Annual Report 2022

MANAGEMENT DISCUSSION AND ANALYSIS 17 The United Laboratories International Holdings Limited Annual Report 2022 DISCLOSURE UNDER RULE 13.21 OF THE LISTING RULES (a) The Company, as borrower, entered into a facility letter dated 28 May 2021 with Nanyang Commercial Bank Limited for term loan facility of HK$150,000,000 (or its equivalent amount in USD or EUR). The term loan under the facility letter shall be repaid by four instalments on the dates falling the 18th, 24th, 30th and 36th month after the date of first drawdown. The facility letter imposes, among other matters, Mr. Tsoi Hoi Shan, Ms. Choy Siu Chit, Ms. Ning Kwai Chun and their family trusts shall (i) remain as the single largest shareholder of the Company; (ii) hold over 40% of the issued shares of the Company; and (iii) remain the absolute management control over the Company and its group companies. (b) The Company, as borrower, entered into a facility agreement dated 8 December 2021 with China Everbright Bank Co., Ltd., Hong Kong Branch for uncommitted term loan facility of up to HK$200,000,000 (or its equivalent amount in EUR or USD). The term loan facility shall be available for drawdown within 3 months from the acceptance of the facility agreement. The term loan under the facility shall be repaid by instalment as 10%, 20%, 20% and 50% of all outstanding drawdowns as at the end of the term loan facility available period in the 18th, 24th, 30th and 36th month respectively from the date of first drawdown. 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. (c) The Company, as borrower, has entered into a revised facility letter with Bank of China (Hong Kong) Limited on 5 May 2022 for term loan facilities of (i) term loan of HKD200,000,000 (“Term Loan 1”), being the original term loan under the Facility Letter; and (ii) term loan up to HKD200,000,000 or its equivalent amount in USD (“Term Loan 2”). The term loan facility shall be available for drawdown within 3 months from the acceptance of the Revised Facility Letter. The Term Loan 1 shall be repaid in full one year from the date of first drawdown. The Term Loan 2 shall be repaid by four instalments as 10%, 20%, 20% and 50% of the total outstanding balance as at the end of the term loan facility available period in the 18, 24, 30 and 36 months respectively from the date of first drawdown. The revised facility letter imposes, among other matters, Mr. Tsoi Hoi Shan and his family members shall (i) maintain as the chairman of the Board; (ii) remain as the single largest shareholder of the Company and maintain not less than 40% shareholdings of the Company (whether directly or indirectly); and (iii) remain the absolute management control of the Company and its group.