Sino Fortune Holding Corporation (OTCQB: SFHD) ("Sino Fortune" or the "Company"), a leading online financial credit facility solution provider servicing SMEs and individual borrowersin China, today announced the closing of its private placement of $13,189,163.87 aggregate principal amount of convertible notes (the "Notes") to certain investors in China.
The Notes will mature in 36 months on June 30, 2020, unless earlier repurchased or converted in accordance with the terms prior to such date. The Notes bear interests on an annual basis at the rate of 6%, 7%, and 8% per annum based on a 365-day year for each of the first, second and third year, respectively. Interest will be paid in arrears to investors on the fifth day of each calendar anniversary beginning on June 30, 2018.The Notes are secured by a pledge of shares of the Company pursuant to a Stock Pledge Agreement signed between the noteholders and Avis Genesis Inc., a majority shareholder of Sino Fortune.
The Notes are convertible into shares of Sino Fortune common stock after the first anniversary of the Notes at a conversion price $2 per share of the Company's common stock, or equivalently a conversion rate of 500 shares of the Company's common stock per $1,000 conversion amount (the sum of (i) principal balance of the Note to be converted and (ii) accrued and unpaid interest with respect to such principal). Shares issued as a result of a conversion of the Notes is subject to one (1) year lock-up.
Further information regarding the Notes is available in the Company's Form 8-K filed with the Securities and Exchange Commission (the "SEC") on Friday July 7, 2017.
The Notes were offered pursuant to Regulation D and Regulation S promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Notes and the shares of Sino Fortune common stock issuable upon conversion of the Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of such Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Sino Fortune Holding Corporation
Founded in 2013, Sino Fortune Holding Corporation (the "Company") is a leading online financial credit facility solution provider servicing under-served SME and individual borrowersin China. Through operating an electronic online financial platform, www.hyjf.com,the Company matches investors with SME and individual borrowers in China. The Company also sets aside risk reserve funds with the aim of limiting losses to investors from borrower defaults. In addition, the Company provides investors with access to a liquid secondary market, giving them an opportunity to exit their investments before the underlying loans become due. For more information, please visit: ir.hyjf.com.
This press release may contain projections or other forward-looking statements regarding future events or our future financial performance. All statements other than present and historical facts and conditions contained in this release, including any statements regarding our future results of operations and financial positions, business strategy, plans and our objectives for future operations, are forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) and are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. These statements are only predictions and reflect our current beliefs and expectations with respect to future events and are based on assumptions and subject to risk and uncertainties and subject to change at any time. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Actual events or results may differ materially from those contained in the projections or forward-looking statements.
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