China Overseas Land & Investment Limited (China Overseas) announced the signing of a Secured Loan Framework Agreement with China CITIC Bank Corporation Limited (CITIC Bank) on 29 April 2026.
The framework permits the CITIC Bank Group, acting as lender, to extend various secured facilities—covering business, development, project and M&A loans—to China Overseas and its subsidiaries from 1 July 2026 to 30 June 2029. The maximum daily aggregate outstanding balance across all such loans is capped at RMB15.00 billion.
Key commercial terms include: • Interest: shall not exceed the lowest rate offered by major PRC commercial banks for comparable facilities. • Currency: Renminbi or other currencies, with non-RMB amounts converted to RMB using the People’s Bank of China daily mid-rate for cap monitoring. • Security: mortgages or equity pledges over land, projects, residential or commercial properties, and equity interests, granted proportionally to CITIC Bank’s participation in any bilateral, club or syndicated structure. • Tenor: individual definitive agreements may extend beyond three years, a duration the independent financial adviser will review for market normality pursuant to Rule 14A.52.
Cap determination considered: 1) prior unsecured borrowing levels from CITIC Bank—RMB2.00 billion (FY 2023), RMB1.00 billion (FY 2024) and RMB2.71 billion (FY 2025); 2) projected funding needs across project pipeline, loan maturities, cash balances and expected operating inflows; 3) estimated credit availability from both CITIC Bank and other financial institutions, plus a buffer for incremental funding demand.
China Overseas outlined layered internal controls: competitive quotations from at least three independent banks before drawdown, quarterly reporting to the Audit and Risk Management Committee, annual external-auditor reviews, and ongoing oversight by independent non-executive directors to ensure terms remain no less favourable than market comparables.
Because CITIC Group indirectly holds 10.01 % of China Overseas and 65.79 % of CITIC Bank, the transactions constitute continuing connected transactions under Chapter 14A of the Hong Kong Listing Rules. With the percentage ratios exceeding 5 %, the agreement requires disclosure, independent shareholder approval and an independent financial adviser’s opinion. A general meeting will be convened; Complete Noble Investments Limited, the CITIC Group subsidiary holding China Overseas shares, will abstain from voting.
Management views the arrangement as a strategic step to diversify funding sources, enhance liquidity and support ongoing property development and commercial operations. The board, excluding independent non-executive directors pending their formal advice, considers the terms fair, reasonable and in the best interests of shareholders.
The shareholder circular—including the Independent Board Committee’s recommendation and Gram Capital Limited’s advisory letter—is scheduled for dispatch on or before 3 June 2026.
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