债务、担保及其他或有义务

港股IPO招股书披露先例 · 78 家公司,82 项

债务、担保及其他或有义务类事项,涵盖高杠杆或负债水平、借贷契约违约、对外提供或收到的担保(包括上市后解除的关联方担保)、财务担保合约以及垫资或回购义务。招股书通常在风险因素、业务、财务资料及概要等章节披露相关金额、敞口及变动,说明交易背景与商业理由,并交代借款偿还、担保解除、豁免取得或停止新增担保等整改安排。

2024-11-21Prospectus
梦金园黄金珠宝集团股份有限公司MOKINGRAN JEWELLERY GROUP CO., LTD.02585.HK

控股股东为集团贷款提供个人担保

During the Track Record Period, Mr. Wang Zhongshan and Ms. Zhang Xiuqin (the ‘‘CP Guarantors’’) had been providing personal guarantees/mortgages (the ‘‘CP Guarantees’’) as security for certain of our Group’s banks loans, acceptance bills, lease financing and gold loans (collectively, the ‘‘Guaranteed Loans’’), and all of such CP Guarantees will be terminated and the relevant banks loans, acceptance bills and gold loans will be guaranteed by the Company and/or members of our Group upon Listing.

Summary · 第 30 页

As of the Latest Practicable Date, we have received consent letters from all lenders of our Guaranteed Loans, pursuant to which they agreed in principle to replace our CP Guarantees with guarantees/mortgages and/or patent rights to be provided by our Group upon Listing.

Summary · 第 30 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-09-09Prospectus
美的集团股份有限公司Midea Group Co., Ltd.00300.HK

科技产业投资基金对有限合伙人的结算义务

For the amount raised from limited partners, we have contractual obligation to settle the liabilities with the limited partners at the fund's prevailing fair value and the management designates such obligation as other financial liabilities at fair value through profit or loss.

Financial Information · 第 297 页

As at 31 December 2021, 2022 and 2023, 30 April 2024 and 31 July 2024, our other financial liabilities at fair value through profit or loss amounted to nil, RMB1,580.8 million, RMB1,346.7 million, RMB1,174.0 million and RMB1,067.2 million, respectively.

Financial Information · 第 297 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-21Prospectus
中赣通信(集团)控股有限公司Zhonggan Communication (Group) Holdings Limited02545.HK

杠杆率违背银行贷款契约并获豁免

The Directors confirmed that there were breaches of covenants under loan agreements during the Track Record Period.

Financial Information · 第 344 页

However, during the Track Record Period, the Group’s gearing ratio fell short of such requirement of the loan covenant under the loan agreements.

Financial Information · 第 344 页

Additionally, the Group is also subject to other restrictive financial loan covenants, which may be material to the Group, under its certain bank borrowings during the Track Record Period and up to 30 April 2024.

Financial Information · 第 344 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-20Prospectus
老铺黄金股份有限公司Laopu Gold Co., Ltd.06181.HK

关联方为银行借款提供担保,拟上市前解除

In addition, certain of our related parties provided guarantees and counterguarantees in connection with our interest-bearing bank borrowings (the "Guaranteed Loans") up to RMB137.5 million, RMB138.0 million and RMB129.0 million as of December 31, 2021, 2022 and 2023, respectively.

Financial Information · 第 347 页

If such consent letters could not be obtained, all amounts under the Guaranteed Loans will be repaid before Listing.

Financial Information · 第 347 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-03-18Prospectus
百乐皇宫控股有限公司Palasino Holdings Limited02536.HK

银行借款违反偿付契约及资产质押

Our Group recorded a decrease in our net current assets from HK$75.0 million as at 31 March 2022 to HK$47.9 million as at 31 March 2023, which was primarily attributable to (i) the loan to BC Mortgage, being a joint venture of our Controlling Shareholder and our related party, which was accounted for non-current assets; (ii) the reclassification of Trans World Austria's bank borrowing from non-current liabilities to current liabilities due to its breach of the term of a bank borrowing, which primarily related to debt service cover ratio.

Financial Information · 第 356 页

During the six months ended 30 September 2023, the bank has waived its rights as at 31 March 2023 to demand immediate payment after 31 March 2023.

Financial Information · 第 356 页

Apart from above pledged assets, our Group also pledged the entire shareholding of Trans World Austria for the bank borrowings as at 31 March 2021, 2022, 2023 and 30 September 2023.

Financial Information · 第 354 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-03-13Prospectus
米高集团控股有限公司MIGAO GROUP HOLDINGS LIMITED09879.HK

关联方财务担保及上市前解除安排

As at 31 March 2021, 2022 and 2023, 30 November 2023 and 31 January 2024, we had financial guarantee contracts not recognised in the financial statements amounted to RMB191.0 million, nil, nil, nil and nil, respectively, which represented the amount of guarantee given to the banks in connection with the bank facilities granted to a related company and a joint venture, namely, Liaoning Migao and Baoqing Migao.

