Planetree International Development Limited — Capital/Financing Update 2020

May 11, 2020

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.

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PLANETREE INTERNATIONAL DEVELOPMENT LIMITED 梧桐國際發展有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 00613)

DISCLOSEABLE TRANSACTION: DISPOSAL OF EQUITY INTEREST IN JOYWELL HOLDINGS LIMITED

DISPOSAL

The Board announces that on 11 May 2020 (after trading hours), the Vendor (a wholly-owned subsidiary of the Company) and the Purchaser entered into the Disposal Agreement, pursuant to which the Vendor shall sell and the Purchaser shall purchase 1 share in the capital of Joywell (representing 100% equity interest in Joywell) at a consideration of HK$20,000,000.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios under the Listing Rules in respect of the Disposal are more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

THE DISPOSAL

The Board announces that on 11 May 2020 (after trading hours), the Vendor (a wholly-owned subsidiary of the Company) and the Purchaser entered into the Disposal Agreement, pursuant to which the Vendor shall sell and the Purchaser shall purchase 1 share in the capital of Joywell (representing 100% equity interest in Joywell) at a consideration of HK$20,000,000.

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DISPOSAL AGREEMENT

Date

11 May 2020

Parties

• Vendor: Yugang International (B.V.I.) Limited, a direct wholly-owned subsidiary of the Company

• Purchaser: Capital Wise Limited, a company incorporated in the British Virgin Islands

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Purchaser is an investment holding company, and the Purchaser and its ultimate beneficial owner are Independent Third Parties.

Subject Matter

Pursuant to the terms of the Disposal Agreement, the Vendor shall sell and the Purchaser shall purchase 1 share in the capital of Joywell (representing 100% equity interest in Joywell) at a cash consideration of HK$20,000,000.

Consideration

The Consideration of HK$20,000,000 has been paid in full by the Purchaser to the Vendor by a cheque upon signing the Disposal Agreement.

The Consideration was determined after arm’s length negotiations between the Vendor and the Purchaser by reference to the net assets value and the financial performance of Joywell Group, and the valuation of properties owned by Joywell Group as at 31 December 2019 and at 31 March 2020 conducted by an independent professional valuer.

Condition precedent

Completion is conditional upon fulfilment of the requirements by the Company under the Listing Rules in relation to this Agreement and transactions contemplated thereunder.

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Termination

If the above-mentioned condition precedent is not fulfilled before 5:00 p.m. on 30 June 2020 (or such later date as may be agreed between the Vendor and the Purchaser in writing), failing which the Vendor shall refund the Consideration (without interest) to the Purchaser forthwith and the Disposal Agreement shall terminate without any liability of whatsoever to each other party.

Completion of the Disposal

Completion shall take place within three business days after the date when the condition precedent above has been fulfilled.

INFORMATION OF JOYWELL

Joywell is an investment holding company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of the Company. Its subsidiaries have principally engaged in the business of property leasing and investment holding. Joywell Group’s main assets currently consist of 4 residential units and 3 industrial units in Hong Kong for leasing to certain tenants, who are Independent Third Parties. According to valuations conducted by an independent professional valuer, the total valuation of these properties is HK$144.5 million as at 31 December 2019 and HK$136.4 million as at 31 March 2020.

As Joywell is a company incorporated in the British Virgin Islands, no separate audited financial statements have been prepared by Joywell as permitted under the laws of the British Virgin Islands. Set out below is the financial information of the Joywell Group for the two years ended 31 December 2018 and 2019 respectively:

	For the year ended	For the year ended
	31 December
	2018	2019
	(unaudited)	(unaudited)
	HK$’000	HK$’000
Profit (Loss) before tax	13,324	(4,064)
Profit (Loss) after tax	13,314	(5,537)

The unaudited consolidated net assets value of the Joywell Group as at the date of this announcement was approximately HK$14.8 million after netting off loans and debts repayable to other Independent Third Parties.

Upon Completion, Joywell and its subsidiaries will cease to be subsidiaries of the Company.

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USE OF PROCEEDS

Sales proceeds from the Disposal will be used to finance the development of the Group’s financial services business.

REASONS FOR AND BENEFITS OF THE DISPOSAL

The principal activities of the Group are: (i) providing financial services (including money lending, securities and futures brokerage, securities margin financing and asset management) to clients; (ii) treasury management; and (iii) property leasing. From mid-2019 onwards, the Group has focused on the development of financial services business as demonstrated by the Group’s acquisition of controlling interest in Liberty Capital Limited (recently renamed as Planetree (Cayman) Capital Limited) in 2019.

In line with the focus of development mentioned above, the Board has decided to sell part of the assets under the Group’s non-core business so that more financial resources can be reallocated to finance the development of the Group’s financial services business with an aim at enhancing the long-term growth potential of the Group. Moreover, the Consideration is higher than the recent fair value of the net assets held by Joywell Group. Hence, the Board considers that the terms of the Disposal are fair and reasonable and are in the interests of the Company and Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios under the Listing Rules in respect of the Disposal are more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms shall have the same following meanings as set out below:

“Board”

the board of Directors

“Company” Planetree International Development Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange under stock code: 00613

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“Completion”	formal completion of the Disposal
“Consideration”	HK$20,000,000, being the consideration for the Disposal
“Director(s)”	the director(s) of the Company
“Disposal”	the sale of 1 share in the capital of Joywell (representing 100%
	equity interest in Joywell) pursuant to the Disposal Agreement
“Disposal Agreement”	the sale and purchase agreement dated 11 May 2020 and entered into
	between the Vendor and the Purchaser in relation to the Disposal
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of the Hong Kong
“Independent Third	party(ies) who, together with his/her/its ultimate beneficial owner(s),
Party(ies)”	is/are person(s) independent of the Company and its connected
	persons (within the meaning of the Listing Rules)
“Joywell”	Joywell Holdings Limited, a company incorporated in the British
	Virgin Islands with limited liability, and an indirect wholly-owned
	subsidiary of the Company immediately before Completion
“Joywell Group”	Joywell together with its subsidiaries
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Purchaser”	Captain Wise Limited, a company incorporated in the British Virgin
	Islands with limited liability, being the purchaser under the Disposal
	Agreement, which is wholly owned by Ms. Alexia Joulian
“Share(s)”	ordinary share(s) in the share capital of the Company
“Shareholder(s)”	holder(s) of issued Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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“Vendor”

Yugang International (B.V.I.) Limited, a company incorporated in the British Virgin Islands with limited liability, and a direct whollyowned subsidiary of the Company, being the vendor under the Disposal Agreement

“%”

per cent

By order of the Board

Planetree International Development Limited Cheung Ka Yee Executive Director

Hong Kong, 11 May 2020

As at the date of this announcement, the Board comprises the following directors:

Executive Directors:

Mr. Lam Hiu Lo

Non-Executive Director:

Mr. Kwong Kai Sing, Benny (Acting Chairman)

• Mr. Liang Kang

• Ms. Cheung Ka Yee

• Ms. Tsang Wing Man

• Mr. Wong Hung Wai

Independent Non-Executive Directors:

Mr. Chan Sze Hung

Mr. Ha Kee Choy, Eugene Mr. Zhang Shuang

Mr. Chung Kwok Pan

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