii) the administrator of the Sub-Fund
	shall receive certain administration fees out of the assets of
	the Sub-Fund. Pursuant to the Side Letter, the Subsidiary
	(acting as an agent for and on behalf of the Company) is
	not required to pay any fees, charges or expenses to the
	Sub-Fund or the Manager as described below.
Economic benefits enjoyed by	: Pursuant to the Side Letter, the Subsidiary (acting as
the Subsidiary	an agent for and on behalf on the Company) shall be
	entitled to certain economic benefits as an investor of the
	Sub-Fund. Such benefits primarily include, in respect of
	each Class A Share, an expected return of 9% per annum
	calculated based on the initial offer price of each Class
	A Share and no obligation to pay any charges, fees or
	expenses to the Sub-Fund and the Manager, including but
	not limited to performance fees and administrative fees.
	The benefits under the Side Letter shall continue so long
	as the Subsidiary remains a holder of any Class A Shares.

INFORMATION OF THE SUBSIDIARY AND THE GROUP

The Subsidiary is incorporated under the laws of Hong Kong with limited liability and is primarily engaged in the provision of brokerage and securities margin financing services to clients, and trading of futures and options contracts as an agent. The Group is engaged in securities brokerage and margin financing, corporate finance and underwriting, investment and loans and asset management and advisory businesses. 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.

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INFORMATION OF THE FUND COMPANY, THE MANAGER AND THE INVESTMENT ADVISER

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 June 2015. As a segregated portfolio company, the Fund Company is permitted to create and issue shares out of one or more segregated portfolios in order to segregate the assets and liabilities of the Fund Company held within or on behalf of any other segregated portfolio of the Fund Company, or the general assets and liabilities of the Fund Company. The Sub-Fund is a closed-ended segregated portfolio of the Fund Company.

The Fund Company has appointed the Manager, who is responsible for managing the investment, sale and reinvestment of the assets of the Fund Company. The Manager is an exempted company with limited liability incorporated in the Cayman Islands and it is principally engaged in the business of investment management.

The Manager has appointed the Investment Adviser to provide portfolio advisory and management services to the Manager in relation to the management of the assets of the Fund Company. The Investment Adviser is a limited liability company incorporated in Hong Kong and is specialised in asset management and investment advisory services.

To the best of the Directors' knowledge, information and belief having made all reasonable enquires, the Fund Company, the Manager, the Investment Adviser 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 for potential investments with a view to generating revenue and achieving better returns for its Shareholders.

The Directors believe that the Subscription represents a good investment opportunity for the Group to diversify the Group's investment portfolio and generate stable income for the Group.

Having considered the provisions of the Private Placing Memorandum and the Side Letter, the Directors therefore 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.

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LISTING RULES IMPLICATIONS

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

"Application Form"	the application form dated 27 December 2019 executed by the
	Subsidiary (acting as an agent for and on behalf of the Company) in
	relation to the Subscription
"Board"	the board of Directors
"Class A Shares"	Participating Shares designated as Class A Shares
"Class B Shares"	Participating Shares designated as Class B 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
"Credit Facility	the credit facility agreement to be entered into by, among others, the
Agreement"	Fund Company (acting in the name and for the account of the Sub-
	Fund) (as lender), Sunac New China Investment Fund SPC (acting in
	the name and for the account of Sunac New China Investment Fund
	1 Segregated Portfolio) (as borrower) and Sunac China Holdings
	Limited (as guarantor) in relation to the provision of a loan which
	shall be used to invest in a real estate company based in the People's
	Republic of China
"Director(s)"	the director(s) of the Company
"Fund Company"	New China Innovation 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
"Group"	the Company and its subsidiaries

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"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Initial Closing Date"	30 December 2019
"Investment Adviser"	New China Asset Management (Hong Kong) Limited, a company
	with limited liability incorporated in Hong Kong
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Manager"	New China Capital International Management Limited, an exempted
	company with limited liability incorporated in the Cayman Islands
"Participating Shares"	the Class A Shares and Class B Shares in the Sub-Fund
"percentage ratio"	has the same meaning as ascribed to it under the Listing Rules
"Private Placing	the private placing memorandum dated July 2015 issued by the Fund
Memorandum"	Company in relation to the private placing of shares in its segregated
	portfolios (as may be modified, supplemented or amended from time
	to time), and the Appendix 27 dated December 2019 containing
	specific information in respect of the Sub-Fund annexed thereto
"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
"Side Letter"	the side letter dated 27 December 2019 entered into by the Fund
	Company (on behalf of the Sub-Fund), the Manager, the Investment
	Adviser and the Subsidiary (acting as an agent for and on behalf
	of the Company) relating to the Subsidiary's entitlement to certain
	economic benefits as an investor of the Sub-Fund
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Sub-Fund"	New China Innovation Fund 27 Segregated Portfolio
"Subscription"	the subscription by the Subsidiary (acting as an agent for and on
	behalf of the Company) of Class A Shares for an aggregate amount
	of US$32,360,000
"Subsidiary"	BOCOM International Securities Limited, a wholly-owned subsidiary
	of the Company

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"Termination Date"	the second anniversary of the Utilisation Date and if such date is not
	a business day, the preceding business day
"US$"	the lawful currency of the United States of America
"Utilisation Date"	the date on which the facility granted under the Credit Facility
	Agreement is utilised and in any event such date shall not be later
	than three business days from the Initial Closing Date
"%"	per cent.
	By Order of the Board
	BOCOM International Holdings Company Limited
	YI Li
	Joint Company Secretary

Hong Kong, 27 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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