BOCOM International : DISCLOSEABLE TRANSACTION PROVISION OF FACILITY

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.

BOCOM INTERNATIONAL HOLDINGS COMPANY LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 3329)

DISCLOSEABLE TRANSACTION

PROVISION OF FACILITY

PROVISION OF FACILITY

On 17 March 2020 (after trading hours), the Company (as the sole original lender, the arranger, the agent and the security agent) entered into the Facility Agreement with the Borrower pursuant to which the Company agreed to provide to the Borrower the Facility in the principal amount of US$23,700,000.

LISTING RULE IMPLICATIONS

The provision of the Facility pursuant to the Facility Agreement constitutes financial assistance provided by the Company under Rule 14.04(1)(e) of the Listing Rules. As the highest applicable percentage ratio in relation to the provision of the Facility is less than 25% but more than 5%, the Facility constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

On 17 March 2020 (after trading hours), the Company (as the sole original lender, the arranger, the agent and the security agent) entered into the Facility Agreement with the Borrower pursuant to which the Company agreed to provide to the Borrower the Facility in the principal amount of US$23,700,000.

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FACILITY AGREEMENT

The principal terms of the Facility Agreement are set out as follows:

Date	:	17 March 2020
Parties	:	1. The Company (as the sole original lender, the arranger,
			the agent and the security agent); and
		2.	The Borrower.
Maximum principal	:	US$23,700,000
amount of the Facility
Principal amount of the	: The	amount actually withdrawn by the Borrower, but not
Loan		exceeding the maximum principal amount of the Facility.
Interest rate	: 7.5% per annum, payable every three months (or any other
		duration agreed between the Borrower and the Company),
		with the first interest period commencing on the Utilisation
		Date applicable to the relevant Loan and each subsequent
		interest period commencing on the expiry of the preceding
		interest period.
Upfront fee	:	The Borrower shall pay the Company an upfront fee of
		US$355,500 in three equal instalments on the dates specified
		in the Facility Agreement.
Repayment	:	The Borrower shall repay the Loan in full on the Final
		Maturity Date.
Purpose	:	The Loan shall be applied by the Borrower towards: (i)
		repayment of existing shareholder loans in an amount as
		specified by the Facility Agreement; (ii) payment of fees, costs
		and expenses due and payable in connection with, among
		others, the Facility Agreement; and (iii) funding the minimum
		interest reserve amount as specified by the Facility Agreement
		to the Designated Account.
Voluntary and mandatory	: Prepayment of the whole or part of the Loan by the Borrower
prepayment		can be made provided that the Borrower gives the Company
		not less than 30 business days' but no more than 60 business
		days' prior notice.

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The Borrower is required to prepay in whole or in part the Loan if any of the mandatory prepayment events as specified in the Facility Agreement takes place.

Unless otherwise provided in the Facility Agreement, if a Loan or any part thereof is prepaid by the Borrower during the Make-whole Period, the Borrower shall pay to the Company an amount equal to the make whole amount computed in accordance with the Facility Agreement on the applicable prepayment date.

If the Borrower fails to make any prepayment in accordance with the Facility Agreement on the applicable prepayment date and an event of default as specified in the Facility Agreement occurs, the Borrower shall pay to the Company the acceleration fee computed in accordance with the Facility Agreement on the date on which the Loan is repaid.

If no make whole amount or acceleration fee is payable, the Borrower is also required to pay to the Company break costs if a Loan or any part thereof is prepaid otherwise than on the last day of any interest period applicable to it.

Security

: The Loan is secured by:

1. the Parent Share Charge;
2. the Holdco Share Charge;
3. the Borrower Share Charge;
4. the Propco Equity Pledge;
5. the Master Lessee Equity Pledge;
6. the Borrower Debenture;
7. the Property Mortgage;
8. the Pledge of Deposit; and
9. the Subordination Deed.

Internal resources of the Group will be used to fund the Loan to be provided by the Company.

