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China Hongqiao Group Limited

6.875% Senior Notes due 2018


Location Cayman Islands
Governing Laws New York Law
Listing SGX-ST
Bond Ratings -/BB/BB
Corporate Ratings -/BB/BB
Guarantor Subsidiary Guarantee
Subsidiary All Restricted Subsidiaries other than the (1)
Guarantor Restricted Subsidiaries organized under the
laws of the PRC; and the (2) Indonesian
Alumina Joint Venture Company and its
subsidiaries
JV Guarantor -
Covenants
Limitation on
Indebtedness and
Preferred Stock
Limitation on The Company will not, and will not permit any
Restricted Payments Restricted Subsidiary to, directly or indirectly:
Declare or pay any dividend or make any
distribution on or with respect to the
Companys or any Restricted Subsidiarys
Capital Stock (other than dividends or
distributions payable or paid sole in shares
of the Companys or any Restricted
Subsidiarys Capital Stock (other than
Disqualified Stock or Preferred Stock) or in
options, warrants or other rights to acquire
shares of such Capital Stock) held by
Persons other than the Company or any
Wholly Owned Restricted Subsidiary;
Purchase, call for redemption or redeem,
retire or otherwise acquire for value any
shares of Capital Stock of the Company or
any Restricted Subsidiary or any direct or
indirect parent of the Company (including
options, warrants and other rights to
acquire such shares of Capital Stock) held
by any Persons other than the Company or
any Wholly Owned Restricted Subsidiary;
Make any voluntary or optional principal
payment, or voluntary or optional
redemption, repurchase, defeasance, or
other acquisition or retire for value, of
Indebtedness that is subordinated in right of
payment to the Notes or any Subsidiary
Guarantee (excluding any intercompany
Indebtedness between or among the
Company and any Wholly Owned Restricted
Subsidiary); or
Make any Investment, other than a Permitted
Investment
If, at the time of, and after giving effect to,
the proposed Restricted Payment:
Text
Limitation on
Dividend and Other
Payment Restrictions
Affecting Restricted
Subsidiaries
Limitation on Sales
and Issuances of
Capital Stock in
Restricted
Subsidiaries
Limitation on
Issuance of
Guarantees by
Restricted
Subsidiaries
Limitation on
Transaction with
Shareholders and
Affiliates
Limitation on Liens
Limitation on Sale
and Leaseback
Transactions
Limitation on Asset
Sales
Use of Proceeds
Designation of
Restricted and
Unrestricted
Subsidiaries
Anti-Layering
Suspension of
Certain Covenants
Provision of Financial
Statements and
Reports
Events of Default
Consolidation,
Merger and Sale of
Assets
Limitation on the
Companys Business
Activities
Asset Sales
Consolidated EBITDA
Consolidated Fixed
Charges
Consolidated
Interest Expense
Consolidated Net
Income
Fixed Charge
Coverage Ratio
Indebtedness
Permitted Investment in the Company or a Restricted
Investment Subsidiary that is, directly or indirectly
through one or more other Restricted
Subsidiaries, primarily engaged in a
Permitted Business, or a Person which will,
upon the making of such Investment
become a Restricted Subsidiary that is,
directly or indirectly through one of more
other Restricted Subsidiaries, primarily
engaged in a Permitted Business, or be
merged or consolidated with or into or
transfer or convey all or substantially all its
assets to the Company or a Restricted
Subsidiary that is, directly or indirectly
through one of more other Restricted
Subsidiaries, primarily engaged in a
Permitted Business;
Temporary Cash Investments;
Payroll, travel and similar advances to cover
matters that are expected at the time of
such advances ultimately to be treated as
expenses in accordance with GAAP;
Stock, obligations or securities received in
satisfaction of judgments;
Investment in an Unrestricted Subsidiary
consisting solely of an Investment in
another Unrestricted Subsidiary;
Investment pursuant to a Hedging Obligation
designed solely to protect the Company or
any Restricted Subsidiary against
fluctuation in commodity prices, interest
rates or foreign currency exchanges rates
and not for speculation;
Receivables, trade credits or other current
assets owing to the Company or any
Restricted Subsidiary, if created or acquired
in the ordinary course of business and
payable or dischargeable in accordance
with customary trade terms;
Investment consisting of consideration
received by the Company or any Restricted
Subsidiary in connection with an Asset Sale
made in compliance with the covenants
under Asset Sales
Pledges or deposits (1) with respect to leases
or utilities provided to third parties in the
ordinary course of business or (2) otherwise
described in the definition of Permitted
Liens or made in connection with Liens
permitted under Limitation on Liens;
Investments in securities or other obligation
of trade creditors, trade debtors or
customers received to any plan of
reorganization or similar arrangement upon
the bankruptcy or insolvency or such trade
credit, trade debt or customers;
Permitted Subsidiary
Indebtedness
Capital Stock With respect to any Person, any and all
shares, interest participations or other
equivalents (however designated, whether
voting or non-voting) in equity of such Person,
whether outstanding on the Original Issue
Date or issued thereafter, including without
limitation, all Common Stock and Preferred
Stock, but excluding debt securities
convertible into such equity
Investment Direct or indirect advance, loan or other
extension of credit to another Person;
Capital contribution to another Person (by
means of any transfer of cash or other
property to others or any payment for
property or services for the account or use
of others);
Purchase or acquisition of Capital Stock,
Indebtedness, bonds notes, debentures or
other similar instruments or securities
issued by another Person
Any guarantee of any obligation of another
Person to the extent such obligation is
outstanding
For the purpose of Designation of Restricted
and Unrestricted Subsidiary, Limitation on
Sales and Issuances of Capital Stock in
Restricted Subsidiaries, Limitation on
Restricted Payments, (1) The Company will be
deemed to have made an Investment in an
Unrestricted Subsidiary in an amount equal to
the Companys proportional interest in the
Fair Market Value of the asset (net of liabilities
owed to any Person other than the Company
or a Restricted Subsidiary and that are not
guaranteed by the Company or a Restricted
Subsidiary) of a Restricted Subsidiary that is
designated an Unrestricted Subsidiary at the
time of designation (2) if the Company or any
Restricted Subsidiary of the Company sells or
otherwise disposes of any Capital Stock of
any direct or indirect Restricted Subsidiary of
the Company such that, after giving effect to
any such sale or disposition, such Person is no
longer a Restricted Subsidiary of the
Company, the Company will be deemed to
have made an Investment on the date of such
sale or disposition equal to the Fair Market
Value of the Capital Stock of such Person not
sold or disposed of and (3) any property
transferred to or from any Person shall be
valued at its Fair Market Value at the time of
such transfer, as determined in good faith by
the Board of Directors