首 長 四 方 ( 集 團 ) 有 限 公 司 * SHOUGANG CONCORD GRAND (GROUP) LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 730)

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1 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. 首 長 四 方 ( 集 團 ) 有 限 公 司 * SHOUGANG CONCORD GRAND (GROUP) LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 730) VERY SUBSTANTIAL ACQUISITION AND CONTINUING CONNECTED TRANSACTION MASTER LOAN FACILITY AGREEMENT WITH SHOUGANG SHUIGANG The Board announces that on 10 October 2014, the Company has entered into the Master Loan Facility Agreement with Shougang Shuigang pursuant to which the Company has agreed to provide, or procure its subsidiaries to provide, the Loan Facilities to Shougang Shuigang and/or its subsidiaries in an aggregate principal amount of up to HK$250,000,000 for a term of 3 years. As Shougang Corporation is the holding company of Shougang Holding, which in turn is a controlling shareholder and connected person of the Company, and Shougang Shuigang, being a non wholly-owned subsidiary of Shougang Corporation, is an associate of the connected person of the Company, the transactions contemplated under the Master Loan Facility Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios for the transactions contemplated under the Master Loan Facility Agreement (including the annual caps) exceed 100%, the Master Loan Facility Agreement constitutes both a nonexempt continuing connected transaction and a very substantial acquisition for the Company under the Listing Rules, and shall be subject to the reporting, announcement and Independent Shareholders approval requirements under the Listing Rules. Mr. Li Shaofeng, a Director and also a director of Shougang Holding, has abstained from voting for the Board resolution for approving the Master Loan Facility Agreement. Mr. Luo Zhenyu and Mr. Wang Qinghua, both Directors, have no material interests in the transactions contemplated under the Master Loan Facility Agreement. However, for good corporate governance, Mr. Luo Zhenyu and Mr. Wang Qinghua, both related to Shougang Corporation, have abstained from voting for the Board resolution for approving the Master Loan Facility Agreement. The remaining Directors (excluding the independent nonexecutive Directors who will form their view after considering the advice of the independent financial advisor) are of the view that the terms of the Master Loan Facility Agreement have been negotiated on an arm s length basis and on normal commercial terms and the Master Loan Facility Agreement including the proposed annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. 1

2 Shougang Holding and its associates will be required to abstain from voting at the Special General Meeting on the resolutions in relation to the Master Loan Facility Agreement and the proposed annual caps thereunder. Save as disclosed above, no other Shareholder will be required to abstain from voting in respect of the Master Loan Facility Agreement and the proposed annual caps. An Independent Board Committee has been formed to consider and advise the Independent Shareholders on the terms of the Master Loan Facility Agreement and the proposed annual caps thereunder. Messis Capital Limited has been appointed as the independent financial advisor to advise the Independent Board Committee and the Independent Shareholders on the terms of the Master Loan Facility Agreement and the proposed annual caps thereunder. A circular containing, among other things, (i) further details of the transactions contemplated under the Master Loan Facility Agreement and the proposed annual caps thereunder; (ii) recommendations from the Independent Board Committee; (iii) a letter of advice from the independent financial advisor to the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the Special General Meeting will be despatched to the Shareholders on or before 31 October The Board announces that on 10 October 2014, the Company has entered into the Master Loan Facility Agreement with Shougang Shuigang pursuant to which the Company has agreed to provide, or procure its subsidiaries to provide, the Loan Facilities to Shougang Shuigang and/or its subsidiaries in an aggregate principal amount of up to HK$250,000,000 for a term of 3 years. Master Loan Facility Agreement Date: 10 October 2014 Parties: (1) the Company; and (2) Shougang Shuigang, a company established in the PRC which is principally engaged in the business of production and sales of iron, steel and coal products. Shougang Shuigang is a non wholly-owned subsidiary of Shougang Corporation, which in turn is the holding company of Shougang Holding. Shougang Holding is a controlling shareholder and connected person of the Company. Subject matter: Loan Facilities: Subject to the fulfilment of the conditions precedent, the Company has agreed to provide, or procure its subsidiaries to provide, the Loan Facilities to Shougang Shuigang and/or its subsidiaries. An aggregate principal amount of up to HK$250,000,000. 2

