Apr 10, 2015 - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibili
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.
China Financial Services Holdings Limited (Incorporated in Hong Kong with limited liability)
(Stock Code: 605)
VOLUNTARY ANNOUNCEMENT: PLACING OF BONDS PLACING AGENT
Convoy Investment Services Limited 康宏証券投資服務有限公司 This is a voluntary announcement made by the Company in relation to the Placing of Bonds. On 10 April 2015 (after trading hours), the Company, as the issuer and Convoy placing agent entered into the Placing Agreement pursuant to which the Placing has agreed to act as placing agent for the purposes of arranging the Placees on efforts basis to subscribe for the Bonds with an aggregate principal amount of HK$100,000,000 during the Placing Period.
as the Agent a best up to
This is a voluntary announcement made by China Financial Services Holdings Limited (the “Company”) in relation to the Placing of Bonds.
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PLACING AGREEMENT Date:
10 April 2015
Parties: Issuer:
the Company
Placing Agent:
Convoy Investment Services Limited
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner(s) are Independent Third Parties. Placing of Bonds Pursuant to the Placing Agreement, the Placing Agent has agreed to act as a placing agent (either by itself or through its sub-placing agents) for the purpose of arranging Placees on a best efforts basis to subscribe for the Bonds with an aggregate principal amount of up to HK$100,000,000 during the Placing Period. Placees The Bonds will be placed to not less than six (6) Placees which will be independent professional, institutional or private investors, and who and whose ultimate beneficial owners are Independent Third Parties. Placing Period The period commences from the date of the Placing Agreement and ends on the end of the twelfth month from the date of the Placing Agreement, or such other period as may be agreed between the Company and the Placing Agent in writing (the “Placing Period”).
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Conditions of the Placing Agreement Completion of the Placing Agreement is conditional upon the following conditions being fulfilled within 5 Business Days from the date of the Placing Agreement (or such later time and date as the Placing Agent and the Company shall agree in writing): (i)
all necessary consents and approvals as may be obtained by the Company and the Placing Agent having been obtained for the Placing; and
(ii)
there being no event of default having occurred or occurring.
PRINCIPAL TERMS OF THE BONDS The principal terms of the Bonds are summarised below: Issuer:
the Company
Principal amount:
up to HK$100,000,000
Issue price:
100% of the principal amount of the Bonds
Maturity date:
on the date falling on the third anniversary of the date of issue of the Bonds (or, if that is not a Business Day, the first Business Day thereafter) (the “Maturity Date”)
Interest rate:
5.5% per annum; calculated on the actual number of days elapsed and on the basis of a 365-day year payable semi-annually in arrears on 30 June and 31 December each year. All outstanding interest as at the Maturity Date shall be paid on the Maturity Date.
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Early redemption:
Subject to the consent from the Bondholder, the Company may at any time before the Maturity Date and from time to time by serving at least ten (10) days’ prior written notice on the Bondholder with the total amount proposed to be redeemed from the Bondholder specified therein, redeem Bonds (in whole or in part) at 100% of the principal amount of such Bonds.
Form and denomination:
in registered form and in denomination of HK$500,000 each
Status:
The Bonds constitute direct, unconditional, unsubordinated and unsecured obligations of the Company and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Company under the Bonds shall, save for such exceptions as may be provided by applicable legislation, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations. No application will be made for the listing of the Bonds.
Transferability:
The Bonds may be transferrable in whole multiples of HK$500,000 (or such lesser amount as may represent the entire principal amount thereof) and may be transferred to any person. Save with the consent of the Stock Exchange, none of the Bonds may be transferred to a connected person of the Company.
The terms of the Bonds were determined after arm ’ s length negotiations between the Company and the Placing Agent with reference to the prevailing market conditions.
REASONS FOR THE PLACING OF BONDS AND USE OF PROCEEDS The Company is an investment holding company and the Group is engaged in the business of provision of short-term financing services.
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The Board has considered various ways of raising funds to develop its businesses and considers that the Placing of Bonds represents a suitable opportunity to raise capital for the Group. In addition, the Placing of Bonds will not result in any dilution effect on the shareholding of the existing Shareholders. In view of the above, the Directors are of the view that the Placing of Bonds provides a good opportunity to strengthen the Company’s financial position and the terms of the Placing of Bonds are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors intend to apply the net proceeds of the Placing of Bonds for expanding the short term financing services business.
DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwise: “Board”
the board of Directors
“Bondholder”
a person in whose name a Bond is registered in the register of Bondholders, and “holder” in relation to a Bond has a corresponding meaning
“Bonds”
the three-year 5.5% coupon unlisted and unsecured bonds redeemable by the Company from the issuance date of such bonds to be placed pursuant to the Placing Agreement
“Business Day”
a day (excluding Saturday, Sunday, public holiday and any day on which a tropical cyclone warning signal no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a “black” rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which banks in Hong Kong are generally open for business throughout their normal business hours
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“connected person(s)”
has the meaning ascribed to it under the Listing Rules
“Director(s)”
director(s) of the Company
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
“Group”
the Company and its subsidiaries
“Hong Kong”
the Hong Kong Special Administrative Region of the People’s Republic of China
“Independent Third Party(ies)”
any person(s) or company(ies) and their respective ultimate beneficial owner(s) whom, to the best of the Directors ’ knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and connected persons of the Company
“Placees”
independent professional, institutional or private investors selected and procured by the Placing Agent to subscribe for the Bonds pursuant to the Placing Agreement
“Maturity Date”
has the meaning ascribed to it under the paragraph headed “Maturity Date” in the section headed “Principal terms of the Bonds”
“Placing Agent” or “Convoy”
Convoy Investment Services Limited, acting as the placing agent for the Placing of Bonds under the Placing Agreement and a licensed corporation to carry on Type 1 (dealing in securities), Type 2 (dealing in futures contracts) and Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
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“Placing Agreement”
the placing agreement dated 10 April 2015 and entered into between the Company and the Placing Agent in relation to the Placing of Bonds
“Placing of Bonds”
the placing of the Bonds pursuant to the terms of the Placing Agreement
“Placing Period”
has the meaning ascribed to it under the paragraph headed “Placing Period” in the section headed “Placing Agreement”
“Share(s)”
ordinary share(s) in the share capital of the Company
“Shareholder(s)”
the holder(s) of the issued Shares
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“%”
per cent. By order of the Board China Financial Services Holdings Limited Cheung Siu Lam Chairman
Hong Kong, 10 April 2015 As at the date of this announcement, the directors of the Company are:
Executive Directors: Mr Luo Rui (Chief Executive Officer) Madam Guan Xue Ling Mr Cheung Chai Hong Non-executive Directors: Mr Cheung Siu Lam (Chairman) Mr Chan Yuk Ming (Vice-chairman) Mr Tao Ye Independent non-executive Directors: Mr Chan Chun Keung Mr Wang Jian Sheng Mr Tsang Kwok Wai
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