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.
新灃集團有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 01223)
DISCLOSEABLE TRANSACTION
SUPPLEMENTAL LOAN AGREEMENT
THE SUPPLEMENTAL LOAN AGREEMENT
The Board announces that on 19th July 2019, China Rise Finance, an indirect wholly-owned subsidiary of the Company, entered into a supplemental loan agreement with Customer A ("Supplemental Loan Agreement") relating to the extension of the loan repayment date under a facility agreement entered into between China Rise Finance and Customer A on 19 February 2019 ("Facility Agreement").
LISTING RULES IMPLICATIONS
As the applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the accumulated interest income of the Facility Agreement is more than 5% but less than 25%, the Loan granted under the Supplemental 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 SUPPLEMENTAL LOAN AGREEMENT
The Board announces that on 19th July 2019, China Rise Finance, an indirect wholly-owned subsidiary of the Company, entered into a Supplemental Loan Agreement with Customer A. China Rise Finance and Customer A initially entered into a loan agreement on 19th February 2019 whereby China Rise granted Customer A a loan in the amount of HK$50,000,000 of which the repayment date is subsequently extended to 20th October 2019.
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* For identification purpose only
The key terms of the Supplemental Loan Agreement were as follows :
Date | 19th July 2019 |
Lender | China Rise Finance |
Borrower | Customer A |
Principal | HK$50,000,000 |
Interest rate | 36% per annum |
Repayment date on or before 20 October 2019 | |
Repayment | Customer A shall pay the interest on a monthly basis and repay the |
principal on the repayment date | |
Security | a charge on the shares of a main board listed company in favour of the |
Lender | |
Prepayment | provision of not less than one calendar month's advance 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 existing customer of the Group with no contractual default record. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, Customer A is a third party 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 and the sourcing and trading of health supplement products; (ii) development and management of "PONY" trademarks; (iii) property investment and holding; (iv) management and operation of outlet malls; (v) provision of financial services (including securities brokerage, margin financing, money lending, underwriting and placing of listed securities and financial consultancy services); and (vi) operation of duty-free shops.
REASONS FOR THE SUPPLEMENTAL LOAN AGREEMENT
The extension of the Loan to Customer A pursuant to the Supplemental Loan Agreement is in the ordinary and usual course of business of the Company. The terms of the Supplemental 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 interest income can be generated from this lending activity, the Directors believe that the terms of the
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Supplemental 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 accumulated interest income of the Facility Agreement is more than 5% but less than 25%, the Loan granted under the Supplemental 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 of which are | |
listed on the main board of the Stock Exchange (Stock | |
code : 01223) | |
"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$50,000,000 |
"Supplemental Loan | the loan agreement dated 19th July 2019 entered into |
Agreement" | between China Rise Finance and Customer A |
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"Stock Exchange" | the Stock Exchange of Hong Kong Limited |
"%" | per cent |
By order of the Board | |
Symphony Holdings Limited | |
Cheng Tun Nei | |
Chairman | |
Hong Kong, 19 July 2019 |
As at the date of this announcement, the Directors are:
Executive Directors: | Mr. Cheng Tun Nei (Chairman & Chief Executive Officer) |
Mr. Chan Kar Lee Gary | |
Mr. Lee Cheung Ming | |
Independent non-executive | Mr. Shum Pui Kay |
Directors: | Mr. Wah Wang Kei Jackie |
Mr. Chow Yu Chun Alexander |
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