3 Term of Loan Facilities: Method of provision: 3 years from the Effective Date. Upon the expiry of the 3-year term, the unutilised portion of the Loan Facilities will be cancelled. The Loan Facilities will be provided by way of the following: (a) term loan; and (b) finance lease. Security/Guarantee: (i) As security in respect of the obligations of Shougang Shuigang and its subsidiaries under the Master Loan Facility Agreement, member(s) of the Shougang Shuigang Group will mortgage the Commercial Properties in favour of the Company; or (ii) Shougang Corporation will provide an irrevocable joint and several guarantee in favour of the Company in respect of the obligations of Shougang Shuigang and its subsidiaries under the Master Loan Facility Agreement. The market value of the Commercial Properties as assessed by an independent valuer is RMB217,000,000 (equivalent to approximately HK$274,683,544) as at 31 August In case of default, the Company is entitled to enforce its rights under the security/guarantee to discharge any outstanding debt as owed by Shougang Shuigang and/or its subsidiaries under the individual term loan or finance lease agreement to be entered into pursuant to the Master Loan Facility Agreement. Conditions precedent: (i) The due execution and registration of the mortgage deed(s) to be entered into by relevant member(s) of the Shougang Shuigang Group in favour of the Company has been performed or Shougang Corporation has executed an irrevocable joint and several guarantee in favour of the Company in respect of the obligations of Shougang Shuigang Group under the Master Loan Facility Agreement; and (ii) The Master Loan Facility Agreement having been approved by the Independent Shareholders in accordance with the requirements of the Listing Rules. (A) Major terms of the term loan: Loan amount: The Company (either directly or through its subsidiaries) may at its discretion provide term loan(s) to relevant member(s) of the Shougang Shuigang Group from time to time during the term of the Master Loan Facility Agreement, and the relevant loan amount shall be determined on a case-by-case basis, with the maximum amount representing the unutilised portion of the Loan Facilities. 3

4 Term: Interest: Documentation: Up to 3 years, commencing from the Effective Date. The duration of each term loan will be negotiated on a case-by-case basis. Each term loan will expire by the end of the 3-year period from the Effective Date. The interest rate payable by the borrower shall be at a rate equal to the cost of lending of the Company (or its subsidiaries) plus 1% to 5%, which shall be between 3.6% to 8.6% above the 3- month HIBOR. Unless otherwise agreed, interest payments shall be made on the expiry of the term of the loan. Individual loan agreement(s) will be entered into between the Company (or its subsidiaries) as lender and the relevant member(s) of the Shougang Shuigang Group as borrower setting out the interest rate as agreed, the loan amount and the repayment term will be entered into before the drawdown. (B) Major terms of the finance lease: Loan amount: Term: Interest: Handling fee: The Company (either directly or through its subsidiaries) as lessor may at its discretion provide finance lease to relevant member(s) of the Shougang Shuigang Group as lessee from time to time during the term of the Master Loan Facility Agreement, and the principal amount of the finance lease shall be determined on a case-by-case basis, with the maximum amount representing the unutilised portion of the Loan Facilities. Up to 3 years, commencing from the Effective Date. The duration of each finance lease will be negotiated on a case-bycase basis. Repayment of the finance leases shall be made quarterly. Each finance lease will expire and any outstanding payment will become payable by the end of 3-year period from the Effective Date. The interest rate payable by the borrower shall be at a rate equal to the cost of lending of the Company (or its subsidiaries) plus 1% to 5%. If the loan is denominated in HKD, the interest rate payable by the borrower shall be between 3.6% to 8.6% above the 3-month HIBOR. If the loan is denominated in RMB, the interest rate payable by the borrower shall be at a rate between 2.15% below and 2.85% above the 3-year interest rate offered by The People s Bank of China. Interest payments shall be made on a quarterly basis. The Company (or its relevant subsidiary) is entitled to charge the relevant lessee a handling fee of not more than 1.5% of the principal amount of the finance lease. 4

