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. NATIONAL UNITED RESOURCES HOLDINGS LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 254) DISCLOSEABLE TRANSACTION PROVISION OF FINANCIAL ASSISTANCE TO AN AFFILIATED COMPANY AND ANNOUNCEMENT PURSUANT TO RULE 13.16 OF THE LISTING RULES PROVISION OF FINANCIAL ASSISTANCE TO AN AFFILIATED COMPANY On 29 January 2015, the Company entered into the Counter Guarantee with Qingdao Construction, pursuant to which the Company agreed to counter-guarantee Qingdao Construction for 25% of all liabilities and expenses which may be incurred by Qingdao Construction under the Guarantee, such percentage represents the Company s equity interest in the JV Company. 1
LISTING RULES IMPLICATION As certain applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the amount of the Counter Guarantee are more than 5% but less than 25%, the provision of the Financial Assistance constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules. DISCLOSURE PURSUANT TO RULE 13.16 OF THE LISTING RULES This announcement is also made pursuant to Rule 13.16 of the Listing Rules as the Counter Guarantee given for facilities granted to the JV Company, an affiliated company of the Company as defined under Rule 13.11(2) of the Listing Rules, had exceeded 8% of the assets ratio as defined under Rule 14.07(1) of the Listing Rules. BACKGROUND On 29 January 2015, the Company entered into the Counter Guarantee with Qingdao Construction, pursuant to which the Company agreed to counter-guarantee Qingdao Construction for 25% of all liabilities and expenses which may be incurred by Qingdao Construction under the Guarantee in respect of the Facility of principal amount up to RMB350,000,000 (equivalent to approximately HK$434,350,000), such percentage represents the Company s equity interest in the JV Company, to be provided by the Bank under the Domestic Factoring Agreement to the JV Company. Upon the request of Qingdao Construction, each of the other equity holders of the JV Company agreed to provide a pro-rata counter guarantee to Qingdao Construction in respect of the Guarantee such that the liabilities arising from the Guarantee will be shared among all the equity holders of the JV Company. A guarantee fee of RMB154,119.69 (equivalent to approximately HK$191,263) was payable by the JV Company to the Company for the provision of the Counter Guarantee. To the best of the Director s knowledge, information and belief, having made all reasonable enquiries, each of the Bank and its ultimate beneficial owner is an Independent Third Party. 2
THE COUNTER GUARANTEE DATED 29 JANUARY 2015 Principal terms of the Counter Guarantee are summarised below: Date : 29 January 2015 Parties: : (1) the Company as the guarantor; and (2) Qingdao Construction as the beneficiary. Qingdao Construction is a state-owned enterprise directly under the Qingdao municipal government and engaged in the development and construction of urban and rural infrastructure and tourism. To the best of the Director s knowledge, information and belief, having made all reasonable enquiries, apart from being a joint venture partner of the Company, each of Qingdao Construction and its ultimate beneficial owner(s) is an Independent Third Party. Amount guaranteed : Pursuant to the terms of the Counter Guarantee, the Company shall indemnify Qingdao Construction for up to 25% of all liabilities and expenses which may be incurred by Qingdao Construction under the Guarantee (i.e. RMB87,500,000 (equivalent to approximately HK$108,587,500) together with any interests, penalty, compensation and related fees and expenses which may be payable by Qingdao Construction under the Guarantee. Counter Guarantee period : From the commencement date of the Counter Guarantee to two years after the expiry of the Domestic Factoring Agreement. 3
TERMS OF THE FACILITY Principal terms of the Facility under the Domestic Factoring Agreement are summarised below: Facility amount : Factoring facility of up to RMB350,000,000 (equivalent to approximately HK$434,350,000). Factoring arrangement : Pursuant to the Domestic Factoring Agreement and subject to fulfilment of certain conditions pursuant to the terms of the Domestic Factoring Agreement, the JV Company shall assign the account receivables arising from the provision of services, sale of goods or leasing of assets to the Bank in return for factoring facilities pursuant to the arrangement set out in the Domestic Factoring Agreement and with a maximum amount of facilities of up to RMB350,000,000 (equivalent to approximately HK$434,350,000). Availability period: : A period of up to five years commencing from the effective date of the Domestic Factoring Agreement. Guarantee by Qingdao Construction : Qingdao Construction agreed to execute the Guarantee in favour of the Bank to guarantee the obligations and liabilities of the JV Company under the Domestic Factoring Agreement. The Facility is fully secured by Qingdao Construction executing the Guarantee in favour of the Bank. REASONS FOR AND BENEFITS OF THE PROVISION OF THE FINANCIAL ASSISTANCE The Group is principally engaged in coking coal trading business, outdoor media advertising and media related services. 4
