Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
*
(Incorporated in Bermuda with limited liability and registered by way of continuation in the Cayman Islands) (Stock code: 2232)
MAJOR TRANSACTIONS IN RELATION TO FACTORING PROGRAMMES FOR CUSTOMERS' RECEIVABLESA letter from the Board is set out on pages 5 to 16 of this circular.
The Transactions have been approved by way of written Shareholders' approval pursuant to Rule
14.44 of the Listing Rules in lieu of a general meeting of the Company. This circular is being despatched to the Shareholders for information only and no Shareholders' meeting will be held.
* For identification purposes only
30 September 2025
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the BoardIntroduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Factoring Programmes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Financial Effect of Factoring Programmes and Use of Proceeds 10
Information on the Parties 11
Reasons for and Benefits of Entering into the Factoring Programmes 12
Listing Rules Implications 13
Written Shareholders' Approval and Recommendations 15
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Board" the board of directors of the Company
"Citibank" Citibank, N.A., and where the context requires, its branches, subsidiaries and affiliates
"Company" Crystal International Group Limited, a company incorporated in Bermuda with limited liability and registered by way of continuation in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Hong Kong Stock Exchange
"Customers" the customers of the Group
"Director(s)" the director(s) of the Company
"Factoring Agreement" a framework agreement governing a Factoring Programme
"Factoring Programme" a factoring programme for customers' receivables joined by
a Relevant Subsidiary with a Financial Institution
"Financial Institutions" collectively, Citibank, HSBC, IFC, MUFG, RBS and
Standard Chartered, and each a "Financial Institution"
"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited "HSBC" collectively, HSBC-HK and HSBC-US
"HSBC-HK" The Hongkong and Shanghai Banking Corporation Limited, and where the context requires, its branches, subsidiaries and affiliates
"HSBC-US" HSBC Bank USA, N.A., and where the context requires, its branches, subsidiaries and affiliates
"IFC" International Finance Corporation, and where the context requires, its branches, subsidiaries and affiliates
"Latest Practicable Date" 24 September 2025, being the latest practicable date prior to
the printing of this circular for ascertaining certain information in this circular
"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
"Model Code" the Model Code for Securities Transactions by Directors of Listed Issuers
"Mr. Andrew LO" Mr. LO Ching Leung Andrew
"Mr. Dennis WONG" Mr. WONG Sing Wah
"Mr. Frankie WONG" Mr. WONG Chi Fai
"Mr. Howard LO" Mr. LO Howard Ching Ho
"Mr. Kenneth LO" Mr. LO Lok Fung Kenneth
"Mr. Mark LEE" Mr. LEE Kean Phi Mark
"Mrs. Yvonne LO" Mrs. LO CHOY Yuk Ching Yvonne
"MUFG" MUFG Bank, Ltd., and where the context requires, its branches, subsidiaries and affiliates
"NYSE" the New York Stock Exchange
"percentage ratios" has the meaning ascribed to it under Rule 14.07 of the
Listing Rules
"Previous Discloseable Transactions"
has the meaning ascribed to it in the section headed "Letter from the Board - 3. Factoring Programmes - (a) Previous Transactions" in this circular
"Previous Major Transactions" has the meaning ascribed to it in the section headed "Letter
from the Board - 3. Factoring Programmes - (a) Previous Transactions" in this circular
"Previous Transactions" collectively, the Previous Discloseable Transactions and the
Previous Major Transactions
"RBS" The Royal Bank of Scotland plc, and where the context requires, its branches, subsidiaries and affiliates
"Relevant Period" the period from 18 February 2020 to 31 August 2025
"Relevant Subsidiary" a subsidiary of the Company which enters into a Factoring
Agreement
"SCBHK" Standard Chartered Bank (Hong Kong) Limited, and where the context requires, its branches, subsidiaries and affiliates
"SCBSG" Standard Chartered Bank (Singapore) Limited, and where the context requires, its branches, subsidiaries and affiliates
"SFO" the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time
"Share(s)" ordinary share(s) of HK$0.01 each in the issued capital of the Company or if there has been a subsequent subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company
"Shareholder(s)" holder(s) of Share(s)
"SOFR" term secured overnight financing rate
"Standard Chartered" collectively, SCBHK and SCBSG
"Transactions" the transactions under the Factoring Programmes
"TRFVOCI" trade receivables at fair value through other comprehensive income
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Crystal International Group Ltd. published this content on September 29, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on September 29, 2025 at 22:54 UTC.
