Doyen International : DISCLOSEABLE TRANSACTION RELATING TO THE PROVISION OF LOAN

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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)

DISCLOSEABLE TRANSACTION

RELATING TO THE PROVISION OF LOAN

The Board announces that on 21 October 2019, 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, as lender entered into the Loan Agreement with the Borrower, pursuant to which the JV Company has agreed to grant a loan in the amount of RMB30,000,000 (equivalent to approximately HK$33,900,000) to the Borrower for a term of 12 months at the interest rate of 11% per annum. The Loan is secured by guarantee provided by the Guarantor.

The transactions contemplated under the Loan Agreement constitute a discloseable transaction for the Company pursuant to Rule 14.06(2) of the Listing Rules.

On 21 October 2019, 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, as lender entered into the Loan Agreement with the Borrower, pursuant to which the JV Company has agreed to grant a loan in the amount of RMB30,000,000 (equivalent to approximately HK$33,900,000) to the Borrower for a term of 12 months at the interest rate of 11% per annum.

The Loan will be used by the Borrower as day-to-day working capital.

THE LOAN AGREEMENT

Date:

Lender:

21 October 2019

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.

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Borrower:

Principal Loan

• Amount:
  Term:

Purpose:

Interest:

Repayment:

Governing Law:

Others:

SECURITY

儋州中誠裝修有限公司(Dan Zhou Zhongcheng Decoration Co., Ltd.*), a company established with limited liability under the laws of the PRC.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Borrower and its ultimate beneficial owner(s) are Independent Third Parties.

RMB30,000,000 (equivalent to approximately HK$33,900,000).

A period of 12 months, from 23 October 2019 to 22 October 2020.

The Loan shall be applied and used by the Borrower as day-to-day working capital.

11% per annum and calculated as follow :-

Principal Loan amount x 11% x (Actual number of days in the term / 360).

The Borrower shall pay the above-mentioned interest of the Loan to the JV Company quarterly on 20 December 2019, 20 March 2020, 20 June 2020, 20 September 2020 and 22 October 2020. The Borrower shall repay the principal amount of the Loan at the end of the term of the Loan.

PRC laws.

In the event that the Borrower fails to pay any sum payable under the Loan Agreement when due, default interest and compound interest may be charged for each day of late repayment at the rate of 5.5% above the interest rate of the Loan.

In consideration of the provision of the Loan to the Borrower under the Loan Agreement, the Guarantor entered into the corporate guarantee and security agreement on 21 October 2019 as security for the obligations of the Borrower under the Loan Agreement, pursuant to which the Guarantor has also agreed to pledge the Real Estate Registration Certificate of its property with a valuation of RMB35,000,000 (equivalent to approximately HK$39,550,000) in Sanya City, the PRC.

To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, the Guarantor and its respective ultimate beneficial owners are Independent Third Parties.

REASONS FOR GRANTING THE LOAN

The provision of the Loan will provide interest income to the JV Company. The Loan will be recorded as loan receivable under current asset of the Group.

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The terms of the Loan Agreement were arrived at after arm's length negotiations between the JV Company and the Borrower. The Directors are of the view that the Loan Agreement and its terms are fair and reasonable and in the best interests of the Group and the Shareholders as a whole.

INFORMATION ON THE BORROWER AND THE GUARANTOR

The Borrower is a limited liability company established under the PRC laws and its principal business activities include indoor and outdoor decoration works, indoor and outdoor design and decoration, and sale of construction and decoration materials.

The Guarantor is a limited liability company established under the PRC laws and its principal business activities include property development, operation and sale, corporate management and business investment.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Borrower and its ultimate beneficial owner(s), the Guarantor and its ultimate beneficial owner(s) are Independent Third Parties not connected with the Company and connected persons of the Company.

INFORMATION ON THE COMPANY, THE GROUP AND THE JV COMPANY

The Company is principally engaged in investment holding, and its subsidiaries are principally engaged in property investment business including operation of a shopping mall and financial leasing.

The JV Company is a sino-foreign joint venture enterprise established under the laws of the PRC. It is an indirect non-wholly owned subsidiary of the Company, in which 77.58% of its equity interest is held by the Group. The JV Company is principally engaged in financial leasing.

GENERAL

Since one or more of the applicable percentage ratios as defined in Rule 14.06 of the Listing Rules is 5% or more, but all are less than 25%, the transactions contemplated under the Loan Agreement constitute a discloseable transaction for the Company pursuant to Rule 14.06(2) of the Listing Rules.

DEFINITIONS
"Board"	the board of Directors
"Borrower"	儋州中誠裝修有限公司(Dan Zhou Zhongcheng Decoration Co., Ltd *), a
	company established with limited liability under the laws of the PRC
"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
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Directors"	directors of the Company

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"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
"Guarantor"	三亞大興集團有限公司 (Sanya Daxing Group Co., Ltd.*), a company
	established with limited liability under the laws of the PRC
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	Hong Kong Special Administrative Region of the PRC
"Independent Third	party(ies) who, together with his/her ultimate beneficial owner(s) is/are
Party(ies)"	persons independent of the Company and its connected persons
"JV Company"	東葵融資租賃（上海）有限公司 (Dongkui Financial Leasing (Shanghai) Co.
	Ltd.*), a sino-foreign joint venture enterprise established under the laws of
	the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock Exchange
"Loan"	a term loan in the aggregate principal amount of RMB30,000,000
	(equivalent to approximately HK$33,900,000) granted by the JV Company
	to the Borrower pursuant to the terms of the Loan Agreement
"Loan Agreement"	a loan agreement dated 21 October 2019 entered into between the JV
	Company and the Borrower, the details of which are set out in the section
	headed "The Loan Agreement"in this announcement
"PRC"	the People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholders"	shareholders of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent
	By order of the Board
	Doyen International Holdings Limited
	Cho Chun Wai
	Company Secretary and Executive Director

Hong Kong, 21 October 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, Mr. Leung Kin Hong and Mr. Wang Jin Ling as independent non-executive Directors.

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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$1.13.

*   For identification purpose only

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