Doyen International : DISCLOSEABLE TRANSACTION IN RELATION TO THE RE-FACTORING AGREEMENT

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DOYEN INTERNATIONAL HOLDINGS LIMITED ؇ვ਷ყછٰϞࠢʮ̡

(incorporated in Hong Kong with limited liability)

(Stock Code: 668)

DISCLOSEABLE TRANSACTION

IN RELATION TO

THE RE-FACTORING AGREEMENT

THE RE-FACTORING AGREEMENT

On 26 March 2021, Dongrui, a direct wholly-owned subsidiary of the JV Company, a sino-foreign joint venture enterprise established under the laws of the PRC owned as to, through East Profit Investments, 77.58% by the Company as at the date of this announcement, and Chung Ho entered into the Re-Factoring Agreement, pursuant to which the Dongrui agreed to provide financing being secured by accounts receivables assigned to Chung Ho from the factoring customers of Chung Ho for a period of 200 calendar days from the date of signing of the Re-Factoring Agreement with the factoring principal amount of RMB21,492,420.19 (equivalent to approximately HK$25.6 million).

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 14.07 of the Listing Rules, the transaction contemplated under the Re-Factoring Agreement constitutes a notifiable transaction of the Company, as one of the applicable percentage ratios (defined under the Listing Rules) in respect of the transactions contemplated under the Re-Factoring Agreement exceed(s) 5% but is/are less than 25%, the transaction contemplated under the Re-Factoring Agreement constitutes discloseable transaction of the Company and is thus subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

On 26 March 2021, Dongrui, a direct wholly-owned subsidiary of the JV Company, a sino-foreign joint venture enterprise established under the laws of the PRC owned as to, through East Profit Investments, 77.58% by the Company as at the date of this announcement, and Chung Ho entered into the Re-Factoring Agreement, pursuant to which the Dongrui agreed to provide financing being secured by accounts receivables assigned to Chung Ho from the factoring customers of Chung Ho for a period of 200 calendar days from the date of signing of the Re-Factoring Agreement with the factoring principal amount of RMB21,492,420.19 (equivalent to approximately HK$25.6 million).

To the best knowledge and belief of the Directors, Chung Ho and its ultimate beneficial owners independent third parties of the Company. The ultimate beneficial owner of Chung Ho are Mr. Ren Haixian and Mr. Lin Maijing.

THE RE-FACTORING AGREEMENT WITH CHUNG HO

The principle terms of the Re-Factoring Agreement are set out as follows:

Date of agreement:	26 March 2021
Parties:	Dongrui
Chung Ho
Financing term:	200 calendar days from the date of signing of the Re-Factoring Agreement
Transfer of accounts	Subject to the terms and conditions of the Re-Factoring Agreement, the
receivable:	creditor's rights and relevant rights of the Accounts Receivable shall
be transferred to Dongrui, with the transfer amount of the Accounts
Receivable of RMB22,681,948.75 (equivalent to approximately HK$27.0
million).
Consideration:	Dongrui has agreed to pay Chung Ho a consideration of RMB21,992,420.19
(equivalent to approximately HK$25.6 million) for the transfer of all the
Accounts Receivable upon the execution of the Re-Factoring Agreement.
Interest rate:	10.10% per annum
Default interest:	Default interest of 0.1% for each day after the end of term
Type of factoring:	The factoring is with recourse. Dongrui may demand Chung Ho to
repurchase all the outstanding Accounts Receivable upon the end of the
term, including but not limited to the principal amount of the outstanding
Accounts Receivable, interest and other related expense incurred by the
outstanding accounts receivable.
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Repurchase of accounts	The factoring is with recourse. Dongrui may demand Chung Ho to
receivable:	repurchase all the outstanding Accounts Receivable upon the end of the
term, including but not limited to the principal amount of the outstanding
Accounts Receivable and interest incurred by the outstanding accounts
receivable
Repayment:	Upon the exercise of repurchase right by Dongrui, Chung Ho shall repay
principal with interest to be paid in a lump sum upon the end of the term

INFORMATION OF THE PARTIES

The Company is principally engaged in investment holding. Its subsidiaries are principally engaged in investment property holding in the PRC, provision of financing to customers in the PRC and investment holding.

The JV Company is established in the PRC with limited liability, a non-wholly owned subsidiary of the Company, of which 77.58% equity interest is owned by the Company. It is mainly engaged in the business of provision of finance lease.

Dongrui is an indirect non-wholly owned subsidiary of the Company established in the PRC with limited liability. It is principally engaged in importing and exporting factoring business, domestic and offshore factoring business and consulting service related to commercial factoring.

