Planetree International Development 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 joint 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 joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Yugang International Limited.

FUTURE CAPITAL GROUP LIMITED YUGANG INTERNATIONAL LIMITED (Incorporated in the British Virgin Islands （渝港國際有限公司）* with limited liability)

(Incorporated in Bermuda with limited liability)

(Stock code: 00613)

JOINT ANNOUNCEMENT

THE CONDITIONAL MANDATORY CASH OFFER BY GET NICE SECURITIES LIMITED FOR AND ON BEHALF OF FUTURE CAPITAL GROUP LIMITED TO ACQUIRE ALL THE ISSUED SHARES

(OTHER THAN THOSE ALREADY OWNED BY FUTURE CAPITAL GROUP LIMITED AND PARTIES ACTING IN CONCERT WITH IT) OF YUGANG INTERNATIONAL LIMITED (1) ACCEPTANCES OF THE OFFER;

(2) THE OFFER HAVING BECOME UNCONDITIONAL IN ALL RESPECTS; AND

(3) THE OFFER REMAINS OPEN FOR ACCEPTANCE

Joint Financial Advisers to Future Capital Group Limited

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LEVEL OF ACCEPTANCE OF THE OFFER AND THE OFFER TO REMAIN OPEN FOR ACCEPTANCE

As at 4:00 p.m. on 15 April 2019, taking into account the valid acceptances in respect of 915,913,866 Offer Shares, representing approximately 9.84% of the issued share capital of the Company as at the date of this joint announcement, the Offeror and the parties acting in concert with it would hold an aggregate of 5,068,341,598 Shares, representing approximately 54.47% of the entire issued share capital of the Company as at the date of this joint announcement. Accordingly, the condition set out in the Composite Document has been satisfied, and the Offeror announces that the Offer is unconditional in all respects as at 4:00 p.m. on 15 April 2019. Accordingly, the Offer will remain open for acceptance until 4:00 p.m. on 29 April 2019.

* For identification purposes only

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Remittances in respect of the consideration payable for the Offer Shares under the Offer will be despatched to the Independent Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within 7 Business Days following the later of the Unconditional Date and the date of receipt by the Registrar of the duly completed Form of Acceptance and all relevant documents (receipt of which renders such acceptance complete and valid) in accordance with the Takeovers Code.

References are made to (i) the announcement jointly issued by Future Capital Group Limited (the “ Offeror ”) and Yugang International Limited (the “ Company ”) dated 23 January 2019 in relation to, among other things, the conditional mandatory cash offer by Get Nice Securities Limited for and on behalf of the Offeror to acquire all the issued shares (other than those already owned by the Offeror and parties acting in concert with it) of the Company (the “ Offer ”); (ii) the announcement issued by the Company dated 28 January 2019 in relation to the appointment of Shinco Capital Limited as the Independent Financial Adviser; (iii) the announcements jointly issued by the Offeror and the Company dated 13 February 2019 and 28 February 2019 respectively in relation to the delay in despatch of the Composite Document (as defined below); (iv) the composite document jointly issued by the Offeror and the Company dated 28 March 2019 (“ Composite Document ”) in relation to the Offer; and (v) the announcement jointly issued by the Offeror and the Company dated 28 March 2019 in relation to the despatch of the Composite Document. Capitalised terms used herein shall have the same meanings as those defined in the Composite Document, unless the context requires otherwise.

LEVEL OF ACCEPTANCE OF THE OFFER AND THE OFFER HAVING BECOME UNCONDITIONAL IN ALL RESPECTS

As at 4:00 p.m. on 15 April 2019, the Offeror had received valid acceptances in respect of a total of 915,913,866 Offer Shares under the Offer, representing approximately 9.84% of the entire issued share capital of the Company as at the date of this joint announcement.

As set out in the Composite Document, the Offer is conditional on valid acceptances of the Offer having been received (and not, where permitted, withdrawn) by 4:00 p.m. on the First Closing Date (i.e. 18 April 2019) (or such later time or date as the Offeror may, subject to the Takeovers Code, decide) in respect of such number of Shares which, together with Shares already owned or agreed to be acquired by the Offeror and parties acting in concert with it before or during the Offer Period, will result in the Offeror and parties acting in concert with it holding in aggregate more than 50% of the voting rights of the Company.

