MILLION CITIES Grants First-Priority Share Mortgage over 37.75% Stake in Fortune Radiant City to UOB for RMB500 Million Loan

Bulletin Express
03/24

Million Cities Development Limited (stock name: MILLION CITIES; stock code: 02892) has executed a Share Mortgage deed with United Overseas Bank Limited (UOB), acting through its Hong Kong branch, to secure term loan facilities of up to RMB500.00 million (or the HKD equivalent) extended to Union Mark Limited.

Key Terms and Structure • Parties: Million Cities Development Limited (Mortgagor) and United Overseas Bank Limited (Lender). • Collateral: A first legal mortgage over all shares held by Million Cities in Fortune Radiant City Limited—representing 37.75% of the BVI company’s issued share capital—together with all related rights (dividends, distributions, etc.). • Secured Liabilities: All present and future obligations of each transaction obligor under the Facility Agreement, ensuring a continuing, first-ranking security interest for the lender. • Security Period: From the deed’s execution date in 2026 until all secured liabilities are unconditionally discharged. • Facility Agreement: Secured flipper term loan facilities up to RMB500.00 million granted to Union Mark Limited.

Enforcement and Control Provisions • Event of Default triggers immediate enforceability; UOB may sell or otherwise dispose of the pledged shares without prior notice. • UOB is empowered to appoint a receiver with wide operational and disposition powers over the security assets. • Prior to default, voting rights and dividends remain with Million Cities, subject to conditions that protect UOB’s interests.

Perfection and Registration • The mortgagor must register the charge in both the BVI company’s register of charges and with the BVI Registrar of Corporate Affairs, and annotate the register of members of Fortune Radiant City. • Further assurances include delivery of share certificates, undated transfer instruments, director resignation letters, and related corporate authorisations.

Release Mechanism The security will be released once all obligations under the facility have been fully and irrevocably settled, subject to claw-back provisions in the event of insolvency-related recoveries.

Jurisdiction and Governing Law The deed is governed by Hong Kong law, with exclusive jurisdiction conferred on the Hong Kong courts; Million Cities waives any sovereign immunity claims.

This transaction strengthens UOB’s collateral position while enabling Union Mark Limited to access up to RMB500.00 million in financing, backed by Million Cities’ strategic shareholding in Fortune Radiant City.

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