Lee & Man Paper Manufacturing : Facility Agreement - General Disclosure under Rule 13.18 of The Listing Rules

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 liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2314) FACILITY AGREEMENT GENERAL DISCLOSURE UNDER RULE 13.18 OF THE LISTING RULES

This announcement is made in accordance with Rule 13.18 of the Listing Rules.

On 4 July 2017, the Company entered into a Facility Agreement pursuant to which a specific performance obligation is imposed on the Lee Family to legally and beneficially own, directly or indirectly and free from any security whatsoever, in aggregate at least 51% of the entire issued share capital of and equity interests in the Company and to otherwise exercise management control over the Company.

The board of directors ("Board") of Lee & Man Paper Manufacturing Limited (the "Company" and together with its subsidiaries, the "Group") makes the following disclosures in accordance with Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

FACILITY AGREEMENT

On 4 July 2017, Million Profit Corporation Limited (a wholly-owned subsidiary of the Company) as borrower (the "Borrower") has entered into a facility agreement (the "Facility Agreement") with, among others, a consortium of lenders as lenders and Bank of China (Hong Kong) Limited as agent in relation to a HK$2,400,000,000 term loan facility (the "Loan") to be made available to the Borrower for the purposes of refinancing the Borrower's and the Group's existing facilities and other general corporate funding requirements of the Group.

The final repayment date of all outstanding amounts under the Facility Agreement will be 4 July 2022.

* For identification purposes only

Under the Facility Agreement, it will be an event of default if at any time, on or after the date of the Facility Agreement, any one or all of Mr. Lee Wan Keung Patrick, Dr. Lee Man Chun Raymond and Mr. Lee Man Bun (the "Lee Family") do not, or cease to legally and beneficially own, directly or indirectly and free from any security whatsoever, in aggregate at least 51% of the entire issued share capital of and equity interests in the Company or do not, or cease to, exercise management control over the Company.

Upon the occurrence of such an event of default which is continuing, the agent under the Facility Agreement may, and shall if so directed by the majority of the lending banks:

1. cancel the commitments (and reduce them to zero), whereupon they shall immediately be cancelled (and reduced to zero); or

2. cancel any part of any commitment (and reduce such commitment accordingly), whereupon the relevant part shall immediately be cancelled (and the relevant commitment shall be immediately reduced accordingly); and/or

3. declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Facility Agreement and any other finance documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

4. declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the agent under the Facility Agreement on the instructions of the majority of the lending banks.

GENERAL

As at the date of this announcement, the Lee Family, together, directly or indirectly, hold approximately 69.3% of the issued share capital of the Company.

This announcement is made pursuant to Rule 13.18 of the Listing Rules. In accordance with the requirements pursuant to Rule 13.21 of the Listing Rules, disclosure will be included in the interim and annual reports of the Company for so long as the said specific performance obligation imposed on the Lee Family under the Facility Agreement continues to exist.

By order of the Board

Lee & Man Paper Manufacturing Limited Lee Man Chun Raymond

Chairman

Hong Kong, 4 July 2017

As at the date of this announcement, the board of directors of the Company comprises three executive directors, namely Dr. Lee Man Chun Raymond, Mr. Lee Man Bun and Mr. Li King Wai Ross, one non-executive director, namely Professor Poon Chung Kwong, and three independent non-executive directors, namely Mr. Wong Kai Tung Tony, Mr. Peter A. Davies and Mr. Chau Shing Yim David.