Financial Information · 第 438 页

As at 31 March 2021, 2022 and 2023 and 30 November 2023, certain related parties of our Company provided financial guarantees in respect of bank facilities granted to our Group amounted to RMB547.0 million, RMB374.0 million, RMB280.0 million and RMB130.0 million, respectively.

Financial Information · 第 434 页

Our Directors confirm that all guarantees provided to/by the related parties of our Group will be fully released before the Listing.

Financial Information · 第 435 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-12-29Prospectus
天津建设发展集团股份公司Tianjin Construction Development Group Co., Ltd.02515.HK

控股股东担保1,000万元银行借款

As of June 30, 2023, we had bank borrowings of RMB10.0 million which bears an interest rate of 4.5% per annum and is guaranteed by certain of our Controlling Shareholders, namely, Mr. Wang and Ms. Dou, which will be released prior to the Listing.

Financial Information · 第 287 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-12-29Prospectus
美中嘉和医学技术发展集团股份有限公司CONCORD HEALTHCARE GROUP CO., LTD.02453.HK

银行及其他借款约24亿元且流动比率偏低

As of December 31, 2020, 2021, 2022 and the six months ended June 30, 2023, we had bank and other borrowings of RMB1,964.3 million, RMB2,219.6 million, RMB2,391.5 million and RMB2,417.9 million, respectively.

Financial Information · 第 293 页

As of December 31, 2020, 2021, 2022 and June 30, 2023, and our current ratio was 0.21, 0.20, 0.84 and 0.83, respectively.

Financial Information · 第 293 页

Our focus will be on the continued prudent management and reduction of our debt balances.

Financial Information · 第 293 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-12-14Prospectus
集海资源集团有限公司PERSISTENCE RESOURCES GROUP LTD02489.HK

对外担保及交叉担保的解除安排

In FY2020, our Group has provided corporate guarantees amounted to RMB50.0 million in favour of a bank in the PRC for banking facilities obtained by Baiheng. Such guarantees had been released in December 2021.

Financial Information · 第 402 页

The banking facility in the amount of RMB30.0 million obtained in August 2022 which was guaranteed by Dahedong, Baiheng, Mr. Zhou Shufeng and his spouse will not be released prior to the Listing.

Financial Information · 第 402 页

We intend to utilise internal resources to repay certain bank loan or utilise net proceeds from the Global Offering amounting to approximately 12.6% or HK$33.6 million (RMB30.0 million) and such guarantees will be released upon repayment of the bank loans, for details please refer to the section headed ‘‘Future plans and use of proceeds — Use of proceeds’’ in this prospectus.

Business · 第 284 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-11-27Prospectus
KCash集团有限公司K Cash Corporation Limited02483.HK

业务扩张依赖银行借款等外部资金来源

Our borrowings (tax loans excluded) remained stable at approximately HK$306.0 million, HK$291.0 million, HK$282.0 million and HK$252.0 million as of December 31, 2020, 2021 and 2022 and May 31, 2023, respectively, which were for our working capital.

Financial Information · 第 253 页

As such, the expansion of our business will be limited by our ability to obtain adequate funding.

Financial Information · 第 253 页

Our Directors confirm that as of the Latest Practicable Date, there was no material covenant on any of our outstanding debt and there was no breach of any covenant during the Track Record Period and up to the Latest Practicable Date.

Financial Information · 第 287 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-11-27Prospectus
国鸿氢能科技(嘉兴)股份有限公司Sino-Synergy Hydrogen Energy Technology (Jiaxing) Co., Ltd.09663.HK

为国鸿重塑回购义务提供担保及确认衍生工具

In addition, Guohong Refire has undertaken to return the funds invested by Yunfu Rongda while our Company and Shanghai Refire, responsible for 51.0% and 49.0%, respectively, agreed to guarantee the repayment of Yunfu Rongda's investment funds and its fixed return.

Business · 第 288 页

Our net other losses increased by 453.2% from RMB3.5 million for the year ended 31 December 2021 to RMB19.5 million for the year ended 31 December 2022 mainly as a result of the increase in derivative financial instruments at fair value through profit or loss representing Guohong Refire's obligation to repay the investment fund of RMB77.8 million together with Shanghai Refire, responsible for 51.0% and 49.0%, respectively.

Financial Information · 第 433 页

We returned the RMB39.7 million investment to Yunfu Rongda in June 2023.

Summary · 第 27 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-11-27Prospectus
四川德康农牧食品集团股份有限公司DEKON FOOD AND AGRICULTURE GROUP02419.HK

控股股东借款担保于上市前解除

As of 31 December 2020, 2021 and 2022 and 31 May 2023, the guarantees provided by related parties amounted to RMB3,214.4 million, RMB3,755.1 million, RMB4,038.6 million and RMB4,312.7 million, respectively.

Financial Information · 第 401 页

The guarantees provided by our Controlling Shareholders will be released before Listing.

Financial Information · 第 401 页

During the Track Record Period, we had contingent liabilities of RMB76.9 million as at 31 December 2020, which reflects the outstanding amount of certain bank loans made to contract farmers which we had guaranteed.

