CMIC Ocean En Tech : DISCLOSEABLE TRANSACTION - SUBSCRIPTION OF NOTES

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CMIC Ocean En-Tech Holding Co., Ltd.

華商國際海洋能源科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 206)

DISCLOSEABLE TRANSACTION

SUBSCRIPTION OF NOTES

SUBSCRIPTION OF NOTES

The Board is pleased to announce that on 9 December 2019 (after trading hours), the Company entered into the Subscription Agreement in respect of the Subscription, pursuant to which, among other matters, the Company has conditionally agreed to subscribe for or procure the Subscription by its nominee(s) of, and the Issuer has conditionally agreed to issue to the Company or its nominee(s), the Notes in the principal amount of HK$50,000,000 for a term of six months with an interest rate of 5.3% per annum payable on the Maturity Date and the Extended Maturity Date (if applicable).

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Subscription exceeds 5% but is less than 25%, the Subscription constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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SUBSCRIPTION OF NOTES

The Board is pleased to announce that on 9 December 2019 (after trading hours), the Company entered into the Subscription Agreement in respect of the Subscription, pursuant to which, among other matters, the Company has conditionally agreed to subscribe for or procure the Subscription by its nominee(s) of, and the Issuer has conditionally agreed to issue to the Company or its nominee(s), the Notes in the principal amount of HK$50,000,000, details of which are as follows:

The Subscription Agreement
Date	9 December 2019
Parties	(i)	the Issuer, as issuer; and
	(ii)	the Company, as subscriber
Consideration	The Company has agreed to subscribe or procure the
	Subscription by its nominee(s) of the Notes in the principal
	amount of HK$50,000,000 at its face value and shall pay or
	procure that there be paid to or to the order of the Company,
	the subscription price of HK$50,000,000 at Completion.
	The Company will fund the total subscription amount of the
	Notes from its internal resources.
Conditions precedent	The obligations of the parties to the Subscription Agreement
	to effect Completion shall be conditional upon:
	(a)	the warranties under the Subscription Agreement
		being true, accurate and complete in all respects when
		made and remaining true, accurate and complete and
		not misleading as at the Completion Date;

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	(b)	all necessary consents and approvals required to be
		obtained on the part of the Issuer in respect of the
		Subscription Agreement and the transactions
		contemplated hereby having been obtained;
	(c)	all necessary consents and approvals required to be
		obtained on the part of the Company in respect of the
		Subscription Agreement and the transactions
		contemplated hereby having been obtained; and
	(d)	compliance with the disclosure obligation under the
		Listing Rules on the part of the Company and the
		Issuer (if necessary).
	The Company may at any time by notice in writing to the
	Issuer waive the Condition set out in (a) above. The
	Conditions set out in (b), (c) and (d) above are incapable of
	being waived by the Company and the Issuer (as the case
	may be).
Long Stop Date	If the Conditions are not fulfilled on or before the Long Stop
	Date, the Subscription Agreement (save and except for
	clauses relating to notice, cost and expenses, restriction on
	announcements, counterparts and governing law and
	jurisdiction) shall lapse and become null and void and the
	parties hereto shall be released from all obligations
	thereunder (save and except for clauses relating to notice,
	cost and expenses, restriction on announcements,
	counterparts and governing law and jurisdiction), save for
	any liability arising out of any antecedent breaches.
Completion	Completion shall take place on the Completion Date (or
	such other place and/or such other time and/or other date as
	the Company and the Issuer may agree in writing).

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The Notes

Principal terms of the Notes are set out below:

Issuer	China Tonghai International Financial Limited
Principal amount of	HK$50,000,000
the Notes
Interest	5.3% per annum payable on the Maturity Date and the
	Extended Maturity Date (if applicable)
Maturity date	the date falling on the six months of the relevant date of
	issue of the Notes (the "Maturity date") and which can by
	mutual written agreement between the Issuer and the
	Noteholder(s) be extended for another six months (the
	"Extended Maturity Date")
Redemption	Unless previously redeemed or cancelled as mutually agreed
	between the Issuer and the Noteholder(s), the Notes will be
	redeemed at their principal amount on the Maturity Date or
	the Extended Maturity Date.
Events of default	The Instrument contains customary events of default
	provisions which provide that, on the occurrence of certain
	events of default, any Noteholder then outstanding may give
	written notice to the Issuer that such Note immediately
	becomes due and payable at their principal amount together
	(if applicable) with any accrued but unpaid interest.
Default Redemption	If an event of default occurs, any Noteholder may serve (but
	shall not be obliged to), a default redemption notice to the
	Issuer, and, upon the giving of such notice, the Issuer shall
	within 3 Business Days redeem all or such portion of the
	Notes as specified by the relevant Noteholder in the default
	redemption notice.
Transferability	The Notes is transferable subject to prior notification to the
	Issuer, except to connected persons or direct competitors of
	the Issuer. The principal amount of transfer of the Notes
	must be no less than HK$5,000,000 and in multiples of
	HK$1,000,000.

