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.

Jinmao Hotel

金 茂 酒 店

(As constituted pursuant to a deed of trust on 13 June 2014 under the laws of Hong Kong,

the trustee of which is Jinmao (China) Investments Manager Limited)

and

Jinmao (China) Hotel Investments and Management Limited

金 茂( 中 國 )酒 店 投 資 管 理 有 限 公 司

(Registered in the Cayman Islands with limited liability)

(Stock Code: 06139)

ANNOUNCEMENT MADE PURSUANT TO

RULE 13.18 OF THE LISTING RULES

This announcement is made by the Trustee-Manager and the Company pursuant to Rule 13.18 of the Listing Rules.

Reference is made to the Trustee-Manager' s and the Company' s:

  1. announcement dated 9 September 2016 in relation to, among others, the facility letter dated 2 September 2016 obtained by the Company from DBS, pursuant to which DBS agreed to grant a US$250,000,000.00 term loan facility to the Company for a term of up to two years; and
  2. announcement dated 8 March 2018 in relation to the Supplemental DBS Facility Letter, pursuant to which the term of the term loan facility was extended to 23 May 2020 and the proceeds of the loan facility would be used towards general capital expenditure and dividend payment of the Company.

On 26 February 2020, the Company (as borrower) and DBS (as lender) entered into the Second Supplemental DBS Facility Letter, pursuant to which the term of the term loan facility has been extended to 23 May 2022.

Pursuant to the terms of the Second Supplemental DBS Facility Letter, if China Jinmao does not or ceases to own at least 51% of the issued Share Stapled Units of the Company from time to time, free from any Security, it constitutes an event of default.

1

DBS shall be entitled at any time after the occurrence of an event of default by notice in writing to the Company to declare that:

  1. the facility is cancelled in whole or in part, whereupon the facility or such part shall be cancelled immediately; and/or
  2. all or part of the loan, together with accrued interest, and all other amounts accrued or outstanding under the Second Supplemental DBS Facility Letter is immediately due and payable, whereupon they shall become immediately due and payable and the Company shall immediately pay them to DBS; and/or
  3. all or part of the loan is payable on demand, whereupon it shall immediately become payable on demand by DBS on the instructions of DBS.

In addition, an event of default under the Second Supplemental DBS Facility Letter may trigger cross default under other existing loan agreements and guarantees of the Company and, as a possible consequence, these other loans and guarantees may also be declared to be immediately due and payable.

GENERAL INFORMATION

As at the date of this announcement, China Jinmao is the controlling holder of the Share Stapled Units of the Company and Jinmao Hotel, and beneficially owns 66.77% of the issued Share Stapled Units.

DEFINITIONS

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

"Boards"

"China Jinmao"

"Company"

"DBS"

"DBS Facility Letter"

the boards of directors of the Trustee-Manager and the Company

China Jinmao Holdings Group Limited (中國金茂控股集團有限公司), a company incorporated in Hong Kong with limited liability whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 00817) and the controlling holder of the Share Stapled Units

Jinmao (China) Hotel Investments and Management Limited (金茂(中 國)酒店投資管理有限公司), a company incorporated in the Cayman

Islands

DBS Bank Ltd.

the facility letter dated 2 September 2016 obtained by the Company from DBS, pursuant to which DBS agreed to grant a US$250,000,000.00 term loan facility to the Company

2

"Hong Kong"

the Hong Kong Special Administrative Region of the People' s Republic

of China

"Jinmao Hotel"

Jinmao Hotel (金茂酒店), as constituted pursuant to the Trust Deed

"Listing Rules"

the Rules Governing the Listing of Securities on The Stock Exchange

of Hong Kong Limited

"Second Supplemental

the second supplemental facility letter dated 26 February 2020 entered

DBS Facility

into between the Company and DBS

Agreement"

"Security"

a mortgage, charge, pledge, lien or other security interest securing any

obligation of any person or any other agreement or arrangement having

a similar effect

"Share Stapled Unit"

the combination of the following securities or interests in securities

which, subject to the provisions in the Trust Deed, can only be dealt

with together and may not be dealt with individually or one without the

others:

(a) a Unit;

(b) the beneficial interest in a specifically identified ordinary share of

the Company linked to the Unit and held by the Trustee-Manager

as legal owner (in its capacity as trustee-manager of Jinmao

Hotel); and

(c) a specifically identified preference share of the Company stapled

to the Unit

"Supplemental DBS

the supplemental facility letter dated 8 March 2018 entered into

Facility Letter"

between the Company and DBS

"Trust Deed"

the trust deed dated 13 June 2014 constituting Jinmao Hotel (formerly

Jinmao Investments) and entered into between the Trustee-Manager and

the Company, as amended from time to time

"Trustee-Manager"

Jinmao (China) Investments Manager Limited (金茂(中國)投資管理

人有限公司), the trustee-manager of Jinmao Hotel

3

"Unit"

"US$"

a unit in Jinmao Hotel which confers the rights set out in the Trust Deed

US dollar, the lawful currency of the United States

By Order of the Boards

Jinmao (China) Investments Manager Limited

and

Jinmao (China) Hotel Investments and Management Limited

LI Congrui

Chairman

Hong Kong, 26 February 2020

As at the date of this announcement, the directors of the Trustee-Manager and the Company are Mr. LI Congrui (Chairman), Mr. ZHANG Hui and Mr. JIANG Nan as non-executive directors; Mr. TANG Yong as executive director and Chief Executive Officer; and Dr. CHUNG Shui Ming Timpson, Dr. CHEN Jieping and Dr. XIN Tao as independent non-executive directors.

4

Attachments

  • Original document
  • Permalink

Disclaimer

Jinmao China Hotel Investments and Management Ltd. published this content on 26 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 February 2020 08:48:06 UTC