Financial Information · 第 401 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-11-10Prospectus
山西省安装集团股份有限公司Shanxi Installation Group Co., Ltd.02520.HK

PPP项目投资大且回收期长

In comparison with the EPC contracting models, the PPP model involves greater exposure to financing risks of the project, and the capital requirements are generally higher under this model.

Business · 第 285 页

We finance up to 80% of our investment commitment in a PPP project through loans, and the remainder with our own cash or equity financing.

Business · 第 286 页

In addition, PPP projects typically require us to make significant initial investment using our own cash and external financing and this creates cashflow mismatch as we can only receive payments, as service fees, after completion of construction phase throughout the operation period which usually have a span of 10 to 29 years.

Business · 第 286 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-10-31Prospectus
广州佛朗斯股份有限公司FOLANGSI CO., LTD02499.HK

资产负债比率高达约152%至172%

As of December 31, 2020, 2021, and 2022, and April 30, 2023, our gearing ratio was 171.8%, 153.9%, 152.0%, and 154.9%, respectively.

Business · 第 264 页

During the Track Record Period, taking into account our liquidity position and capital needs, we acquired intralogistics equipment by using our own funds, as well as by raising external financings, including bank loans and financial lease arrangements from the financial institutions.

Business · 第 198 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-10-30Prospectus
喜相逢集团控股有限公司XXF Group Holdings Limited02473.HK

借款规模庞大且资本负债率约75%

As at 31 December 2020, 2021, 2022 and 30 June 2023, our borrowings amounted to RMB1,156.0 million, RMB1,382.8 million, RMB1,713.4 million and RMB1,857.9 million, respectively, and our weighted average effective interest rate of borrowings was 8.5%, 8.5%, 8.6% and 8.5%, respectively.

Financial Information · 第 336 页

However, we had a negative net liquidity gap for the category of on demand and less than one year of RMB268.1 million, RMB132.5 million, RMB74.7 million and RMB32.8 million as at 31 December 2020, 2021, 2022 and 30 June 2023, respectively.

Business · 第 235 页

According to CIC, cash flow mismatch with negative net liquidity gap and negative maturity gap is an industry norm in the automobile finance leasing industry.

Financial Information · 第 399 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-05-15Prospectus
易点云有限公司Edianyun Limited02416.HK

借款规模较高且由单一大股东集团成员担保

Our current and non-current borrowings amounted to RMB1,240.9 million, RMB1,605.3 million and RMB1,393.3 million as of December 31, 2020, 2021, and 2022, respectively.

Business · 第 199 页

As of December 31, 2020, 2021, and 2022, respectively, RMB1,162.4 million, RMB1,408.1 million and RMB1,369.3 million of our secured and/or guaranteed borrowings were guaranteed by Dr. Ji and Mr. Zhang.

Financial Information · 第 326 页

We do not expect such guarantees to be released upon listing, as our Directors are of the view that premature discharge of the such guarantees would be impractical and unduly onerous to our Group and would not be in the best interests of our Group and our Shareholders, considering that early replacement or discharge of such secured borrowings would require renegotiation of the terms with the relevant banks, and that the renegotiation would take considerable time, which may affect our normal operation.

Financial Information · 第 326 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-05-12Prospectus
宏信建设发展有限公司Horizon Construction Development Limited09930.HK

计息借款于2022年末达212.12亿元

As of December 31, 2020, 2021 and 2022, our interest-bearing bank and other borrowings amounted to RMB7,817.5 million, RMB17,697.8 million and RMB21,212.1 million.

Financial Information · 第 338 页

As of December 31, 2022, we had banking facilities of RMB38,216 million in aggregate from banks and finance lease companies, among which RMB10,884 million were unutilized and unrestricted.

Financial Information · 第 338 页

The level of our indebtedness and the amount of our interest payments could limit our ability to obtain the necessary additional financing or obtain favorable terms for the financing for future capital expenditures and working capital.

Financial Information · 第 339 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-04-28Prospectus
普乐师集团控股有限公司Plus Group Holdings Inc.02486.HK

孙先生夫妇为银行借款提供个人担保

For FY2020, FY2021 and FY2022, Mr. Sun and Mrs. Sun had provided personal guarantee to secure the bank borrowings, amounted to RMB31.0 million, RMB54.8 million and nil, respectively.

Financial Information · 第 391 页

All guarantees provided by Mr. Sun and his spouse for our banking borrowings had been released since August 2022.

Financial Information · 第 391 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-03-21Prospectus
力盟科技集团有限公司POWERWIN TECH GROUP LIMITED02405.HK

银行贷款由关连方担保或抵押

As of December 31, 2019, 2020 and 2021 and September 30, 2022, we had bank loans guaranteed and/or secured by related parties of our Group or their owned properties of US$20.1 million, US$25.0 million, US$45.8 million and US$23.9 million, respectively.

Financial Information · 第 344 页

Our Directors confirm that the guarantees provided by our related parties will be released or replaced by corporate guarantees to be provided by our Group upon the Listing.

Financial Information · 第 344 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看

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