Before entering into the Sale and Purchase Agreement and immediately before the Share Completion on 17 January 2019, Ms. Lo was interested in 52,718,000 Shares, representing approximately 0.57% of the entire issued share capital of the Company. Immediately following the Share Completion and immediately before the commencement of the Offer Period on 23 January 2019, the Offeror and the parties acting in concert with it were interested in an aggregate of 4,152,427,732 Shares, representing approximately 44.62% of the entire issued share capital of the Company.

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As at 4:00 p.m. on 15 April 2019, taking into account the valid acceptances in respect of 915,913,866 Offer Shares, representing approximately 9.84% of the issued share capital of the Company as at the date of this joint announcement, the Offeror and the parties acting in concert with it would hold an aggregate of 5,068,341,598 Shares, representing approximately 54.47% of the entire issued share capital of the Company as at the date of this joint announcement. Accordingly, the condition set out in the Composite Document has been satisfied, and the Offeror announces that the Offer is unconditional in all respects as at 4:00 p.m. on 15 April 2019 (the “ Unconditional Date ”).

Save as disclosed above, neither the Offeror nor any party acting in concert with it (i) held, controlled or directed any Shares and rights over Shares immediately before the commencement date of the Offer Period; (ii) has acquired or agreed to acquire any Shares or rights over Shares during the Offer Period up to and including the date of this joint announcement; nor (iii) has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period up to and including the date of this joint announcement.

THE OFFER REMAINS OPEN FOR ACCEPTANCE

Pursuant to Rule 15.3 of the Takeovers Code, the Offer must remain open for acceptance for at least 14 days after the Offer becomes or is declared unconditional (whether as to acceptances or in all respects). Accordingly, the Offer will remain open for acceptance until 4:00 p.m. on 29 April 2019. All other terms of the Offer, as set out in the Composite Document and in the Forms of Acceptance, remain unchanged.

Further announcement on the results of the Offer will be made on 29 April 2019 in accordance with Rule 19.1 of the Takeovers Code.

SETTLEMENT OF THE OFFER

Remittances in respect of the consideration (after deducting the seller’s ad valorem stamp duty) payable for the Offer Shares under the Offer will be despatched to the Independent Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within 7 Business Days following the later of the Unconditional Date and the date of receipt by the Registrar of the duly completed Form of Acceptance and all relevant documents (receipt of which renders such acceptance complete and valid) in accordance with the Takeovers Code.

No fractions of a cent will be payable and the amount of cash consideration payable to a Shareholder who accepts the Offer will be rounded up to the nearest cent.

All references to date and time contained in this joint announcement, the Composite Document and the Forms of Acceptance refer to Hong Kong date and time.

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Independent Shareholders are strongly advised to read the Composite Document and the Form of Acceptance carefully. Shareholders and/or potential investors of the Company are advised to exercise caution when dealing in the Shares, and if they are in doubt about their position, they should consult their professional advisers.

By order of the board of	By order of the Board
Future Capital Group Limited	Yugang International Limited
Lo Ki Yan Karen	Yuen Wing Shing
Director	Managing Director

Hong Kong, 15 April 2019

As at the date of this joint announcement, the Board comprises nine Directors, namely Mr. Cheung Chung Kiu (Chairman), Mr. Yuen Wing Shing (Managing Director), Mr. Zhang Qing Xin, Mr. Lam Hiu Lo and Mr. Liang Kang as executive Directors; Mr. Lee Ka Sze, Carmelo as non-executive Director; and Mr. Luk Yu King, James, Mr. Leung Yu Ming, Steven and Mr. Ng Kwok Fu as independent non-executive Directors.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror, Ms. Lo, and parties acting in concert with any one of them), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than the opinions expressed by the Offeror, Ms. Lo, and parties acting in concert with any one of them) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement (other than those relating to the Offeror and Ms. Lo) contained in this joint announcement misleading.

As at the date of this joint announcement, Ms. Lo is the sole director of the Offeror.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group, the Vendors and parties acting in concert with any one of them), and confirms, having made all reasonable enquires, that to the best of her knowledge, opinions expressed in this joint announcement (other than the opinions expressed by the Group and the Vendors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.

The English text of this joint announcement shall prevail over its Chinese text.

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