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ETS GROUP LIMITED
易 通 訊 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8031)
DISCLOSEABLE TRANSACTION
IN RELATION TO THE PROVISION OF
LOAN FACILITIES TO INDEPENDENT THIRD PARTIES
FACILITY ARRANGEMENT A
The Board announces that on 7 April 2021 (after trading hours of the Stock Exchange), the Lender, an indirect wholly-owned subsidiary of the Company, entered into the Facility Letter A with the Borrower and the Mortgagor, pursuant to which the Lender agreed to grant a secured loan in the principal amount of HK$4,000,000 to the Borrower for a term of 12 months at an interest rate of 12% per annum.
As security for payment of all sums advanced by the Lender to the Borrower and outstanding in respect of Loan A and all interest accrued thereon and all other moneys and obligations in respect of moneys which the Borrower and/or the Mortgagor covenanted to pay to the Lender under the Facility Letter A, the Borrower and the Mortgagor executed the First Legal Charge in favour of the Lender.
FACILITY ARRANGEMENT B
The Board further announces that on 7 April 2021 (after trading hours of the Stock Exchange), the Lender entered into the Facility Letter B with the Mortgagor, pursuant to which the Lender agreed to grant a secured loan in the principal amount of HK$2,150,000 to the Mortgagor for a term of 12 months at an interest rate of 12% per annum.
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As security for payment of all sums advanced by the Lender to the Mortgagor and outstanding in respect of Loan B and all interest accrued thereon and all other moneys and obligations in respect of moneys which the Mortgagor covenanted to pay to the Lender under the Facility Letter B, the Mortgagor executed the Second Legal Charge in favour of the Lender.
GEM LISTING RULES IMPLICATIONS
The transactions contemplated under the Facility Arrangement A and the Facility Arrangement B are aggregated on the basis that they were entered into by the Group with parties associated with one another, as the Mortgagor (being the borrower under the Facility Letter B) is a shareholder and director of the Borrower (being the borrower under the Facility Letter A), and shall be aggregated pursuant to Rule 19.22 of the GEM Listing Rules.
As the applicable percentage ratio(s) (as defined under the GEM Listing Rules) in respect of the transactions contemplated under the Facility Arrangement A and the Facility Arrangement B, when aggregated, is more than 5% but less than 25%, the entering into of the Facility Arrangement A and the Facility Arrangement B constitutes a discloseable transaction on the part of the Company under the GEM Listing Rules and is subject to the notification and announcement requirements but exempt from the Shareholders' approval requirements under Chapter 19 of the GEM Listing Rules.
FACILITY ARRANGEMENT A
The Board announces that on 7 April 2021 (after trading hours of the Stock Exchange), the Lender, an indirect wholly-owned subsidiary of the Company, entered into the Facility Letter A with the Borrower and the Mortgagor, pursuant to which the Lender agreed to grant a secured loan in the principal amount of HK$4,000,000 to the Borrower for a term of 12 months at an interest rate of 12% per annum.
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Facility Letter A
The principal terms of the Facility Letter A are set out as follows:
Date: | 7 April 2021 |
Parties: | (a) Gear Credit Limited, as the Lender; |
(b) Kongwell (Hong Kong) Mortgage Limited, as the | |
Borrower; and | |
(c) Fong Yuk Chun, as the Mortgagor | |
Principal amount of | HK$4,000,000 |
the Loan A: | |
The Loan A will be funded by internal resources of the | |
Group | |
Interest rate: | 12% per annum, payable monthly |
Purpose: | The Loan A is to fully repay the loan under the 2020 Facility |
Letter | |
Drawdown period: | The offer will be automatically withdrawn if the Borrower |
does not drawdown the Loan A within seven (7) days from | |
the date of the Facility Letter A | |
Prepayment: | The Borrower shall have an option at any time to make early |
repayment of the whole or part of the Loan A after the date | |
of the loan drawdown, provided that (a) the Borrower shall | |
have given to the Lender prior notice within reasonable time | |
in writing of its intention to make such early repayment, | |
specifying the amount to be repaid and the date on which the | |
early repayment is to be made; and (b) the Borrower shall, | |
on the date of early repayment, pay to the Lender all accrued | |
interest on the amount to be early repaid | |
Repayment: | Interest will be paid on monthly basis over the term of the |
loan and principal amount of the Loan A will be repaid in | |
one lump sum on the 12 calendar months after the date of | |
advance | |
Security: | Secured by the First Legal Charge over the property located |
at 6th Floor, No. 5 Kai Ming Street, Kowloon, Hong Kong |
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First Legal Charge
As security for the payment of all sums advanced by the Lender to the Borrower and outstanding in respect of Loan A and all interest accrued thereon and all other moneys and obligations in respect of moneys which the Borrower and/or the Mortgagor covenanted to pay to the Lender under the Facility Letter A, the Borrower and the Mortgagor entered into the First Legal Charge over the Property with a market value of approximately HK$8,200,000 based on a valuation conducted by an independent property surveyor on 23 March 2021 in favour of the Lender.
