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.

Future Bright Holdings Limited

佳 景 集 團 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 703)

ANNOUNCEMENT PURSUANT TO RULE 13.18 OF THE LISTING RULES

This announcement is made by Future Bright Holdings Limited ("Company") pursuant to Rule 13.18 of the Listing Rules.

On 13 March 2020, Bank of China Limited, Macau Branch ("Lender") has informed Hou Wan Group Company Limited ("Borrower"), a wholly-owned subsidiary of the Company, that it has agreed to extend to the Borrower an existing bank overdraft facility with a maximum facility of HK$38.83 million (equivalent to MOP40.0 million ("Facility") under existing banking facility agreement ("Facility Agreement") for a further period from 21 April 2020 to 21 April 2021, under which the Facility Agreement imposes a covenant relating to specific performance of the Controlling Shareholder (as defined below) and his associates.

This announcement is made by the Company pursuant to Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules").

The board of directors of the Company announces that on 13 March 2020, the Lender has informed the Borrower that it has agreed to extend the Facility for a further period from 21 April 2020 to 21 April 2021 on the same terms. The Facility is a bank overdraft facility with a maximum facility of approximately HK$38.83 million (equivalent to approximately MOP40.0 million).

Under the Facility Agreement, a specific performance covenant is imposed on Mr. Chan Chak Mo (being the controlling shareholder of the Company "Controlling Shareholder") and his associates together to hold not less than 37% equity interest holding of the Company. Failure to comply with the aforesaid covenant by the Controlling Shareholder and his associates will constitute an event of default under the Facility Agreement, and the Lender shall have the right to declare the Facility to be cancelled and/or all or part of outstanding amounts under the Facility, together with accrued interest and all other sums payable to be immediately due and payable.

  • For identification purpose only

- 1 -

As previously announced in the Company's 2019 interim report, the total outstanding loans of the Company and its subsidiaries, with such similar specific performance covenant on the Controlling Shareholder and his associates were some HK$471.3 million under various loan documents with the Lender as at 30 June 2019.

If there is such a breach of under the Facility Agreement, it would also amount to a breach under other loan documents with the Lender and the other lending bank with the Company containing a similar specific performance covenant on the Controlling Shareholders and his associates whereby the Lender and the other lending bank with the Company will have a right to declare all the relevant loans (together with any sum and accrued interest payable) to become immediately due and payable.

As of the date of this announcement, the Controlling Shareholder and his associates together hold 41.31% of the existing issued share capital of the Company. The Company will continue to comply with its disclosure requirement and reporting obligations under the Listing Rules for so long as circumstances giving rise to such obligation continue to exist.

By order of the Board of

Future Bright Holdings Limited

Chan See Kit, Johnny

Chairman

Hong Kong, 13 March 2020

As at the date hereof, the members of the board of directors of the Company comprise (i) Mr. Chan Chak Mo, the Managing Director, (ii) Mr. Chan See Kit, Johnny, the Chairman and executive Director, (iii) Mr. Lai King Hung, the deputy Chairman and executive Director,

  1. Ms. Leong In Ian, the executive Director and (v) Mr. Cheung Hon Kit, Mr. Yu Kam Yuen, Lincoln and Mr. Chan Pak Cheong Afonso, the independent non-executive Directors.

- 2 -

Attachments

  • Original document
  • Permalink

Disclaimer

Future Bright Holdings Limited published this content on 13 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 March 2020 10:22:10 UTC