Planetree International Development Limited — Proxy Solicitation & Information Statement 2020

Jun 19, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Planetree International Development Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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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)

PROPOSAL FOR REFRESHMENT OF SCHEME MANDATE LIMIT AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the SGM of Planetree International Development Limited to be held at YUE, First Floor, City Garden Hotel, 9 City Garden Road, North Point, Hong Kong (MTR Fortress Hill Station, Exit B) on Thursday, 9 July 2020 at 10:00 a.m. is set out on pages 10 to 11 of this circular.

Whether or not you are able to attend the SGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and, in any event, not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish, but in such event the form of proxy shall be deemed to be revoked.

19 June 2020

CONTENTS

	PAGE
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

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DEFINITIONS

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

• “Board”

the board of Directors

• “Company”

• Planetree International Development Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange (stock code: 00613)

• “Director(s)” the director(s) of the Company

• “Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 15 June 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “SGM”

• the special general meeting of the Company to be convened on Thursday, 9 July 2020 for the purpose of considering and, if thought fit, approving the refreshment of Scheme Mandate Limit

• “Scheme Mandate Limit” the maximum number of Shares that may be issued upon exercise of all the share options to be granted under the Share Option Scheme and such other schemes of the Company, which shall not in aggregate exceed 10% of the Shares in issue as at the date of the approval of the Share Option Scheme by the Shareholders and thereafter, it refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders

• “Share(s)” ordinary share(s) of HK$0.1 each in the share capital of the Company

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DEFINITIONS

“Share Options”	share options to subscribe for new shares of the Company
	granted under the Share Option Scheme of the Company
	adopted on 21 May 2015
“Share Option Scheme”	the share option scheme of the Company adopted on 21 May
	2015
“Shareholder(s)”	the holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
“%”	per cent

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LETTER FROM THE BOARD

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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)

Executive Directors:

Dr. Leung Wing Cheung, William (Executive Chairman) Mr. Lam Hiu Lo Mr. Liang Kang Ms. Cheung Ka Yee Mr. Wong Hung Wai Mr. Man Wai Chuen

Non-Executive Director:

Mr. Kwong Kai Sing, Benny

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of

business in Hong Kong: 8/F, China United Centre 28 Marble Road North Point Hong Kong

Independent Non-Executive Directors:

Mr. Chan Sze Hung Mr. Ha Kee Choy, Eugene Mr. Zhang Shuang

Mr. Chung Kwok Pan

19 June 2020

To the Shareholders

Dear Sir or Madam,

PROPOSAL FOR REFRESHMENT OF SCHEME MANDATE LIMIT AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in connection with convening of the SGM and explanation of matters to be dealt with at the SGM.

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LETTER FROM THE BOARD

REFRESHMENT OF SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME

Under the Share Option Scheme and the applicable Listing Rules, the Board has the right to grant to the eligible participants options to subscribe for up to a maximum of 93,052,767 Shares, representing adjusted 10% of the Shares in issue as at 21 May 2015 (being the date of the adoption of the Share Option Scheme) and of the total issued Shares as at the Latest Practicable Date adjusted for the Share consolidation being effective on 12 May 2020. As at the Latest Practicable Date, there is no other share option scheme other than the Share Option Scheme. Since the date of the adoption of the Share Option Scheme on 21 May 2015 and up to the Latest Practicable Date, the Company has granted Share Options twice. The first grant was conducted on 2 April 2020 and the second grant was conducted on 14 May 2020. The outstanding Share Options carry right to subscribe for an aggregate of adjusted 47,000,000 Shares under the Share Option Scheme, representing approximately 5.1% of the total issued Shares as at the Latest Practicable Date, and no options have been exercised, lapsed or cancelled under the Share Option Scheme.

Among the 47,000,000 Share Options outstanding, there are: (i) 16,000,000 Share Options granted to two directors of the Company (i.e. 8,000,000 Share Options were granted to each of Ms. Cheung Ka Yee and Mr. Kwong Kai Sing, Benny, both of them have served the Company for more than one year); (ii) 8,000,000 Share Options were granted to an exdirector (i.e. Ms. Tsang Wing Man) who is still an employee of the Group and has served the Company for more than one year; (iii) 14,000,000 Share Options were granted to two consultants (i.e. 7,000,000 Share Options to each consultant, both of them have provided legal advice to the Company for more than one year); and (iv) the remaining balance of 9,000,000 Share Options (with 3,000,000 Share Options vested upon granting, another 3,000,000 Share Options to be vested one year after the granting date and the balance of 3,000,000 Share Options to be vested two years after the granting date) were granted to one employee of the Group in order to provide incentives to him to join the Group in May 2020 so as to develop business in financial services. Each of the aforesaid consultants and the employee mentioned under item (iv) above is not a director, chief executive or substantial shareholder of the Company or any of their respective associates (as defined in the Listing Rules) as at the date of granting the Share Options and at the Latest Practicable Date. The Board has granted the Share Options in order to provide incentives to these six grantees to continuously make contributions to the long-term growth of the Group in the future.

