The Board of Directors of Halcyon Agri Corporation Limited (the ?Company?, and together with its subsidiaries, the ?Group?) wishes to announce that the Company, as borrower, has secured two working capital loan facilities of RMB 350,000,000 and RMB 1,150,000,000 from Export-Import Bank of China, Hainan Branch (the ?EXIM Bank Facilities?), as well as a revolving credit facility of USD 40,000,000 from Cooperatieve Rabobank U.A., Singapore Branch (?Rabobank?). Pursuant to the EXIM Bank Facility Agreements, the Company has undertaken that, until all sums outstanding under the EXIM Bank Facilities are fully repaid, China Hainan Rubber Industry Group Co. Ltd. (?Hainan Rubber?) shall directly or indirectly own at least 51% of the issued ordinary shares of the Company, failing which such breach will constitute an event of default entitling the EXIM Bank to require, inter alia, immediate repayment of all outstanding amounts under the EXIM Bank Facilities (the ?EXIM Bank Facilities Repayment Event?).
In addition, under the Rabobank Facility, the Company is required, until full repayment, to ensure that (i) Hainan Rubber legally and beneficially owns more than 50% of the voting rights of the Company, (ii) Sinochem International Corporation Co. Ltd. (?SIC?) legally and beneficially owns more than 25% of the voting rights of the Company, (iii) the Hainan State-owned Assets Supervision and Administration Commission of the People?s Republic of China owns more than 50% of the voting rights of Hainan Rubber, and (iv) the State-owned Assets Supervision and Administration Commission owns more than 50% of the voting rights of SIC, any breach of which will constitute a termination event under the Rabobank Facility, allowing Rabobank to declare all or part of the outstanding amounts immediately due and payable. If the EXIM Bank Facilities Repayment Event and/or the Rabobank Termination Event occur and the Company fails to make the required payments, the aggregate level of the Group?s other loan facilities that may be affected by such breach is approximately USD 305 million as at the end of December 2025, excluding interest and other applicable funding costs.
