Planetree International Development : DISCLOSEABLE TRANSACTION IN RELATION TO DISPOSAL OF LISTED EQUITY INVESTMENTS

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.

PLANETREE INTERNATIONAL DEVELOPMENT LIMITED

梧 桐 國 際 發 展 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code: 00613)

DISCLOSEABLE TRANSACTION

IN RELATION TO

DISPOSAL OF LISTED EQUITY INVESTMENTS

THE DISPOSAL

On 30 September 2019 (after trading hours), the Vendor, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Purchaser, pursuant to which the Purchaser has conditionally agreed to acquire and the Vendor has conditionally agreed to sell, the Sale Shares, representing approximately 2.58% of the issued share capital of C C Land, at the Sale Price of HK$200 million.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Disposal exceeds 5% but are all less than 25%, the Disposal constitutes a discloseable transaction of the Company and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

THE DISPOSAL

On 30 September 2019 (after trading hours), the Vendor, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Purchaser, pursuant to which the Purchaser has conditionally agreed to acquire and the Vendor has conditionally agreed to sell, the Sale Shares, representing approximately 2.58% of the issued share capital of C C Land, at the Sale Price of HK$200 million.

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The principal terms of the Sale and Purchase Agreement are set out below:

Date

30 September 2019

Parties

1. the Purchaser; and
2. the Vendor

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, the Purchaser is third party independent of and not connected with the Company and its connected persons (as defined in the Listing Rules).

Assets to be disposed of

The Sale Shares, representing approximately 2.58% of the issued share capital of CC Land, have been held by the Group as listed equity investments. As at 30 June 2019, the unaudited carrying amount of the Group's investment in the Sale Shares amounted to HK$181 million.

Consideration

The Sale Price for the sale and purchase of the Sale Shares is HK$200 million and payable by the Purchaser to the Vendor in the following manner:

• HK$10 million be payable on Completion; and
• the remaining HK$190 million be settled upon Completion by the issuance of the Promissory Note.

Basis of the Consideration

The Sale Price was determined after arm's length negotiations between the Purchaser and the Vendors with reference to the market price of Sale Shares and the timing for settlement of the Sale Price by the Purchaser.

Condition Precedent

Completion shall be conditional upon fulfilment of the requirements by the Company under the Listing Rules in relation to the Sale and Purchase Agreement and transactions contemplated thereunder.

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If the condition mentioned above has not previously been fulfilled on or before on or before 5:00 p.m. on 31 October 2019 (or such later date as the Vendors and the Purchaser may agree), the Sale and Purchase Agreement shall thereupon terminate and the parties thereto shall have no further claims against the other under the Sale and Purchase Agreement for costs, damages compensation or otherwise, save in respect of any antecedent breaches.

Completion

Completion of the Sale and Purchase Agreement shall take place before the close of business on the Business Day on which the condition precedent of the Sale and Purchase Agreement shall has been satisfied (or such other date as the parties thereto may agree in writing).

The condition precedent of the Sale and Purchase Agreement has been fulfilled and Completion took place on 30 September 2019.

Operation of the Designated Securities Account

After Completion, the Sale Shares shall be kept in the Designated Securities Account until full and final payment of all sums payable under the Promissory Note by the Purchaser. The operation of the Designated Securities Account shall be monitored by the Monitor. Before full and final payment of all sums payable under the Promissory Note by the Purchaser:

1. the Purchaser and the Vendor shall try their best endeavours to assist the Monitor to monitor and examine the daily operations of the Designated Securities Account and the dealings involving the Sale Shares, and the Monitor shall report to the Vendor on a timely basis all such dealings and transactions under the Designated Securities Account;
2. all the account statements and transaction documents in relation to the Designated Securities Account shall be copied to the Monitor on a timely basis; and
3. any dealings involving the Sale Shares or under the Designated Securities Account by the Purchaser shall be subject to the prior notice to the Monitor and prior consent from the Vendor.

The Purchaser has undertaken that before full and final payment of all sums payable under the Promissory Note, he will not dispose of or deal with any of the Sale Shares without prior consent from the Vendor provided that such consent shall not be unreasonably withheld by the Vendor.

INFORMATION OF C C Land

C	C	Land	is	a company incorporated in the British Virgin Islands. The principal activities of
C	C	Land	are	investment holding and provision of corporate management services. The principal

activities of subsidiaries of C C Land focus on property development.