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INFORMATION OF THE COMPANY AND THE GROUP

The Company is a company incorporated under the laws of Hong Kong and is principally engaged in the business of investment holding. The Group is engaged in securities brokerage and margin financing, corporate finance and underwriting, investment and loans, asset management and advisory business. The principal activities of the Group are to carry out regulated activities under the SFO through its licensed subsidiaries. The regulated activities carried out by the Company's licensed subsidiaries include dealing in securities and futures and advising on securities and futures contracts, providing securities margin financing, advising on corporate finance and providing asset management services.

INFORMATION OF THE BORROWER, HOLDCO, PARENT, PARENT HOLDCOS, PROPCO, MASTER LESSEE AND SPONSORS

The Borrower is a company incorporated with limited liability under the laws of Hong Kong whereas each of the Holdco and the Parent is a company incorporated with limited liability under the laws of the British Virgin Islands. Each of the Borrower, the Holdco and the Parent is principally engaged in the business of investment holding. The Borrower is a direct wholly- owned subsidiary of the Holdco, which in turn, is a direct wholly-owned subsidiary of the Parent.

Each of the Parent Holdco A and Parent Holdco B is a company incorporated with limited liability under the laws of the British Virgin Islands. Both the Parent Holdco A and Parent Holdco B are principally engaged in the business of investment holding. The Parent Holdcos jointly own the Parent.

The Propco is a company established with limited liability under the laws of the People's Republic of China and is principally engaged in the business of property rental. It is wholly- owned by the Borrower.

The Master Lessee is a company established with limited liability under the laws of the People's Republic of China and is principally engaged in the business of property rental. It is a direct wholly-owned subsidiary of the Propco.

Sponsor A is an exempted company with limited liability incorporated under the laws of the Cayman Islands whereas Sponsor B is an exempted limited partnership established under the laws of Guernsey. Both Sponsor A and Sponsor B are principally engaged in the business of investment holding. Sponsor A is a majority shareholder of the Parent Holdco A whereas Sponsor B is a majority shareholder of the Parent Holdco B.

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To the best of the Directors' knowledge, information and belief having made all reasonable enquires, the Borrower, the Holdco, the Parent, the Parent Holdcos, the Propco and the Sponsors, and their respective ultimate beneficial owner(s), are third parties independent of the Company and connected persons of the Company.

REASONS FOR AND BENEFITS OF THE PROVISION OF FACILITY

The provision of the Facility is in the ordinary and usual course of business of the Group. The terms of the Facility Agreement (including the interest rate) were arrived at by the parties thereto after arm's length negotiations, with reference to prevailing commercial practice and the amount of the Facility. Having considered the financial background of the Borrower and the interest income and upfront fee to be received by the Group, the Directors consider that the terms of the Facility Agreement are fair and reasonable and the provision of the Facility is in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

The provision of the Facility pursuant to the Facility Agreement constitutes financial assistance provided by the Company under Rule 14.04(1)(e) of the Listing Rules. As the highest applicable percentage ratio in relation to the provision of the Facility is less than 25% but more than 5%, the Facility constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

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

"Board"	the board of Directors
"Borrower"	Cepheus Property Holding Company Limited, a company
	incorporated with limited liability under the laws of Hong Kong
"Borrower Debenture"	the debenture to be made between the Borrower as chargor and the
	Company as chargee in respect of the assets of the Borrower on or
	about the Utilisation Date
"Borrower Share Charge"	the share charge to be entered into between the Holdco as chargor
	and the Company as chargee in respect of 100% issued share capital
	of the Borrower on or about the Utilisation Date

