Planetree International Development Limited — M&A Activity 2019

Jan 28, 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.

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YUGANG INTERNATIONAL LIMITED * ( 渝港國際有限公司 )

(Incorporated in Bermuda with limited liability)

(Stock code: 00613)

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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Shinco Capital Limited

Reference is made to the announcement jointly issued by Future Capital Group Limited (the “ Offeror ”) and Yugang International Limited (the “ Company ”) dated 23 January 2019 (the “ Announcement ”) in relation to, among other matters, 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 ”). Unless the context requires otherwise, capitalised terms used herein shall bear the same meanings as defined in the Announcement.

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

Pursuant to Rule 2.1 of the Takeovers Code, the Board announces that Shinco Capital Limited, a corporation licensed by the SFC to carry out Type 6 (advising on corporate finance) regulated activity under the SFO, has been appointed as the Independent Financial Adviser to advise the Independent Board Committee in respect of the Offer and, in particular, as to whether the Offer is, or is not, fair and reasonable and as to its acceptance. The appointment of the Independent Financial Adviser has been approved by the Independent Board Committee in accordance with Rule 2.1 of the Takeovers Code.

The letter of advice from the Independent Financial Adviser and the recommendation of the Independent Board Committee in respect of the Offer will be included in the Composite Document to be despatched to the Independent Shareholders in accordance with the Takeovers Code.

By order of the Board Yugang International Limited Yuen Wing Shing Managing Director

Hong Kong, 28 January 2019

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As at the date of this 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 announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

• For identification purposes only

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