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INFORMATION OF THE PARTIES

Information of the Group

The Company was incorporated in the Cayman Islands with limited liability. The Group is principally engaged in the business of offshore rig asset management and designing, manufacturing, sales and maintaining of rig equipment and oilfield expendables.

Information of the Issuer

The Issuer is a company incorporated in Bermuda with limited liability. It is principally engaged in (i) discretionary and non-discretionary dealing services for securities, futures and options, securities placing and underwriting services, margin financing and money lending services, insurance broking and wealth management services; (ii) corporate finance advisory and general advisory services; (iii) fund management, discretionary portfolio management and portfolio management advisory services; (iv) financial media services; and (v) investing and trading of various investment products.

As at the date of this announcement, to the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Issuer and its ultimate beneficial owners are independent of and not connected with the Company and its connected person(s).

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

The Directors believe that the Subscription is complementary to the Group's development strategy and can provide the Group with an opportunity to balance its investment portfolio and diversify the Group's income sources, as well as to generate stable income for the Group.

The terms and conditions of the Subscription Agreement and the Instrument (including the interest rate of the Notes) are negotiated between the Issuer and the Company on an arm's length basis with reference to the normal prevailing commercial practice and the principal amount of the Notes. Having considered the terms of the Subscription and the Instrument, as well as the stable revenue and cashflow stream expected to be generated by the Notes, the Directors consider that the Subscription is on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Subscription exceed 5% but is less than 25%, the Subscription constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

"Board"	the board of Directors
"Business Day(s)"	a day (other than a Saturday, Sunday or public holiday and
	any day on which a tropical cyclone warning signal no. 8 or
	above is hoisted or remains hoisted between 9:00 a.m. and
	12:00 noon and is not lowered at or before 12:00 noon or on
	which a "black" rainstorm warning signal is hoisted or
	remains in effect between 9:00 a.m. and 12:00 noon and is
	not discontinued at or before 12:00 noon) on which licensed
	banks in Hong Kong are generally open for business
	throughout their normal business hours
"Company"	CMIC Ocean En-Tech Holding Co., Ltd., a company
	incorporated in the Cayman Islands with limited liability
	and the shares of which are listed on the Main Board of the
	Stock Exchange (stock code: 206)
"Completion"	the completion of the Subscription pursuant to the terms and
	conditions of the Subscription Agreement
"Completion Date"	the date on which the Completion occurs, which shall fall
	within three (3) Business Days after the date on which the
	Conditions are fulfilled or, as the case may be, by the Long
	Stop Date
"Condition(s)"	the conditions precedent to the Subscription set out in the
	Subscription Agreement
"connected person(s)"	has the meaning ascribed to it in the Listing Rules
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries

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"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Instrument"	the terms and conditions of the Notes (with such
	amendments thereto as the parties hereto may agree)
"Issuer"	China Tonghai International Financial Limited, a company
	incorporated in Bermuda with limited liability, the shares of
	which are listed on the Main Board of the Stock Exchange
	(stock code: 952)
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Long Stop Date"	31 December 2019
"Notes"	the notes for an aggregate principal amount of
	HK$50,000,000 to be issued by the Issuer pursuant to the
	Subscription Agreement and subject to the provisions of the
	Instrument
"Noteholder(s)"	the holder(s) in whose name the Notes is registered in the
	register of noteholders to be maintained by the Issuer
"PRC"	the People's Republic of China
"Shareholder(s)"	holder(s) of the Shares
"Share(s)"	the ordinary share(s) of HK$0.10 each in the share capital of
	the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subscription"	the subscription of the Notes pursuant to the Subscription
	Agreement

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"Subscription Agreement"	the conditional subscription agreement dated 9 December
	2019 entered into between the Company and the Issuer in
	relation to the Subscription
"U.S."	United States of America
"US$"	United States dollars, the lawful currency of the U.S.
"%"	per cent.
	By Order of the Board
	CMIC Ocean En-Tech Holding Co., Ltd.
	Jiang Bing Hua
	Co-Chairman
Hong Kong, 9 December 2019

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Wang Hongyuan, Mr. Jiang Bing Hua and Mr. Zhang Menggui, Morgan; four non-executive Directors, namely Mr. Lou Dongyang, Mr. Wang Jianzhong, Ms. Fu Rui and Mr. Qian Zewei; and four independent non-executive Directors, namely Mr. Chan Ngai Sang, Kenny, Mr. Zou Zhendong, Mr. Chen Weidong and Mr. Sun Dongchang.

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