Pursuant to the terms of the First Legal Charge, the total amount recoverable under the First Legal Charge shall be limited to the principal sum of HK$4,000,000 with interest accrued thereon and all costs, charges and expenses referred therein.
Taking into consideration of the above, the Board considers that the First Legal Charge provided is sufficient to protect the interests of the Company and the Shareholders as a whole.
FACILITY ARRANGEMENT B
The Board further announces that on 7 April 2021 (after trading hours of the Stock Exchange), the Lender entered into the Facility Letter B with the Mortgagor, pursuant to which the Lender agreed to grant a secured loan in the principal amount of HK$2,150,000 to the Mortgagor for a term of 12 months at an interest rate of 12% per annum.
Facility Letter B
The principal terms of the Facility Letter B are set out as follows:
Date: | 7 April 2021 |
Parties: | (a) Gear Credit Limited, as the Lender; and |
(b) Fong Yuk Chun, as the borrower and Mortgagor | |
Principal amount of | HK$2,150,000 |
the Loan B: | |
The Loan B will be funded by internal resources of the | |
Group | |
Interest rate: | 12% per annum, payable monthly |
Drawdown period: | The offer will be automatically withdrawn if the Mortgagor |
does not draw down the Loan B within seven (7) days from | |
the date of the Facility Letter B |
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Prepayment: | The Mortgagor shall have an option at any time to make |
early repayment of the whole or part of the Loan B after the | |
date of the loan drawdown, provided that (a) the Mortgagor | |
shall have given to the Lender prior notice within reasonable | |
time in writing of its intention to make such early repayment, | |
specifying the amount to be repaid and the date on which the | |
early repayment is to be made; and (b) the Mortgagor shall, | |
on the date of early repayment, pay to the Lender all accrued | |
interest on the amount to be early repaid | |
Repayment: | Interest will be paid on monthly basis over the term of the |
loan and principal amount of the Loan B will be repaid in | |
one lump sum on the 12 calendar months after the date of | |
advance | |
Security: | Secured by the Second Legal Charge over the property |
located at 6th Floor, No. 5 Kai Ming Street, Kowloon, Hong | |
Kong | |
Second Legal Charge |
As security for the payment of all sums advanced by the Lender to the Mortgagor and outstanding in respect of Loan B and all interest accrued thereon and all other moneys and obligations in respect of moneys which the Mortgagor covenanted to pay to the Lender under the Facility Letter B, subject to the First Legal Charge, the Mortgagor entered into the Second Legal Charge over the Property, with a market value of approximately HK$8,200,000 based on a valuation conducted by an independent property surveyor on 23 March 2021, in favour of the Lender.
Pursuant to the terms of the Second Legal Charge, the total amount recoverable under the Second Legal Charge shall be limited to the principal sum of HK$2,150,000 with interest accrued thereon and all costs, charges and expenses referred therein.
Taking into consideration of the above, the Board considers that the Second Legal Charge provided is sufficient to protect the interests of the Company and the Shareholders as a whole.
INFORMATION OF THE BORROWER AND THE MORTGAGOR
The Borrower is a company incorporated in Hong Kong with limited liability and a registered money lender holding a money lender's licence under the Money Lenders Ordinance (Chapter 163 of the laws of Hong Kong). As at the date of this announcement, the Borrower is principally engaged in money lending business and is owned as to 60% by Mr. Tse Ping San and 40% by the Mortgagor.
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