Annual Report 2019

MANAGEMENT DISCUSSION AND ANALYSIS 17 The United Laboratories International Holdings Limited Annual Report 2019 AUDIT COMMITTEE REVIEW The Audit Committee comprises of three independent non-executive directors, namely Mr. Chong Peng Oon, Prof. Song Ming and Ms. Fu Xiao Nan. The Audit Committee has reviewed with the management of the Company the consolidated financial statements for the year ended 31 December 2019, including the accounting principles and practices adopted by the Group. DISCLOSURE UNDER RULE 13.21 OF THE LISTING RULES (a) On 23 September 2019, the Company’s indirect wholly-owned subsidiary The United Laboratories (Inner Mongolia) Co., Ltd., as borrower, entered into a facility agreement with China Development Bank Hong Kong Branch for HK$300,000,000 term loan facility. The loans under the facility shall be repaid by installments with the final repayment date falling 60 months from the first utilisation date. The facility agreement imposes, among other matters, Mr. Tsoi Hoi Shan, Ms. Choy Siu Chit, Ms. Ning Kwai Chun and their family trusts collectively to own more than 51% of the entire issued capital of the Company. (b) On 8 November 2019, the Company, as borrower, entered into a facility agreement with, among others, Bank of Communications Co. Ltd. Hong Kong Branch, Fubon Bank (Hong Kong) Limited, Hang Seng Bank Limited and Taipei Fubon Commercial Bank Co., Ltd., as mandated lead arrangers and bookrunners, for the dual currency term loan facilities in the amount equivalent to up to HK$2 billion. The loan under the facilities shall be repaid in installments within a 36 months term from the date of the facility agreement. The facility agreement imposes that, among other matters, Mr. Tsoi Hoi Shan, Ms. Choy Siu Chit, Ms. Ning Kwai Chun and their family trusts (i) individually or collectively do not cease to be the single largest shareholder of the Company; (ii) individually or collectively hold at least 40% of the entire issued capital of the Company; and (iii) do not cease management control over the Company or the Group. Any breach of these obligations will result in the facilities being cancelled and the loans, together with accrued interest and all other amounts outstanding, will become payable within five business days. (c) On 12 February 2020, the Company, as borrower, entered into a facility agreement with China Everbright Bank Hong Kong Branch for loan facility of HK$200,000,000 (or its equivalent amount in euro). The term loan under the facility shall be repaid in 12 months from the date of the facility agreement and extended to 24 months after obtaining bank’s consent. The facility agreement imposes, among other matters, Mr. Tsoi Hoi Shan, Ms. Choy Siu Chit, Ms. Ning Kwai Chun and their family trusts (i) individually or collectively do not cease to be the single largest shareholder of the Company; (ii) individually or collectively hold at least 40% of the entire issued capital of the Company; and (iii) do not cease to be the chairman of the Board and management control over the Company.