5 Security deposit: Lease items: The Company (or its relevant subsidiary) is entitled to a security deposit of not more than 5% of the principal amount under the finance lease to be made by the relevant lessee before commencement. The lease items will be the production equipment used by Shougang Shuigang and/or its subsidiaries in their respective ordinary course of business. The principal amount to be granted by the Company (or its subsidiaries) under the individual finance lease will not exceed the value of the related lease items as assessed by an independent valuer to be appointed by the Company. The Company (or its subsidiaries) will purchase the lease items, as may be agreed with the relevant lessee under the finance lease agreement(s), and then lease them to the relevant lessee. Option to purchase: Documentation: At the end of the lease term of the finance lease agreement(s), the relevant lessee of the finance lease will have the right to purchase the lease items at a nominal purchase price of not more than 0.01% of the principal amount of the finance lease. Individual finance lease agreement(s) setting out the principal amount, the interest rate, the lease items and the repayment term will be entered into by the Company (or its subsidiaries) as lessor and the relevant member of the Shougang Shuigang Group as lessee before the drawdown. Basis of determination of the interest rate The range of interest rate as stipulated in the Master Loan Facility Agreement was determined with reference to the prevailing market rate and a margin will be added to the cost of lending by the Company (or its subsidiaries) so as to ensure that the Company (or its subsidiaries) can earn a net income under the Master Loan Facility Agreement. The exact interest rate to be charged by the Company (or its relevant subsidiary) under the individual term loan or finance lease will be determined at the relevant time after taking into account of: (a) the prevailing market interest rate; and (b) the risk profile of the loan including the then business and financial conditions of the relevant member of the Shougang Shuigang Group being the borrower. In assessing the risk profile of the loan, the following factors will be considered: (i) source of funds available for repayment, including the profitability and cash flow condition of the borrower; (ii) the convertibility and liquidity of the lease items when they are being sold in secondary markets to discharge the debt of the borrower; (iii) the risk level of the relevant industry of the borrower during the term of the loan; (iv) the risk and return comparisons of other financing projects between the Company (or its relevant subsidiary) and other borrowers who are independent third parties; and (v) the general market conditions that will be faced by the Shougang Shuigang Group. The Company (or its relevant subsidiary) will ensure that the interest rate of the loans will not be on terms more favourable 5

6 than the loans granted to independent third parties based on the analysis of items (i) to (v) above. Annual caps The annual caps of the Loan Facilities (i.e. for each of the financial years ending 31 December 2014, 31 December 2015, 31 December 2016 and 31 December 2017) is HK$276,250,000, being the possible maximum loan amount that can be granted under the Master Loan Facility Agreement plus the maximum interest income and the handling fee that can be charged by the Company (or its relevant subsidiary). Reasons for entering into the Master Loan Facility Agreement The Company is an investment holding company and its subsidiaries are principally engaged in the provision of financial services and property investment and management. The entering into of the Master Loan Facility Agreement is in the ordinary and usual course of business of the Group and is under normal commercial terms. It will also enable the Group to earn a net interest income under the Master Loan Facility Agreement. Mr. Li Shaofeng, a Director and also a director of Shougang Holding, has abstained from voting for the Board resolution for approving the Master Loan Facility Agreement. Mr. Luo Zhenyu and Mr. Wang Qinghua, both Directors, have no material interests in the transactions contemplated under the Master Loan Facility Agreement. However, for good corporate governance, Mr. Luo Zhenyu and Mr. Wang Qinghua, both related to Shougang Corporation, have abstained from voting for the Board resolution for approving the Master Loan Facility Agreement. The remaining Directors (excluding the independent non-executive Directors who will form their view after considering the advice of the independent financial advisor) are of the view that the terms of the Master Loan Facility Agreement have been negotiated on an arm s length basis and on normal commercial terms and the Master Loan Facility Agreement including the proposed annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. GENERAL As Shougang Corporation is the holding company of Shougang Holding, which in turn is a controlling shareholder and connected person of the Company, and Shougang Shuigang, being a non wholly-owned subsidiary of Shougang Corporation, is an associate of the connected person of the Company, the transactions contemplated under the Master Loan Facility Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios for the transactions contemplated under the Master Loan Facility Agreement (including the annual caps) exceed 100%, the Master Loan Facility Agreement constitutes both a non-exempt continuing connected transaction and a very substantial acquisition for the Company under the Listing Rules, and shall be subject to the reporting, announcement and Independent Shareholders approval requirements under the Listing Rules. 6

