Power Financial : DISCLOSEABLE TRANSACTION - ADVANCE OF LOAN

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Power Financial GroupLimited

權 威 金 融 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code: 397)

DISCLOSEABLE TRANSACTION -

ADVANCE OF LOAN

The Board announces that on 3 May 2021, the Co-lenders (i.e. Lender A, an indirect wholly-owned subsidiary of the Company, and Lender B, an Independent Third Party) and the Borrowers entered into the Loan Agreement to advance the Loan in the aggregate principal amount of HK$60,000,000 bearing interest at a rate of 10.5% per annum and for a term of one year from 6 May 2021 maturing on 6 May 2022. The Loan is secured by the Mortgage.

As between the Co-lenders, it has been agreed that HK$30,000,000 out of the Loan shall be contributed by Lender A and the remainder of the Loan shall be contributed by Lender B.

As the highest applicable percentage ratio as defined under the Listing Rules in respect of the advance of the Loan exceeds 5% and is lower than 25%, the advance of the Loan constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

BACKGROUND

The Board announces that on 3 May 2021, the Co-lenders (i.e. Lender A, an indirect wholly- owned subsidiary of the Company, and Lender B, an Independent Third Party) and the Borrowers entered into the Loan Agreement to advance the Loan in the aggregate principal amount of HK$60,000,000 bearing interest at a rate of 10.5% per annum and for a term of one year from 6 May 2021 maturing on 6 May 2022. The Loan is secured by the Mortgage.

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As between the Co-lenders, it has been agreed that HK$30,000,000 out of the Loan shall be contributed by Lender A and the remainder of the Loan shall be contributed by Lender B.

Details of the Loan are set out in this announcement below.

THE ADVANCE OF THE LOAN

The principal terms of the advance of the Loan are summarised as follows:

Date of transaction	:	3 May 2021
Co-lenders	:	Lender A:
		E Finance Limited, a company incorporated in Hong Kong
		with limited liability, which (i) principally engages in
		money lending business in Hong Kong and is a licensed
		money lender in Hong Kong under the Money Lenders
		Ordinance; and (ii) is an indirect wholly-owned subsidiary
		of the Company.
		Lender B:
		X8 Finance Limited, a company incorporated in Hong
		Kong with limited liability, which (i) principally engages
		in money lending business in Hong Kong and is a licensed
		money lender in Hong Kong under the Money Lenders
		Ordinance; and (ii) is a wholly-owned subsidiary of
		Termbray Industries International (Holdings) Limited,
		whose shares are listed on Main Board of the Stock
		Exchange (stock code: 93).
		To the best of the Directors' knowledge, information and
		belief, having made all reasonable enquiries, each of Lender
		B and its ultimate beneficial owner(s) is an Independent
		Third Party.
Borrowers	:	Borrower A:
		Gold Long Investments Limited, a company incorporated
		in Hong Kong with limited liability, which (i) principally
		engages in property investment and letting of properties in
		Hong Kong; and (ii) is ultimately owned by Borrower B
		and Borrower C.
		Borrower B:
		Leung Kwong Ming, Stephen, an individual who is a
		director and a shareholder of Borrower A.

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		Borrower C:
		Cheng Kim Sheung, an individual who is a director and a
		shareholder of Borrower A.
		To the best of the Directors' knowledge, information
		and belief, having made all reasonable enquiries, each
		of Borrower A and its ultimate beneficial owners, being
		Borrower B and Borrower C, is an Independent Third Party.
Principal amount	: HK$60,000,000 (of which each of Lender A and Lender B
		shall contribute HK$30,000,000 respectively)
Drawdown date	:	6 May 2021
Maturity date	:	6 May 2022
Interest rate per annum	:	10.5%
Collateral security	:	the Mortgage
		To the best of the Directors' knowledge, information and
		belief, having made all reasonable enquiries, the mortgagor,
		being Borrower A, is an Independent Third Party

The advance of the Loan was funded by internal resources of the Group.

INFORMATION ABOUT THE GROUP

The Group principally engages in financial services business, money lending business, trading business and assets investment.