Chung Ho is established in the PRC with limited liability. It is principally engaged in provision of loan factoring service.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, Chung Ho and its ultimate beneficial owner(s) are Independent Third Parties not connected with the Company and connected persons of the Company. The ultimate beneficial owner of Chung Ho are Mr. Ren Haixian and Mr. Lin Maijing.

REASONS FOR AND BENEFITS OF THE TRANSACTION

Dongrui's principal activity is importing and exporting factoring business, domestic and offshore factoring business and consulting service related to commercial factoring.

The terms of the Re-Factoring Agreement are agreed after arm's length negotiations between the parties on normal commercial terms. The Directors consider that the entering into of the Re-Factoring Agreement is in the ordinary and usual course of business of Dongrui and will generate revenue and cash flow stream from the factoring interest. The provision of factoring principal amount to Chung Ho under the Re-Factoring Agreement will be financed by the internal resources of the Group.

Given the Re-Factoring Agreement were entered into in the ordinary and usual course of business of the Company on normal commercial terms, the Directors are of the view that the terms of the Re-Factoring Agreement are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 14.07 of the Listing Rules, the transaction contemplated under the Re-Factoring Agreement constituted a notifiable transaction of the Company, as one of the applicable percentage ratios (defined under the Listing Rules) in respect of the transaction contemplated under the Re-Factoring Agreement exceed(s) 5% but is/are less than 25%, the transaction contemplated under the Re-Factoring Agreement constitutes discloseable transaction of the Company and is thus subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

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

"Accounts Receivable"	the accounts receivable of Chung Ho as referred to in the underlying
transaction documents entered into between Chung Ho and its factoring
customers pursuant to the Re-Factoring Agreement
"Board"	the board of Directors of the Company
'Company"	Doyen International Holdings Limited (Stock code: 668), a company
incorporated in Hong Kong with limited liability, the issued shares of
which are listed on the Main Board of the Stock Exchange
"Chung Ho"	ʕႴਠ䣽ڭଣϞࠢʮ̡ (Chung Ho Commercial Factoring Limited*),
a limited liability company established in the PRC, which is principally
engaged in provision of loan factoring service.
"Director(s)"	the director(s) of the Company
"Dongrui"	؇ቚਠุڭଣ€ɪऎϞࠢʮ̡ (Dongrui Factoring (Shanghai)
Limited*) is a wholly owned subsidiary of the JV Company established
in the PRC with limited liability. It is principally engaged in PRC and
offshore factoring service.
"East Profit Investments"	East Profit Global Investments Limited, a company incorporated in the
British Virgin Islands with limited liability, an indirect wholly owned
subsidiary of the Company
"Group"	the Company and its subsidiaries as at the date of this announcement
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"HK$"

"Hong Kong"

the Hong Kong dollar(s), the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC

"Independent Third Party(ies)"

any person or company who is not a connected person (as defined under the Listing Rules) of the Company, and is independent of and not connected with the Company and its connected persons (as defined under the Listing Rules)

"JV Company"

؇ໟፄ༟ॡ༣€ɪऎϞࠢʮ̡ (Dongkui Financial Leasing (Shanghai) Co. Ltd.*) the JV Company is established in the PRC with limited liability, a non-wholly owned subsidiary of the Company, of which 77.58% equity interest is owned by the Company. It is mainly engaged in the business of provision of financial lease

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange

"PRC"

the People's Republic of China, and for the purpose of this announcement only, excluding Hong Kong, the Macao Special Administrative Region of the People's Republic of China and Taiwan

"RMB"

Renminbi, the lawful currency of the PRC

"Re-Factoring Agreement"

a non-revolving re-factoring financial agreement, entered into between Dongrui and Chung Ho on 26 March 2021, pursuant to which Dongrui agreed to accept the transfer of all the Accounts Receivable for a consideration of RMB21,492,420.19 (equivalent to approximately HK$25.6 million) to be paid upon 11 October 2021

"Shares"

the ordinary share(s) of HK$0.01 each in the share capital of the Company

"Shareholder(s)"

holder(s) of the Share(s)

"Stock Exchange"

Hong Kong, 26 March 2021

The Stock Exchange of Hong Kong Limited

On behalf of the Board

Doyen International Holdings Limited

Cho Chun Wai

Company Secretary

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; and Ms. Luo Shaoying (Vice Chairman) and Mr. Pan Chuan as non-executive Directors; and Mr. Chan Ying Kay, Mr. Leung Kin Hong and Mr. Wang Jin Ling as independent non-executive Directors

For illustrative purpose of this announcement and unless otherwise specified, conversion of RMB into HK$ is based on the exchange rate of RMB1.00 = HK$1.19.

* For identification purposes only