China Carbon Neutral Development Group Limited — M&A Activity 2019

Apr 15, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [279 x 36] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1372)

VOLUNTARY ANNOUNCEMENT FULLY EXEMPT CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF TARGET COMPANY

This is a voluntary announcement made by Bisu Technology Group International Limited (the “ Company ” together with its subsidiaries, the “ Group ”).

THE AGREEMENT

On 15 April 2019 (after trading hours), the Purchaser, a wholly owned subsidiary of the Company, entered into the Agreement with the Vendor for the purchase of the Sale Shares. Upon Completion, the Target Company will become an indirect wholly-owned subsidiary of the Company and the financial performance and position of the Target Company will be consolidated into the Group’s consolidated financial statements.

As at date of this announcement, the Target Company indirectly holds 70% of the equity interest in Yunnan Tairui, which was granted a permit by the relevant government authority of Yunnan Province, the PRC, for industrial hemp processing for up to the production capacity of 50 tonnes of cannabidiol (CBD).

With the legalization of industrial hemp in certain regions of the PRC and overseas, the application of CBD in medical treatment and consumer goods such as skin care products and healthy products is expected to increase. The Board believes that by investing in industrial hemp processing and CBD extraction field, the Company would be able to diversify its businesses as well as tap into the rapid growing industrial hemp market, for the benefit of the Group and the Shareholders as a whole.

The Target Group is now planning on the implementation of the industrial hemp processing as permitted under the Permit, the Company will update the investors for any significant development.

– 1 –

LISTING RULES IMPLICATION

The Vendor is the controlling shareholder of the Company indirectly holding approximately 75% of the issued shares of the Company, hence the transaction under the Agreement constitutes a connected transaction for the purpose of the Listing Rules.

As all of the applicable percentage ratios (as defined in the Listing Rules) of the Agreement are less than 5% and the consideration in respect of the Sale Shares are less than HK$3,000,000, the transaction under the Agreement is fully exempt from the reporting, annual review, announcement, circular and independent shareholders’ approval requirements.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:

“Agreement”	the sale and purchase agreement in relation to the purchase
	of the Sale Shares
“Board”	the board of Directors
“Company”	Bisu Technology Group International Limited, a company
	incorporated in the Cayman Islands with limited liability
	whose issued Shares are listed on the main board of the Stock
	Exchange
“Completion”	the completion of the sale and purchase of the Sale Shares,
	which shall take place within 10 days from the date of the
	Agreement, or such later day as agreed between the Vendor
	and the Purchaser
“Directors”	the director(s) of the Company
“Hong Kong”	the Hong Kong Special Administrative Region
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Permit”	the permit granted by the relevant government authority
	of Yunnan Province, the PRC to the Target Company, for
	industrial hemp processing of up to the production capacity
	of 50 tonnes of cannabidiol

– 2 –

“PRC”	the People’s Republic of China and for the purpose of
	this announcement, exclude Hong Kong, the Macau Special
	Administrative Region and Taiwan
“Purchaser”	Global Harvest Inc., a company incorporated under the laws
	of the British Virgin Islands
“Sale Shares”	the 100 ordinary shares of US$1 each in the share capital of
	the Target Company, representing 100% of the issued shares
	of the Target Company
“Shares”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Shareholders”	the holders of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target Company”	Links Wonder Investment Holdings Limited, a company
	incorporated under the laws of the British Virgin Islands
“Target Group”	The Target Company and its subsidiaries
“Vendor”	Mr. Jiang Jianhui, a controlling shareholder of the Company
	holding approximately 75% of the total issued Shares
“Yunnan Tairui”	Yunnan Tairui Biotechnology Company Limited* (雲南太瑞
	生物科技有限公司)
“US$”	United States Dollars, the lawful currency of the United States
	of America
“%”	per cent

By Order of the Board

Bisu Technology Group International Limited Lam Wah Executive Director

Hong Kong, 15 April 2019

As at the date of this announcement, the executive Directors are Mr. Xing Bin and Mr. Lam Wah; and the independent non-executive Directors are Mr. Zhang Guozhi, Mr. Leung Tsz Wing and Mr. Ip Mei Shun.

• for identification purpose only

– 3 –