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LETTER FROM THE BOARD

In selecting a proposed grantee, the executive Directors of the Company would consider the contributions made by or to be made by the proposed grantee when making recommendation to the Board. When a proposed grantee is a Director, the executive Directors would put forward their proposal to the remuneration committee of the Company for review before putting the proposal to the Board for consideration. The Board would consider the proposal from the executive Directors and (if applicable) recommendation from the nomination committee.

The purpose of the Share Option Scheme is to provide the Company with a flexible means of giving incentive to, rewarding, remunerating, compensating and/or providing benefits, to the participants and to serve such other purposes as the Board may approve from time to time. As the Company’s outstanding Share Options as described above have been granted to persons who have made contributions and are expected to continuously make contributions to the Group, the Board considers that the previous granting of Share Options as described above has served the purpose of the Share Option Scheme.

Subject to the approval of the Shareholders at the SGM and the Stock Exchange granting the listing of, and the permission to deal in, such number of Shares which may fall to be allotted and issued pursuant to the exercise of options granted under the refreshed Scheme Mandate Limit, on the basis of 933,527,675 Shares (adjusted after Share consolidation becoming effective on 12 May 2020) in issue as at the Latest Practicable Date, and assuming that no Shares are issued or repurchased by the Company prior to the SGM, the Company will be entitled to grant further options under the Share Option Scheme carrying rights to subscribe for up to 93,352,767 Shares, being 10% of the total number of Shares in issue as at the date of passing the relevant resolution at the SGM. Details of the refreshment of Scheme Mandate Limit are set out in the resolution in the Notice of SGM.

The number of Shares to be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and all other share option schemes of the Company must not, in aggregate, exceed 30% of the issued Shares from time to time. The Directors consider that the refreshment of the Scheme Mandate Limit is in the interests of the Company and the Shareholders as a whole.

Conditions of the refreshment of Scheme Mandate Limit

The refreshment of Scheme Mandate Limit is conditional upon:

• (a) the passing of an ordinary resolution to approve the refreshment of Scheme Mandate Limit by the Shareholders at the SGM; and

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LETTER FROM THE BOARD

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares (representing a maximum of 10% of the Shares in issue as at the date of the SGM approving the refreshment of Scheme Mandate Limit) which may fall to be issued pursuant to the exercise of options granted under the refreshed Scheme Mandate Limit.

Listing application

Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares which may be issued upon the exercise of the options to be granted under the aforesaid refreshed limit of the Share Option Scheme.

None of the Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the refreshment of Scheme Mandate Limit becoming effective, the Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Reasons for refreshment of Scheme Mandate Limit

There are adjusted 47,000,000 Shares outstanding since the adoption of the Share Option Scheme, representing approximately 5.1% of the total issued Shares as at the Latest Practicable Date. The Company so far has no intention or plan to grant any Share Options after the proposed refreshment of Scheme Mandate Limit. However, the Directors still consider that the Company should refresh the Scheme Mandate Limit of the Share Option Scheme according to the Company’s issued share capital so that the Company will have greater flexibility to provide incentives to, and recognise the contributions of, the eligible participants (including but not limited to employees and Directors) of the Company and of its subsidiaries (as defined in the Listing Rules) up to 10% of the Company’s issued share capital. The greater flexibility is required to facilitate the Group’s planned growth and development of business particularly in financial services, in that other existing and additional directors, employees, consultants, etc. can be better motivated by way of having adequate incentives under the Share Option Scheme.

THE SGM

The SGM will be convened for the purpose of considering, and if thought fit, approving, the proposed resolution. Notice of the SGM is set out on pages 10 to 11 of this circular.

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LETTER FROM THE BOARD

The Directors confirm that, to the best of their knowledge, information and belief after having made all reasonable enquiries, no Shareholder has a material interest in the proposed resolution. As such, no Shareholder is required to abstain from voting for approving the proposed resolution at the SGM.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 54 Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so desire. In such event, the form of proxy previously submitted shall be deemed to be revoked.