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"Company"	BOCOM International Holdings Company Limited, a company
	incorporated in Hong Kong with limited liability, the issued shares
	of which are listed on the Main Board of the Stock Exchange (stock
	code: 3329)
"connected person"	has the same meaning as ascribed to it under the Listing Rules
"Designated Account"	an account opened with the bank as specified under the Facility
	Agreement for, among others, receiving the Loan and reserving
	funds in relation to the Borrower's debt servicing obligations under
	the Facility Agreement
"Director(s)"	the director(s) of the Company
"Facility"	the term loan facility in the principal amount of US$23,700,000
	made available under the Facility Agreement
"Facility Agreement"	the facility agreement entered into between the Company (as the
	sole original lender, the arranger, the agent and the security agent)
	and the Borrower on 17 March 2020 in relation to the provision
	of the Facility
"Final Maturity Date"	the date falling 36 months after the first Utilisation Date
"Group"	the Company and its subsidiaries
"Holdco"	Crux Property Holdings Company Limited, a company incorporated
	with limited liability under the laws of the British Virgin Islands
"Holdco Share Charge"	the share charge to be entered into between the Parent as chargor
	and the Company as chargee in respect of 100% issued share capital
	of the Holdco on or about the Utilisation Date
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Loan"	any loan made or to be made under the Facility Agreement or the
	principal amount outstanding for the time being of that loan
"Make-whole Period"	the period from and including the first Utilisation Date to but
	excluding the first anniversary of the first Utilisation Date
"Master Lessee"	Shanghai De Yin Property Management Company Limited* 上海
	德寅物業管理有限公司, a company established with limited liability
	under the laws of the People's Republic of China

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"Master Lessee Equity	the equity pledge to be entered into between the Propco as pledgor
Pledge"	and the Company as pledgee in respect of all of the equity interests
	in the Master Lessee on or about the Utilisation Date
"Parent"	Aldrich Holdings Limited, a company incorporated with limited
	liability under the laws of the British Virgin Islands
"Parent Holdco A"	Traywood Holdings Limited, a company incorporated with limited
	liability under the laws of the British Virgin Islands
"Parent Holdco B"	Gemini Property Holdings Company Limited, a company
	incorporated with limited liability under the laws of the British
	Virgin Islands
"Parent Holdcos"	Parent Holdco A and Parent Holdco B
"Parent Share Charge"	the share charge to be entered into between Parent Holdcos as
	chargor and the Company as chargee in respect of 100% issued share
	capital of the Parent on or about the Utilisation Date
"percentage ratio"	has the same meaning as ascribed to it under the Listing Rules
"Pledge of Deposit"	the pledge to be entered into between the Borrower as pledgor
	and the Company as pledgee in respect of all the Borrower's
	monetary right, title, claim and interest under certain amounts in
	the Designated Account on or about the Utilisation Date
"Propco"	Shanghai De Jia Property Management Company Limited* 上海德
	甲物業管理有限公司, a company established with limited liability
	under the laws of the People's Republic of China
"Propco Equity Pledge"	the equity pledge to be entered into between the Borrower as pledgor
	and the Company as pledgee in respect of all of the equity interests
	in the Propco on or about the Utilisation Date
"Property Mortgage"	the mortgage to be entered into between the Propco as mortgagor
	and the Company as mortgagee in respect of certain properties
	located in Shanghai on or about the Utilisation Date
"SFO"	the Securities and Futures Ordinance (Cap. 571 of the Laws of
	Hong Kong)
"Shareholder(s)"	holder(s) of the ordinary shares of the Company

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"Sponsor A"	Nova Property Investment Co., Ltd., an exempted company with
	limited liability incorporated under the laws of the Cayman Islands
"Sponsor B"	InfraRed NF China Real Estate Fund II (A) L.P., an exempted
	limited partnership established under the laws of Guernsey
"Sponsors"	Sponsor A and Sponsor B
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subordination Deed"	The deed of subordination and assignment to be entered into, among
	others, the Borrower, the Holdco, the Parent and the Company on
	or about the Utilisation Date
"US$"	United States dollars, the lawful currency of United States of
	America
"Utilisation Date"	the date on which a Facility is utilised
"%"	per cent.

• For identification purpose only.

By Order of the Board

BOCOM International Holdings Company Limited

YI Li

Joint Company Secretary

Hong Kong, 17 March 2020

As at the date of this announcement, the Board comprises Mr. TAN Yueheng and Mr. CHENG Chuange as Executive Directors; Mr. WANG Yijun, Ms. LIN Zhihong and Mr. SHOU Fugang as Non-executive Directors; Mr. TSE Yung Hoi, Mr. MA Ning and Mr. LIN Zhijun as Independent Non-executive Directors.

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