Eternity Investment : DISCLOSEABLE TRANSACTION PROVISION OF FINANCIAL ASSISTANCE (in PDF)

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ETERNITY INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 764) DISCLOSEABLE TRANSACTION PROVISION OF FINANCIAL ASSISTANCE PROVISION OF FINANCIAL ASSISTANCE

The Board announces that, on 23 January 2017 (after trading hours of the Stock Exchange), the Loan Agreement was entered into between Hong Kong Builders as lender and Customer AC as borrower. Pursuant to the Loan Agreement, Hong Kong Builders has conditionally agreed to grant the Facilities of up to a principal amount of HK$75.00 million to Customer AC for a term of 24 months from the date on which the Loan Agreement becoming unconditional.

The principal terms and conditions of the Loan Agreement are set out in the section headed "The Loan Agreement" in this announcement.

LISTING RULES IMPLICATIONS

As Customer AC and Customer V are parties connected and the 2015 Loan Agreement is still in force and effect as at the date of the Loan Agreement, the grant of Facilities under the Loan Agreement is aggregated with the 2015 Facilities granted under the 2015 Loan Agreement in accordance with Rule 14.22 of the Listing Rules.

As two of the relevant applicable percentage ratios (as defined under the Listing Rules) in respect of the grant of the Facilities under the Loan Agreement and the 2015 Facilities granted under the 2015 Loan Agreement when aggregated are more than 5% but less than 25%, the grant of the Facilities under the Loan Agreement and the 2015 Facilities granted under the 2015 Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is only subject to the announcement requirement of the Listing Rules.

PROVISION OF FINANCIAL ASSISTANCE

The Board announces that, on 23 January 2017 (after trading hours of the Stock Exchange), the Loan Agreement was entered into between Hong Kong Builders as lender and Customer AC as borrower. Pursuant to the Loan Agreement, Hong Kong Builders has conditionally agreed to grant the Facilities of up to a principal amount of HK$75.00 million to Customer AC for a term of 24 months from the date of the Loan Agreement becoming unconditional.

The Loan Agreement

The principal terms and conditions of the Loan Agreement are summarised as follows: Date : 23 January 2017

Lender : Hong Kong Builders, a licensed money lender in Hong Kong

Borrower : Customer AC

Principal amount of the Facilities

: Up to HK$75.00 million

Interest rate : 8.00% per annum, payable quarterly

Default interest rate : 8.00% per annum on overdue sums, including outstanding principal

amount of the Loan, interest and other amounts payable under the Loan Agreement, from the due date until payment in full.

Security : No security will be provided by Customer AC.

Availability period : 24 months from the date on which the Loan Agreement becoming

unconditional.

If (i) Customer AC has not made the first drawing of the Facilities for 90 days (or such other number of days as Customer AC and Hong Kong Builders may agree in writing) after the commencement of the availability period; or (ii) Customer AC has not made a drawing for 15 days (or such other number of days as Customer AC and Hong Kong Builders may agree in writing) after Customer AC has repaid all the principal amount of the Loan, the interest accrued thereon and all other outstanding amounts under the Loan Agreement to Hong Kong Builders, the Facilities shall automatically be cancelled and no longer be available for drawing.

Final repayment date : The date falling 24 months after the date on which the Loan Agreement becoming unconditional.

Repayment : Customer AC shall repay the outstanding principal amount of the

Loan in full together with any accrued and unpaid interest in one lump sum on the final repayment date.

Prepayment : Customer AC may prepay to Hong Kong Builders the whole or any

part of the outstanding principal amount of the Loan before the final repayment date provided that (i) Customer AC shall have given to Hong Kong Builders not less than one business day's prior written notice specifying the amount to be prepaid and the date on which prepayment is to be made, and (ii) Customer AC shall, on the date of prepayment, pay to Hong Kong Builders all accrued interest on the amount prepaid.

Re-borrowing and drawing : Any amounts prepaid by Customer AC before the final repayment

date shall be available for re-borrowing and drawing provided that the aggregate outstanding principal amount of the Loan shall not exceed HK$75.00 million.

Conditions precedent : The Loan Agreement is conditional upon the fulfillment of the

following conditions:

1. the publication of an announcement of the Company in relation to the Loan Agreement and the transactions contemplated thereunder in compliance with Chapter 14 of the Listing Rules;

2. all representations and warranties made by Customer AC in the Loan Agreement or in connection therewith being true and correct with the same effect as though made on and as of the date of drawing with reference to the facts and circumstances then subsisting;

3. no event of default having occurred and no potential event of default having occurred (or being likely to occur as a result of the Loan being made); and

4. Hong Kong Builders having received and found satisfactory such additional information and documents relating to Customer AC as Hong Kong Builders may reasonably require.

Long stop date : 10 February 2017 (or such later date as Hong Kong Builders and Customer AC may agree in writing).

Funding of the Facilities

The Facilities will be financed by the internal resources of the Company.

Information on Customer AC

Customer AC is an individual who is a merchant.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquires, Customer AC is a third party independent of the Company and its connected persons (as defined under the Listing Rules).

Financial assistance transaction with a party connected with Customer AC in the past 12 months prior to the date of the Loan Agreement

On 30 November 2015, Hong Kong Builders as lender and Customer V, who is the wife of Customer AC, as borrower entered into a loan agreement (the "2015 Loan Agreement") relating to the grant of facilities of up to a principal amount of HK$100.00 million (the "2015 Facilities") for a term of 24 months from the date on which the 2015 Loan Agreement becoming unconditional. As at the date of the Loan Agreement, the 2015 Loan Agreement is still in force and effect.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquires, Customer V is a third party independent of the Company and its connected persons (as defined under the Listing Rules).

Information on the Group and Hong Kong Builders

The Company is an investment holding company and its subsidiaries are principally engaged in distribution of films, sub-licensing of film rights, sale of financial assets, property investment, money lending, design and sale of jewelry products, and sale of precious stones.

Hong Kong Builders is a money lender licensed in Hong Kong under the provisions of the Money Lenders Ordinance. Hong Kong Builders conducts money lending business in Hong Kong through the provision of secured and unsecured loans to customers.

Reasons for and benefits of the grant of the Facilities under the Loan Agreement

As money lending is one of the principal activities of the Group, the grant of the Facilities under the Loan Agreement to Customer AC is in the ordinary and usual course of business of the Group.

The terms of the Loan Agreement are negotiated on an arm's length basis between Hong Kong Builders and Customer AC. The Directors are of the view that the terms of the Loan Agreement are on normal commercial terms. Given that a stable interest income is generated from the Loan during the term of the Loan Agreement, the Directors consider that the grant of Facilities under the Loan Agreement is fair and reasonable and in the interests of the Company and its shareholders as a whole.