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新灃集團有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 01223)
(Warrant Code: 01537)
DISCLOSEABLE TRANSACTION
LOAN AGREEMENT
THE LOAN AGREEMENT
The Board announces that on 6 August 2018, China Rise Finance, an indirect wholly-owned subsidiary of the Company, entered into a loan agreement with Customer A relating to the provision of a facility of up to the amount of HK$60,000,000 to Customer A for a period of 15 months ("Loan Agreement").
LISTING RULES IMPLICATIONS
As the applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the maximum principal amount of HK$60,000,000 is more than 5% but less than 25%, the facility granted under the Loan 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.
THE LOAN AGREEMENT
The Board announces that on 6 August 2018, China Rise Finance, an indirect wholly-owned subsidiary of the Company, entered into the Loan Agreement with Customer A.
The key terms of the Loan Agreement were as follows :
Date Lender
6 August 2018 China Rise Finance
* For identification purpose only 1
Borrower | Customer A |
Principal | HK$60,000,000 |
Interest rate | 12% per annum |
Repayment date | the date falling after 15 months from the date of the Loan Agreement |
Repayment | Customer A shall pay the interest on a monthly basis and repay the |
principal on the repayment date | |
Security | a deed of guarantee and indemnity executed by a director of Customer A |
in favour of the Lender | |
Prepayment | provision of 7 Business Days' prior notice to the Lender |
FUNDING OF THE LOAN
China Rise Finance has funded the Loan through internal resources.
INFORMATION ON CUSTOMER A
Customer A is an investment holding company incorporated in Cayman Islands with limited liability and having a principal place of business in Hong Kong. Its principal business includes the manufacturing and sale of concrete products and trading of a variety of construction materials, including cement, sand, aggregates and pulverized fuel ash. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, Customer A and the ultimate beneficial owner of Customer A are third parties independent of the Company and its connected persons.
INFORMATION ON THE COMPANY
The Company is an investment holding company. Its principal business includes (i) retailing and provision of sourcing services for branded apparel, swimwear and accessories; (ii) development and management of "PONY" brand; (iii) property investment and holding; (iv) management and operation of outlet malls; (v) provision of financial services; and (vi) operation of duty-free shops.
REASONS FOR THE LOAN AGREEMENT
The provision of the Loan to Customer A pursuant to the Loan Agreement is in the ordinary and usual course of business of the Company. The terms of the Loan Agreement were negotiated on an arm's length basis between China Rise Finance and Customer A and on normal commercial terms. Taking into account the fact that revenue income can be generated from this lending activity, the Directors believe that the terms of the Loan Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole.
LISTING RULES IMPLICATIONS
As the applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the maximum principal amount of HK$60,000,000 is more than 5% but less than 25%, the facility granted under the Loan Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.
DEFINITIONS
In this announcement, the following expressions have the following meanings:
"Board" | board of directors of the Company |
"Business Day(s)" | a day (excluding Saturday and Sunday) on which banks |
are open for business in Hong Kong | |
"China Rise Finance" | China Rise Finance Co., Limited, a company |
incorporated in Hong Kong with limited liability with | |
money lender licence registered under Money Lenders | |
Ordinance (Chapter 163 of the Laws of Hong Kong), | |
which is an indirect wholly-owned subsidiary of the | |
Company | |
"Company" | Symphony Holdings Limited, a company incorporated in |
Bermuda with limited liability, the shares and warrants of | |
which are listed on the main board of the Stock | |
Exchange (Stock code : 01223 and Warrant code : | |
01537) | |
"Customer A" | a third party independent of the Company and its |
connected persons (as defined under the Listing Rules) | |
"Directors" | the director(s) of the Company |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
People's Republic of China | |
"Listing Rules" | the Rules Governing the Listing of Securities on The |
Stock Exchange of Hong Kong Limited | |
"Loan" | the loan in the principal amount of HK$60,000,000 |
"Loan Agreement" | the loan agreement dated 6 August 2018 entered into |
between China Rise Finance and Customer A | |
"Stock Exchange" | the Stock Exchange of Hong Kong Limited |
3 |
"%"
Hong Kong, 6 August 2018
per cent
As at the date of this announcement, the Directors are:Executive Directors:
By order of the Board Symphony Holdings Limited
Cheng Tun Nei
Chairman
Mr. Cheng Tun Nei (Chairman & Chief Executive Officer) Mr. Chan Kar Lee Gary
Independent non-executive Directors:
Mr. Shum Pui Kay
Mr. Wah Wang Kei Jackie Mr. Chow Yu Chun Alexander