On 7 December 2022, Blue River Holdings Limited entered into the Loan Agreement with the Borrower, pursuant to which the Lender agreed to make available to the Borrower the Revolving Loan Facility of up to HKD 150,000,000 at an interest rate of 8.5% per annum. The Revolving Loan Facility can be drawn down at any time within the period of twelve (12) months commencing from the date of the Loan Agreement. Availability period: The period within twelve (12) months commencing from the date of the Loan Agreement. Final repayment: 12 months from the date of the Loan date: outstanding accrued interests and other outstanding sums are due to be re-paid in full by the Borrower to the Lender Repayment: The outstanding loan amount, any outstanding accrued interests and other monies outstanding in connection with the Revolving Loan Facility shall be repaid in full on the Final Repayment Date. Prepayment: The Borrower may prepay all or any part of the outstanding loan amount and the accrued interest thereon on any Business Day prior to the Final Repayment Date without penalty provided that the Borrower has given to the Lender prior written notice one (1) day in advance specifying the amount and date of prepayment. Interest: Interest will accrue on the outstanding loan amount at the interest rate of 8.5% per annum from the date of drawdown of the Revolving Loan Facility and is payable on quarterly basis on the last Business Day of each three months commencing from the date of the
Loan Agreement. Any outstanding accrued interests shall be fully paid on the Final Repayment Date. Undertaking: The Borrower has undertaken to the Lender that throughout the continuance of the Loan Agreement and so long as any sum remains owing thereunder that the Borrower will not, unless the Lender otherwise agrees in writing, create or attempt or agree to create or permit to arise or exist any charge or other encumbrances on 32% interest of the issued share capital of SHOG Creation Limited (which holds 19.89% of the issued share capital of Oshidori International Holdings Limited whose shares are listed on the Stock Exchange as at the date of this announcement) held by it or sell or agree to sell or otherwise dispose of these shares. Purpose: All the proceeds drawn under the Revolving Loan Facility will be solely used as the general work capital of the Borrower.