GREENHEART GROUP LIMITED 綠 森 集 團 有 限 公 司

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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. GREENHEART GROUP LIMITED 綠 森 集 團 有 限 公 司 * (Incorporated in Bermuda with limited liability) (Stock Code: 94) VOLUNTARY ANNOUNCEMENT OBTAINING OF FINANCIAL ASSISTANCE This is a voluntary announcement made by the Company. The Company is pleased to announce that on 12 August 2015, the Facility Agreement was entered into between Chow Tai Fook Enterprises Limited as lender and Greenheart Resources Holdings Limited, a subsidiary of the Company, as borrower, pursuant to which Chow Tai Fook Enterprises Limited has agreed to grant the Facility to Greenheart Resources Holdings Limited. This is a voluntary announcement made by the Company. The Company is pleased to announce that on 12 August 2015, the Facility Agreement was entered into between Chow Tai Fook Enterprises Limited as lender and Greenheart Resources Holdings Limited, a subsidiary of the Company, as borrower, pursuant to which Chow Tai Fook Enterprises Limited has agreed to grant the Facility to Greenheart Resources Holdings Limited. Summarized below are the principal terms of the Facility Agreement. THE FACILITY AGREEMENT Date of the Facility 12 August 2015 Agreement Lender Borrower Chow Tai Fook Enterprises Limited Greenheart Resources Holdings Limited 1

2 Amount of the Facility Availability period Availability of the Advance Interest rate Cancellation of unused Facility Final Repayment Date Repayment of the Loan Voluntary Prepayment US$10,000,000 (equivalent to approximately HK$78,000,000) the period commencing from the date of the Facility Agreement and ending on but excluding the earlier of (i) the date falling six (6) months after the date of the Facility Agreement or such later date as the Lender may agree in writing, and (ii) the date on which the Facility is terminated under the provisions of the Facility Agreement ( Availability Period ) the Borrower may request that the Advance be made in full on the Advance Date by giving a completed notice of drawing to the Lender not less than five (5) Business Days before the proposed Advance Date Prime Rate per annum if any amount of the Facility is not drawn during the Availability Period, that undrawn amount shall be cancelled automatically at the end of the Availability Period the date falling one (1) year after the date of each drawing or such later date (if any) as the Lender and the Borrower may agree in writing the Borrower shall repay the Loan in full on or before the Final Repayment Date together with the then accrued interest and all other monies then outstanding in connection with the Facility the Borrower may prepay all or part of the Loan before the Final Repayment Date, provided that the Borrower shall have given to the Lender not less than five (5) Business Days prior written notice specifying the amount and date of prepayment. Chow Tai Fook Enterprises Limited is a connected person of the Company by virtue of the fact that (i) Newforest Limited, the controlling shareholder of the Company, is directly owned as to 60% by Sharpfield Holdings Limited, which is in turn direct wholly-owned by Chow Tai Fook Enterprises Limited, and (ii) Greenheart Resources Holdings Limited is indirectly owned as to 60.39% by the Company through Silver 2

3 Mount Group Limited and directly owned as to 39.61% by Newforest Limited. Accordingly, the Facility is a financial assistance from a connected person of the Company to the Group and constitutes a connected transaction for the Company. However, as the Facility is not secured by any asset of the Group, and as the Directors consider that the Facility is on normal commercial terms or better, the Facility is fully exempted from shareholders approval, annual review and all disclosure requirements pursuant to Rule 14A.90 of the Listing Rules. REASONS FOR ENTERING INTO THE FACILITY AGREEMENT As stipulated in the Facility Agreement, it is intended that the Borrower will use the Facility solely for the purpose of the partial repayment of the Existing Shareholder s Loan and funding of the working capital and capital investments to be made for Greenheart Suriname s operations in West Suriname. The terms of the Facility Agreement were negotiated on an arm s length basis between the Lender and the Borrower. The Directors consider that the terms of the Facility Agreement are fair and reasonable and the entering into of the Facility Agreement is in the interests of the Company and its shareholders as a whole. DEFINITIONS In this announcement, the following expressions have the following meanings: Advance Advance Date Business Day Board Borrower Company Director(s) the principal amount advanced to the Borrower on the occasion of each drawing under the Facility the date on which an Advance is made, or is to be made a day (excluding Saturday) on which banks in Hong Kong are open for business the board of Directors Greenheart Resources Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and a subsidiary of the Company Greenheart Group Limited, a company incorporated in Bermuda and listed on the Stock Exchange (stock code: 94) the director(s) of the Company 3

4 Existing Shareholder s Loan Facility Facility Agreement Greenheart Suriname Group Hong Kong Dollars or HK$ Hong Kong Listing Rules Lender Loan the shareholder s loan owing from the Borrower to Silver Mount Group Limited, a direct whollyowned subsidiary of the Company, pursuant to a loan agreement between the Borrower and Silver Mount Group Limited dated 14 May 2008, as supplemented by a first supplemental loan agreement between the Borrower and Silver Mount Group Limited dated 22 November 2010 and a second supplemental loan agreement between the Borrower and Silver Mount Group Limited dated 4 November 2013, in respect of provision of a HK$215 million loan facility the facility to be made available under the Facility Agreement for an amount of US$10,000,000 (equivalent to approximately HK$78,000,000) the facility agreement dated 12 August 2015 entered into between the Lender and the Borrower in respect of the Facility Greenheart (Suriname) N.V., a company incorporated with limited liability in Suriname and an indirect wholly owned subsidiary of the Borrower the Company and its subsidiaries the lawful currency for the time being of Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China the Rules Governing the Listing of Securities on the Stock Exchange Chow Tai Fook Enterprises Limited, a company incorporated in Hong Kong with limited liability and a connected person of the Company the aggregate principal amount drawn and remaining outstanding under the Facility 4

5 Prime Rate US Dollars or US$ Stock Exchange the rate of interest per annum as announced or applied by the Hongkong and Shanghai Banking Corporation Limited (or such other bank as the Lender from time to time select in its absolute discretion) from time to time as its prime interest rate in Hong Kong for lending Hong Kong Dollars to its prime customers the lawful currency for the time being of the United States of America The Stock Exchange of Hong Kong Limited By Order of the Board Greenheart Group Limited Wu Wai Leung, Danny Chief Executive Officer and Executive Director Hong Kong, 12 August 2015 As at the date hereof, the Board comprises two executive Directors, namely Messrs. Wu Wai Leung, Danny and Lim Hoe Pin, three non-executive Directors, namely Messrs. Cheng Chi-Him, Conrad, Tsang On-Yip, Patrick and Simon Murray, and three independent non-executive Directors, namely Messrs. Nguyen Van Tu, Peter, Tang Shun Lam, Steven and Wong Man Chung, Francis. In this announcement, US Dollars is translated into Hong Kong Dollars at the exchange rate of US$1 to HK$7.8. * For identification purposes only 5