REASONS FOR AND BENEFITS OF THE ADVANCE OF THE LOAN

Money lending business is currently one of the Group's principal business activities. The terms of the advance of the Loan were arrived at by the parties after arm's length negotiations with reference to the prevailing market conditions and practices. Having considered that the advance of the Loan would be beneficial to the Group in terms of return (i.e. additional interest income), the Directors consider that the terms of the advance of the Loan are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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IMPLICATIONS UNDER THE LISTING RULES

As the highest applicable percentage ratio as defined under the Listing Rules in respect of the advance of the Loan exceeds 5% and is lower than 25%, the advance of the Loan constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

"Board"	the board of Directors
"Borrowers"	collectively, Borrower A, Borrower B and Borrower C
"Borrower A"	Gold Long Investments Limited, a company incorporated
	in Hong Kong with limited liability, which (i) principally
	engages in property investment and letting of properties in
	Hong Kong; and (ii) is ultimately owned by Borrower B
	and Borrower C. To the best of the Directors' knowledge,
	information and belief, having made all reasonable
	enquiries, each of Borrower A and its ultimate beneficial
	owners, being Borrower B and Borrower C, is an
	Independent Third Party
"Borrower B"	Leung Kwong Ming, Stephen, an individual who is (i)
	a director and a shareholder of Borrower A; and (ii) an
	Independent Third Party
"Borrower C"	Cheng Kam Sheung, an individual who is (i) a director and
	a shareholder of Borrower A; and (ii) an Independent Third
	Party
"Co-lenders"	collectively, Lender A and Lender B
"Company"	Power Financial Group Limited, a company incorporated in
	Bermuda with limited liability and the shares of which are
	listed on the Main Board of the Stock Exchange
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong

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"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Independent Third Party"	third party independent of the Company and its connected
	persons (as defined in the Listing Rules) of the Company
	and their respective associates (as defined in the Listing
	Rules)
"Lender A"	E Finance Limited, a company incorporated in Hong Kong
	with limited liability, which (i) principally engages in
	money lending business in Hong Kong and is a licensed
	money lender in Hong Kong under the Money Lenders
	Ordinance; and (ii) is an indirect wholly-owned subsidiary
	of the Company
"Lender B"	X8 Finance Limited, a company incorporated in Hong
	Kong with limited liability, which (i) principally engages
	in money lending business in Hong Kong and is a licensed
	money lender in Hong Kong under the Money Lenders
	Ordinance; and (ii) is a wholly-owned subsidiary of
	Termbray Industries International (Holdings) Limited,
	whose shares are listed on Main Board of the Stock
	Exchange (stock code: 93)
	To the best of the Directors' knowledge, information and
	belief, having made all reasonable enquiries, each of Lender
	B and its ultimate beneficial owner(s) is an Independent
	Third Party
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Loan"	a loan in the principal amount of HK$60,000,000 for a
	term of one year advanced to the Borrowers under the Loan
	Agreement
"Loan Agreement"	the loan agreement dated 3 May 2021 entered into between
	(a) the Co-lenders, as lenders; and (b) the Borrowers, as
	borrowers, in connection with the advance of the Loan

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"Money Lenders Ordinance"	Money Lenders Ordinance, Chapter 163 of the Laws of
	Hong Kong
"Mortgage"	the first mortgage over the following properties:
	(i)	Sections A, B and C of Lot No. 2125 in D.D. 111,
		Yuen Long, New Territories, Hong Kong;
	(ii)	Section C of Lot No. 2126 in D.D. 111, Yuen Long,
		New Territories, Hong Kong;
	(iii)	Section B of Lot No. 2138 in D.D. 111, Yuen Long,
		New Territories, Hong Kong; and
	(iv)	Sections A, B, C, D and E of Lot No. 2139 in D.D.
		111, Yuen Long, New Territories, Hong Kong
"Shareholder(s)"	holder(s) of the share(s) in the share capital of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent

On behalf of the Board

Power Financial Group Limited

Choi Chun Chung, Danny

Chairman and Chief Executive Officer

Hong Kong, 3 May 2021

As at the date of this announcement, the executive Directors are Mr. Choi Chun Chung, R2.14 Danny, Mr. Siu Kam Chau and Ms. Sin Pui Ying; and the independent non-executive Directors

are Mr. Chiu Ka Wai, Ellis and Mr. Kwok Sze Kong.

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