According to the Joint Statement in relation to General Meetings in light of the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Chapter 599G of the Laws of Hong Kong) dated 1 April 2020 issued by the Securities and Futures Commission and the Stock Exchange and the legal advice sought by the Company, the SGM is viewed to be exempted under paragraph 11 of Schedule 1 of the Regulation.

In view of the ongoing Novel Coronavirus (COVID-19) epidemic and recent requirements for prevention and control of its spread by the government of Hong Kong, the Company strongly recommends Shareholders to exercise their voting rights by way of proxy in advance of the SGM. Shareholders who choose to do so should take action as soon as possible to ensure the proxy instructions reach our Hong Kong branch share registrar not less than 48 hours before the time fixed for holding the SGM.

The form of proxy is attached to this circular for registered Shareholders. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of a proxy.

The Company will implement the following measures at the SGM, including:

• compulsory body temperature checks (any person with a fever, respiratory symptoms or a body temperature of over 37.3 degree Celsius will not be permitted access to the meeting venue);

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LETTER FROM THE BOARD

• request of wearing of surgical face masks throughout the meeting (please bring your own) and not wearing surgical face masks will not be permitted access to the meeting venue;

• hand sanitizer will be provided;

• no distribution of corporate gifts and no refreshments will be served; and

• other safety measures as appropriate.

To the extent permitted under law, the Company reserves the right to deny entry into the SGM venue or require any person to leave the SGM venue so as to ensure the health and safety of the attendees at the SGM.

VOTING BY POLL

Pursuant to rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the SGM will therefore demand voting on the resolutions set out in the Notice of the SGM be taken by way of poll pursuant to the Company’s bye-laws.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the proposed resolution in relation to the refreshment of Scheme Mandate Limit is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions to be proposed at the SGM.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board Planetree International Development Limited Dr. Leung Wing Cheung, William Executive Chairman

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NOTICE OF SGM

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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)

NOTICE IS HEREBY GIVEN THAT a special general meeting (“ SGM ”) of Planetree International Development Limited (the “ Company ”) will be held at YUE, First Floor, City Garden Hotel, 9 City Garden Road, North Point, Hong Kong (MTR Fortress Hill Station, Exit B) on Thursday, 9 July 2020 at 10:00 a.m. for the purpose of considering and if thought fit, passing, with or without amendment, the following as resolution of the Company:

ORDINARY RESOLUTION

Refreshment of Scheme Mandate Limit

“ THAT the existing scheme mandate limit in respect of the granting of options to subscribe for shares in the Company under the share option scheme adopted by the Company on 21 May 2015 (the “ Share Option Scheme ”) be refreshed and renewed provided that the total number of shares of the Company which may be allotted and issued pursuant to the grant or exercise of the options under the Share Option Scheme (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) , shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing this resolution (the “ Refreshed Limit ”) and that the Directors be and are hereby authorised, subject to compliance with the Rules Governing the Listing of Securities on the Stock Exchange, to grant options under the Share Option Scheme up to the Refreshed Limit and to exercise all the powers of the Company to allot, issue and deal with shares of the Company pursuant to the exercise of such options.”

By order of the Board

Planetree International Development Limited Dr. Leung Wing Cheung, William Executive Chairman

Hong Kong, 19 June 2020

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NOTICE OF SGM

As at the date of this notice, the board of directors of the Company comprises the following directors:

Executive Directors: Non-Executive Director: Dr. Leung Wing Cheung, William Mr. Kwong Kai Sing, Benny (Executive Chairman) Mr. Lam Hiu Lo Independent Non-Executive Directors: Mr. Liang Kang Mr. Chan Sze Hung Ms. Cheung Ka Yee Mr. Ha Kee Choy, Eugene Mr. Wong Hung Wai Mr. Zhang Shuang Mr. Man Wai Chuen Mr. Chung Kwok Pan

Notes:

1. Any member of the Company entitled to attend and vote at the SGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the SGM. A proxy need not be a member of the Company.

2. Where there are joint holders of any share any one of such joint holder may, subject to the Company’s bye-laws, vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding.

3. In order to be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.

4. Whether or not you intend to attend and vote at the meeting, you are requested to complete and return the form of proxy. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. In order to qualify for attending and voting at the SGM, unregistered holders of share(s) of the Company should ensure that all share transfer documents accompanied by the relevant share certificate(s) must be lodged for registration with the Hong Kong branch share registrar of the Company, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Friday, 3 July 2020.

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