Doyen International : Announcements and Notices - (1) Very Substantial Acquisition and Connected Transaction in Relation to the Acquisition of Equity Interest in Doyen Shell; and (2) Very Substantial Disposal and Connected Transaction in Relation to the Disposal of Equity Interest in Doyen Shell Supplemental Agreement and Delay in Despatch of Circular

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DOYEN INTERNATIONAL HOLDINGS LIMITED

東 銀 國 際 控 股 有 限 公 司

(incorporated in Hong Kong with limited liability)

(Stock Code: 668)

1. VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF EQUITY INTEREST IN DOYEN SHELL;

AND

1. VERY SUBSTANTIAL DISPOSAL AND CONNECTED TRANSACTION IN RELATION TO THE DISPOSAL OF EQUITY INTEREST IN DOYEN SHELL

SUPPLEMENTAL AGREEMENT

AND

DELAY IN DESPATCH OF CIRCULAR

Reference is made to (i) the announcement of Doyen International Holdings Limited (the "Company", together with its subsidiaries, the "Group") dated 28 December 2018 in relation to the Acquisition and the Repurchase (the "Announcement"); (ii) the announcement of the Company dated 15 February 2019 in relation to the supplemental agreement to the Equity Interest Transfer Agreement (the "Supplemental Agreement Announcement"); and (iii) the announcement of the Company dated 28 February 2019 in relation to the delay in despatch of circular (the "Delay Announcement"). Unless otherwise stated, terms used in this announcement shall have the same meanings as those defined in the Announcement and the Supplemental Agreement Announcement.

SUPPLEMENTAL AGREEMENT

As disclosed in the Supplemental Agreement Announcement, on 15 February 2019, the Company, Chongqing Baoxu, the JV Company, the Borrower and Shuorun Petrochemical entered into the Supplemental Agreement to, among others, extend (i) the deadline of fulfillment of each of the Conditions to 30 June 2019 or such later date otherwise unanimously agreed by the parties to the Equity Interest Transfer Agreement in writing; and (ii) the Completion Deadline to 31 August 2019 or such later date otherwise unanimously agreed by the parties to the Equity Interest Transfer Agreement.

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As the parties to the Equity Interest Transfer Agreement expect that more time would be required for fulfilling all the Conditions, the Company, Chongqing Baoxu, the JV Company, the Borrower and Shuorun Petrochemical entered into a second supplemental agreement (the "Second Supplemental Agreement") to, among others, extend both (i) the deadline of fulfillment of each of the Conditions; and

1. the Completion Deadline to 30 September 2019 or such later date otherwise unanimously agreed by the parties to the Equity Interest Transfer Agreement.

Save as disclosed above, all the material terms and conditions of the Equity Interest Transfer Agreement remain unchanged. The Company is of the view that the extension of deadline of fulfillment of the Conditions would not have any material adverse impact on the business and performance of the Group.

As Completion is conditional upon the fulfillment of the conditions precedent set out in the Equity Interest Transfer Agreement, and is conditional upon, among other things, the Company being satisfied with the results of the due diligence review and the obtaining of the Shareholders' approval for the Equity Interest Transfer Agreement and the transactions completed thereunder, the transactions contemplated under the Equity Interest Transfer Agreement may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares or other securities of the Company.

DELAY IN DESPATCH OF CIRCULAR

As stated in the Delay Announcement, a circular containing, among other matters, (i) further details of the Agreements and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Equity Interest Transfer Agreement and the transactions contemplated thereunder; (iv) financial information of Doyen Shell; and (v) a notice of the EGM, is expected to be despatched to the Shareholders on or before 30 April 2019.

As additional time is required for the Company to prepare and finalise the content of the Circular, the Company expects that the despatch date of the Circular will be delayed to a date on or before 31 August 2019.

By Order of the Board

Doyen International Holdings Limited

Cho Chun Wai

Company Secretary and Executive Director

Hong Kong, 28 June 2019

As at the date of this announcement, the Board comprises Mr. Lo Siu Yu (Chairman), Mr. Tai Xing (Chief Executive Officer) and Mr. Cho Chun Wai as executive Directors; Ms. Luo Shaoying (Vice Chairman), Mr. Pan Chuan and Mr. Qin Hong as non-executive Directors; and Mr. Chan Ying Kay, Dr. Zhu Wenhui and Mr. Wang Jin Ling as independent non-executive Directors.

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