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The audited financial information of C C Land for the two financial years ended 31 December 2017 and 31 December 2018 respectively are set out as follows:

	For the	For the
	year ended	year ended
	31 December	31 December
	2017	2018
	(HK$'000)	(HK$'000)
	audited	audited
Net profit before taxation	303,493	190,570
Net profit after taxation	291,876	171,099
FINANCIAL EFFECT OF THE DISPOSAL

The estimated gain from the Disposal amounts to approximately HK$19 million which is calculated at the Sale Price of the Sale Shares of HK$200 million less the unaudited carrying amount of the Group's investment in the Sale Shares as at 30 June 2019 of HK$181 million. This estimated gain from Disposal will be accounted for in the profit or loss of the Group, subject to audit.

It should be noted that the aforementioned estimation is for illustrative purposes only and does not purport to represent how the financial position of the Group will be after the Completion.

It is expected that the net proceeds from the Disposal will be used for the Group's general working capital and/or money lending business.

REASONS FOR AND BENEFITS AND THE USE OF PROCEEDS OF THE DISPOSAL

The principal activities of the Group are (i) treasury management; (ii) money lending; and (iii) property leasing.

The Company intends to utilize the total consideration from the Disposal of HK$200 million less estimated expenses of approximately HK$500,000 for the Group's general working capital and/or money lending business.

The Directors are of the view that the Disposal represents a good opportunity for the Group to realise its investment in the Sale Shares for a reasonable return so as to enable the Group to re-allocate more financial resources on future potential investment opportunities and the general working capital of the Group.

In view of the above, the Directors (including the independent non-executive Directors) consider that the Consideration is fair and reasonable and the Disposal is on normal commercial terms which are fair and reasonable, and the entering into of the Sale and Purchase Agreement is in the interests of the Company and the Shareholders as a whole.

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LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Disposal exceeds 5% but are all less than 25%, the Disposal constitutes a discloseable transaction of the Company and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

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

"Agreement"	the agreement dated 30 September 2019 entered into by the Purchaser and
	the Vendor in respect of the Disposal
"Board"	the board of Directors
"Business Day(s)"	any day on which banks in Hong Kong are generally open for business,
	except a Saturday, a Sunday, any other public holiday, and any day on
	which a tropical cyclone warning no.8 or above or a "black" rainstorm
	warning signal is issued in Hong Kong at any time between 9:00 a.m. and
	5:00 p.m.
"C C Land"	C C Land Holdings Limited, a company incorporated in Bermuda with
	limited liability, the shares of which are listed on the main board of the
	Stock Exchange (with stock code: 1224)
"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 (with stock code: 00613)
"Completion"	the completion of the sale and purchase of the Sale Shares pursuant to the
	Sale and Purchase Agreement
"Designated Securities	a securities account of the Purchaser opened with a securities house for
Account"	holding the Sale Shares after Completion in accordance with the terms
	and conditions of the Sale and Purchase Agreement
"Director(s)"	the director(s) of the Company
"Disposal"	the disposal of the Sale Shares by the Vendor to the Purchaser pursuant to
	the Sale and Purchase Agreement
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
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"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Monitor"	a firm of solicitors jointly appointed by the Purchaser and the Vendor to
	monitor and examine the daily operations of the Designated Securities
	Account in accordance with the provisions of the Sale and Purchase
	Agreement
"Promissory Note"	an zero coupon promissory note of principal amount of (HK$190 million)
	to be issued by the Purchaser to the Vendor (or its nominee) on the date
	of Completion with maturity on 30 June 2021
"Purchaser"	Mr. Liu, Andrew, an individual
"Sale Price"	HK$200 million, being the consideration payable by the Purchaser to the
	Vendor in respect of the Sale Shares pursuant to the Sale and Purchase
	Agreement
"Sale Shares"	100,000,000 ordinary share(s) of par value of HK$0.10 each issued by
	C C Land, representing approximately 2.58% of the issued share capital of
	C C Land, which are currently owned by the Vendor
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of the Company
"Shareholders"	holders of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Vendor"	Regulator Holdings Limited, a company incorporated in the British Virgin
	Islands and an indirect wholly-owned subsidiary of the Company
"%"	per cent.
	By order of the Board
	Planetree International Development Limited
	Tsang Wing Man
	Executive Director

Hong Kong, 30 September 2019

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As at the date of this announcement, the Board comprises the following Directors:

Executive Directors:	Independent Non-Executive Directors:
Mr. Lam Hiu Lo	Mr. Chan Sze Hung
Mr. Liang Kang	Mr. Ha Kee Choy, Eugene
Ms. Cheung Ka Yee	Mr. Kwong Kai Sing, Benny
Ms. Tsang Wing Man

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