The JV Company is owned as to 51% by Qingdao Construction, 25% by the Company, 12% by (Beijing Longyuan Taifu Investment Development Co., Limited*) ( Beijing Partner ) and 12% by (Shanghai Luoyou Investment Management Co., Limited*) ( Shanghai Partner ). Apart from being the joint venture partners of the Company, each of Beijing Partner and Shanghai Partner is an Independent Third Party. The scope of business of the JV Company includes leasing business (excluding financial leasing), operational leasing business, purchase of lease assets from the PRC and overseas, residual value handling of lease assets, economic information advisory and leasing advisory, and other businesses approved by regulatory authorities. As the JV Company is accounted for as an associate of the Company, it is fair and reasonable that the Company provides a several guarantee pro rata to the percentage of its equity interest in the JV Company to facilitate the obtaining of the Facility by the JV Company for its business operation and further business development and thus bringing better investment returns for the Company as one of its equity holders. Given that the Facility is provided by a licensed bank in the PRC on normal commercial terms, and the Counter Guarantee only gives Qingdao Construction a back-to-back guarantee in respect of Qingdao Construction s obligations under the Guarantee pro-rata to the percentage of the Company s equity interest in the JV Company, the Directors consider that the terms and conditions of the Counter Guarantee to be fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATION As certain applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the amount of the Counter Guarantee are more than 5% but less than 25%, the provision of the Financial Assistance constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules. 5
DISCLOSURE PURSUANT TO RULE 13.16 OF THE LISTING RULES This announcement is also made pursuant to Rule 13.16 of the Listing Rules as the Counter Guarantee given for facilities granted to the JV Company, an affiliated company of the Company as defined under Rule 13.11(2) of the Listing Rules, had exceeded 8% of the assets ratio as defined under Rule 14.07(1) of the Listing Rules. DEFINITIONS In this announcement, unless the context otherwise requires, the following words and phrases have the following meanings: Bank Bank of Communications Co., Ltd., Qingdao branch, a financial institution established in the PRC Board the board of Directors Company National United Resources Holdings Limited, a company incorporated in Hong Kong with limited liability, the issued Shares of which are listed on the main board of the Stock Exchange connected person(s) has the meaning ascribed to it under the Listing Rules Counter Guarantee the counter-guarantee agreement dated 29 January 2015 executed by the Company in favour of Qingdao Construction as beneficiary Director(s) director(s) of the Company Domestic Factoring Agreement the disclosed recourse domestic factoring agreement issued by the Bank, pursuant to which the Bank would issue up to RMB350,000,000 factoring finance funds to the JV Company 6
Facility the factoring finance funds of principal amount up to RMB350,000,000 to be issued by the Bank to the JV Company pursuant to the Domestic Factoring Agreement Financial Assistance the financial assistance indirectly provided by the Company to the JV Company by way of the Counter Guarantee Group the Company and its subsidiaries Guarantee the guarantee to be executed by Qingdao Construction in favour of the Bank as beneficiary in respect of the Facility Hong Kong the Hong Kong Special Administrative Region of the PRC Independent Third Party(ies) any person(s) or company(ies) and their respective ultimate beneficial owner(s), to the best of the Directors knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected person(s) JV Company (Qingdao Urban and Rural Construction Leasing Co., Limited*), a company established in the PRC with limited liability, and as at the date of this announcement, its equity interests are owned as to 25% by the Company Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange PRC the People s Republic of China, and for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Qingdao Construction (Qingdao City Construction Investment Group Co., Limited*), a company established in the PRC with limited liability 7
Share(s) ordinary share(s) in the share capital of the Company Shareholder(s) holder(s) of the Share(s) Stock Exchange The Stock Exchange of Hong Kong Limited HK$ Hong Kong dollars, the lawful currency of Hong Kong RMB Renminbi, the lawful currency of the PRC % per cent * In this announcement, the English names of the PRC entities are translation of their Chinese names, and are included herein for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail. By Order of the Board National United Resources Holdings Limited Yang Fan Chairman Hong Kong, 29 January 2015 As at the date of this announcement, the executive Directors are Mr. Yang Fan (Chairman), Mr. Lo Ka Wai, Mr. Aminbuhe, Mr. Feng Yongming and Mr. Tang Lap Chin, Richard, the non-executive Director is Ms. Mou Ling and the independent non-executive Directors are Mr. Wang Qun, Mr. Chow Hiu Tung and Dr. Yang Zhi Shu. For the purpose of this announcement, conversion of RMB into HK$ is based on the exchange rate of RMB1.00 to HK$1.241. Such exchange rate has been used, where applicable, for the purposes of illustration only and do not constitute a representation that any amounts were or may have been exchanged at this or any other rates at all. 8