GSH Corporation Limited Secures CNH 90 Million Loan Facility: Key Conditions and Implications for Shareholders

Key Announcement Details

• Loan Facility Obtained: GSH Corporation Limited has announced that one of its subsidiaries (the “Borrower”) has secured loan facilities totaling CNH 90 million under a facility agreement dated 28 November 2025.
• Significant Contractual Conditions: The loan agreement includes critical clauses relating to changes in control both at the parent (GSH Corporation Limited) and subsidiary levels.

Conditions That Could Impact Shareholders

The loan facility agreement contains several conditions that are highly relevant to shareholders, particularly those concerning potential changes in control:

1. Ownership and Control by Key Shareholders:
   • Dr. Sam Goi Seng Hui and his immediate family (including mother, siblings, spouse, sons, and daughters) must collectively maintain direct or indirect beneficial ownership of at least 35% of the issued share capital of GSH Corporation Limited.
   • They must also remain the largest shareholder by number of shares and voting rights.
2. GSH Corporation’s Control Over the Borrower:
   • The parent company must directly hold the power to control all votes at the Borrower’s general meetings, appoint or remove the majority of directors, and direct operational and financial policies.
   • GSH must also retain 100% legal and beneficial ownership of the Borrower’s share capital.
3. Subsidiary’s Control Over GSH Properties (Chongqing) Co., Ltd. (“GPC”):
   • The Borrower must directly control at least 51% of votes at GPC’s general meetings and appoint or remove the majority of GPC’s directors.
   • The Borrower must maintain at least 51% legal and beneficial ownership of GPC’s issued share capital.

Potential Price-Sensitive Implications

• Triggering Event: If any of the above-mentioned conditions are breached (e.g., a change in shareholding structure, loss of control by the key shareholders, or dilution of ownership at subsidiary levels), the lender is entitled to demand immediate repayment of the loan facility.
• Shareholder Impact: Such a repayment demand could have a material adverse effect on the Group’s liquidity and financial stability, potentially triggering a sell-off or volatility in the Company’s share price.
• Current Status: As of the date of the announcement, there has not been any breach of these conditions. However, any future changes in ownership or control may constitute a significant event for shareholders.

Investor Takeaways

Investors should closely monitor any changes to the ownership and control structure of GSH Corporation Limited and its subsidiaries. The stringent covenants in the CNH 90 million loan agreement make these factors critical to the ongoing financial health and stability of the Group. Any breach of the stipulated conditions could have direct and immediate impacts on the Company’s ability to access financing and, consequently, on shareholder value.

Conclusion

The announcement is materially significant and potentially price-sensitive. It sets out clear “change of control” clauses that, if triggered, could require the Company to repay substantial loan facilities at short notice, thereby affecting liquidity, operations, and ultimately, share price. Shareholders should stay vigilant regarding any developments in the Company’s shareholding and control structure.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are advised to conduct their own due diligence and consult professional advisers before making investment decisions. The writer is not responsible for any actions taken based on the information provided herein.

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