7 Shougang Holding and its associates will be required to abstain from voting at the Special General Meeting on the resolutions in relation to the Master Loan Facility Agreement and the proposed annual caps thereunder. Save as disclosed above, no other Shareholder will be required to abstain from voting in respect of the Master Loan Facility Agreement and the proposed annual caps. An Independent Board Committee comprising all independent non-executive Directors, namely, Mr. Tam King Ching, Kenny, Ms. Zhou Jianhong, and Mr. Yip Kin Man, Raymond, each of whom has no material interests in the transactions, has been formed to consider and advise the Independent Shareholders on the terms of the Master Loan Facility Agreement and the proposed annual caps thereunder. Messis Capital Limited has been appointed as the independent financial advisor to advise the Independent Board Committee and the Independent Shareholders on the terms of the Master Loan Facility Agreement and the proposed annual caps thereunder. A circular containing, among other things, (i) further details of the transactions contemplated under the Master Loan Facility Agreement and the proposed annual caps thereunder; (ii) recommendations from the Independent Board Committee; (iii) a letter of advice from the independent financial advisor to the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the Special General Meeting will be despatched to the Shareholders as soon as practicable after the publication of this announcement. As additional time is required to prepare and finalise certain information to be included in the circular, it is expected that the despatch date of the circular will not be later than 31 October DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: associate(s) Board Commercial Properties Company connected person(s) controlling shareholder(s) has the same meaning ascribed to it under the Listing Rules; the board of Directors; 2 nd and 3 rd basement floors, 1 st to 28 th floors and rooftop of Chao Yang Xing Yuan Shuigang Building, Zunyi Road, Guiyang, Guizhou, the PRC Shougang Concord Grand (Group) Limited, a company incorporated in Bermuda with limited liability whose securities are listed on the main board of the Stock Exchange; has the same meaning ascribed to it under the Listing Rules; has the same meaning ascribed to it under the Listing Rules; 7

8 Director(s) Effective Date Group HIBOR HK$ or HKD Hong Kong Independent Board Committee Independent Shareholders Listing Rules Loan Facilities Master Loan Facility Agreement PRC RMB Shareholder(s) Shougang Corporation the director(s) of the Company; the date on which the Master Loan Facility Agreement becomes effective; the Company and its subsidiaries; Hong Kong inter-bank offered rate; Hong Kong dollar, the lawful currency of Hong Kong; the Hong Kong Special Administrative Region of the PRC; the independent committee of the Board, comprising all independent non-executive Directors, which has been appointed by the Board to advise the Independent Shareholders on the Master Loan Facility Agreement; the Shareholders other than Shougang Holding and its associates; the Rules Governing the Listing of Securities on the Stock Exchange; loan facilities with an aggregate principal amount of up to HK$250,000,000 to be provided under the Master Loan Facility Agreement; the agreement dated 10 October 2014 entered into between the Company and Shougang Shuigang, pursuant to which the Company has agreed to provide, or procure its subsidiaries to provide, the Loan Facilities to Shougang Shuigang and/or its subsidiaries for a term of 3 years; the People s Republic of China, which, for the purpose of this announcement, does not include Hong Kong, Macao Special Administrative Region and Taiwan; Renminbi, the lawful currency of the PRC; the holder(s) of the ordinary share(s) of HK$0.01 each in the share capital of the Company; Shougang Corporation, a state-owned enterprise in the PRC and the holding company of the entire interest of Shougang Holding; 8

9 Shougang Holding Shougang Shuigang Shougang Shuigang Group Special General Meeting Stock Exchange Shougang Holding (Hong Kong) Limited, a company incorporated in Hong Kong and a wholly-owned subsidiary of Shougang Corporation and the controlling shareholder of the Company; 首 鋼 水 城 鋼 鐵 ( 集 團 ) 有 限 責 任 公 司 (Shougang Shuicheng Gangtie (Group) Co., Ltd.*), a company established in the PRC and a non wholly-owned subsidiary of Shougang Corporation, in which Shougang Corporation holds 61.06% of its equity interests; Shougang Shuigang and its subsidiaries; the special general meeting of the Company to be convened to approve the Master Loan Facility Agreement and the transactions contemplated thereunder, or any adjournment thereof; The Stock Exchange of Hong Kong Limited; and % per cent. Unless otherwise specified in this announcement, translations of RMB into HK$ are made in this announcement, for illustration only, at the rate of HK$1.00 to RMB0.79. No representation is made that any amounts in RMB or HK$ could have been or could be converted at that rate or at any other rate or at all. By Order of the Board Shougang Concord Grand (Group) Limited Li Shaofeng Chairman Hong Kong, 10 October 2014 As at the date of this announcement, the Board comprises Mr. Li Shaofeng (Chairman), Mr. Luo Zhenyu (Managing Director), Mr. Wang Tian (Deputy Managing Director), Mr. Wang Qinghua (Deputy Managing Director), Mr. Yuan Wenxin (Deputy Managing Director), Mr. Leung Shun Sang, Tony (Non-executive Director), Mr. Tam King Ching, Kenny (Independent Non-executive Director), Ms. Zhou Jianhong (Independent Non-executive Director) and Mr. Yip Kin Man, Raymond (Independent Non-executive Director). * For identification purpose only 9

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