First Credit Finance : Proposed Issue of Notes; and Connected Transaction - Payment of Placing Commission

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(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8215) PROPOSED ISSUE OF NOTES; AND CONNECTED TRANSACTION - PAYMENT OF PLACING COMMISSION

The Board announces that after trading hours on 20 June 2017, the Company as issuer and the Placing Agent as placing agent entered into the Placing Agreement, pursuant to which the Placing Agent has conditionally agreed to act as placing agent of the Company and to procure, on a best endeavour basis during the Placing Period, Placee(s) to subscribe for the Notes at the Placing Price in an aggregate principal amount of up to HK$100,000,000 maturing on the day immediately preceding the second anniversary of the issue date of the Notes (or where such day is not a Business Day, the immediately following Business Day).

As the Placing Agent is an associate of Convoy Collateral Limited, a substantial shareholder of the Company, the Placing Agent is a connected person of the Company and the payment of the Placing Commission by the Company to the Placing Agent under the Placing constitutes a connected transaction for the Company under Chapter 20 of the GEM Listing Rules.

As the applicable percentage ratios (as defined under Chapter 20 of the GEM Listing Rules) for the payment of the Placing Commission under the Placing, when aggregated with the amount of the placing commission paid to the Placing Agent under the 4.5% Notes Placing, are less than 5%, the payment of the Placing Commission under the Placing is exempt from the circular, independent financial advice and shareholders' approval requirements under the GEM Listing Rules and is only subject to the reporting and announcement requirements under Chapter 20 of the GEM Listing Rules.

Shareholders and potential investors should note that under the Placing Agreement, the Placing is undertaken on a best endeavour basis and the Closing(s) is/are subject to the fulfilment of the conditions precedent as set out in the paragraph headed "Conditions precedent" in the section headed "The Placing Agreement" below. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

The Board announces that after trading hours on 20 June 2017, the Company as issuer and the Placing Agent as placing agent entered into the Placing Agreement, the details of which are set out below.

THE PLACING AGREEMENT Date

20 June 2017

Parties

Issuer: The Company

Placing Agent: Convoy Asset Management Limited

Placees

The Placing Agent has conditionally agreed to act as placing agent of the Company and to procure, on a best endeavour basis during the Placing Period, Placee(s) to subscribe for the Notes at the Placing Price in an aggregate principal amount of up to HK$100,000,000.

Placing Commission

The Placing Agent shall be entitled to the Placing Commission in respect of the relevant Closing, and the Placing Agent is authorised to deduct such aggregate amount of the Placing Commission from the payment to be made by it to the Company at that Closing pursuant to the Placing Agreement.

The Placing Commission under the Placing Agreement was arrived at after arm's length negotiations between the Company and the Placing Agent under normal commercial terms and with reference to the prevailing market conditions.

Conditions precedent

The Closing(s) shall be conditional upon:

1. none of the representations, warranties and undertakings of the Company contained in the Placing Agreement having been breached in any material respect (or if capable of being remedied, has not been remedied), or is misleading or untrue in any material respect; and

2. the Closing Notice (as defined below) having been served by the Placing Agent to the Company in accordance with the Placing Agreement.

In the event that no Closing Notice has been served by the Placing Agent by the last day of the Placing Period, all obligations of the Placing Agent and of the Company under the Placing Agreement shall cease and determine and none of the parties to the Placing Agreement shall have any claim against the other in relation thereto (save in respect of any antecedent breach of any obligation under the Placing Agreement).

Closing(s)

On or before the 20th day (or other date(s) as mutually agreed in writing between the Company and the Placing Agent) of each calendar month following the date of the Placing Agreement during the Placing Period, the Placing Agent is entitled to issue a notice ("Closing Notice") to the Company specifying, among other matters, the aggregate principal amount of the Notes that the Placing Agent has placed in respect of such Closing prior to the issue of such Closing Notice and the related Placing Commission to which it is entitled.

Closing, in respect of which a Closing Notice has been duly served, shall take place on the 27th day (or the immediately following Business Day, if such day is not a Business Day) (or other date(s) as mutually agreed in writing between the Company and the Placing Agent) of each calendar month following the date of the Placing Agreement during the Placing Period.

PRINCIPAL TERMS AND CONDITIONS OF THE NOTES

The principal terms and conditions of the Notes are summarised below: Issuer: The Company

Maximum principal amount: Up to HK$100,000,000

Maturity date: The day immediately preceding the second anniversary of the issue date of the Notes (or where such day is not a Business Day, the immediately following Business Day)

Interest rate: 6% per annum

Listing: No listing of the Notes will be sought on the Stock Exchange or any other stock exchanges

Ranking: T h e N o t e s w i l l c o n s t i t u t e d i r e c t , u n c o n d i t i o n a l , unsubordinated and unsecured obligations of the Company which will rank equally and without any preference amongst themselves and at all times rank at least pari passu with all other present and future direct, unconditional, unsubordinated and unsecured obligations of the Company

INFORMATION OF THE PARTIES TO THE PLACING AGREEMENT

The Group is principally engaged in money lending business.

The Placing Agent is a corporation licensed to carry on Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO. As the Placing Agent is an associate of Convoy Collateral Limited, a substantial shareholder of the Company, the Placing Agent is a connected person of the Company and the payment of the Placing Commission by the Company to the Placing Agent under the Placing constitutes a connected transaction for the Company under Chapter 20 of the GEM Listing Rules.