Doyen International : DISCLOSEABLE TRANSACTION IN RELATION TO FACTORING AGREEMENT

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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

IN RELATION TO

FACTORING AGREEMENT

THE FACTORING AGREEMENT

On 15 April 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 Chongqing Jia Wang entered into the Factoring Agreement, pursuant to which the Dongrui agreed to provide financing being secured by accounts receivables assigned to Chongqing Jia Wang from the factoring customers of Chongqing Jia Wang for a period of one year from the date of signing of the Factoring Agreement with the factoring principal amount of RMB20,535,714.29 (equivalent to approximately HK$24.4 million).

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 14.07 of the Listing Rules, the transaction contemplated under the 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 Factoring Agreement exceed(s) 5% but is/are less than 25%, the transaction contemplated under the 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.

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INTRODUCTION

On 15 April 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 Chongqing Jia Wang entered into the Factoring Agreement, pursuant to which the Dongrui agreed to provide financing being secured by accounts receivables assigned to Chongqing Jia Wang from the factoring customers of Chongqing Jia Wang for a period of one year from the date of signing of the Factoring Agreement with the factoring principal amount of RMB20,535,714.29 (equivalent to approximately HK$24.4 million).

To the best knowledge and belief of the Directors, Chongqing Jia Wang and its ultimate beneficial owners are independent third parties of the Company. The ultimate beneficial owners of Chongqing Jia Wang are Mr. Liu Wei and Mr. Wang Chengtao.

THE FACTORING AGREEMENT WITH CHONGQING JIA WANG

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

Date of agreement:	15 April 2021
Parties:	Dongrui
	Chongqing Jia Wang
Financing term:	From the date of this agreement to 14 April 2022
Transfer of accounts	Subject to the terms and conditions of the 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 RMB23,000,000 (equivalent to approximately HK$27.4
	million).
Consideration:	Dongrui has agreed to pay Chongqing Jia Wang a consideration of
	RMB20,535,714.29 (equivalent to approximately HK$24.4 million) for
	the transfer of all the Accounts Receivable upon the execution of the
	Factoring Agreement.
Interest rate:	12% per annum
Type of factoring:	The factoring is with recourse. Dongrui may demand Chongqing Jia
	Wang 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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Repayment upon repurchase: Upon the exercise of repurchase right by Dongrui, Chongqing Jia Wang shall repay principal with interest and other related expenses 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.

Chongqing Jia Wang is established in the PRC with limited liability. It is principally engaged in sales of building construction material and machinery.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, Chongqing Jia Wang and its ultimate beneficial owners are Independent Third Parties not connected with the Company and connected persons of the Company. The ultimate beneficial owners of Chongqing Jia Wang are Mr. Liu Wei and Mr. Wang Chengtao.

To the best knowledge of the Directors, Chongqing Jia Wang and its ultimate beneficial owners do not have any other past or present relationships, whether, formal or informal, business or otherwise, implied or explicit, with the Company's existing customers.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

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 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 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 Chongqing Jia Wang under the Factoring Agreement will be financed by the internal resources of the Group.

Given the Factoring Agreement was 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 Factoring Agreement are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.

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IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 14.07 of the Listing Rules, the transaction contemplated under the 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 Factoring Agreement exceed(s) 5% but is/are less than 25%, the transaction contemplated under the 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 Chongqing Jia Wang as referred to in the
	underlying transaction documents entered into between Chongqing Jia
	Wang and its factoring customers pursuant to the Factoring Agreement
"Board"	the board of Directors of the Company
"Chongqing Jia Wang"	重慶嘉望商貿有限公司 (Chongqing Jia Wang Trading Limited*), a
	limited liability company established in the PRC, which is principally
	engaged in sales of building construction material and machinery
'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
"Director(s)"	the director(s) of the Company
"Dongrui"	東銳商業保理（上海）有限公司 (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 the 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
"HK$"	the Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC

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"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"	東葵融資租賃（上海）有限公司 (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
"Factoring Agreement"	a non-revolving factoring financial agreement, entered into between
	Dongrui and Chongqing Jia Wang on 15 April 2021 pursuant to which
	Dongrui agreed to accept the transfer of all the Accounts Receivable
	for a consideration of RMB20,535,714.29 (equivalent to approximately
	HK$24.4 million) to be paid upon 14 April 2022
"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"	The Stock Exchange of Hong Kong Limited

On behalf of the Board

Doyen International Holdings Limited

Cho Chun Wai

Company Secretary

Hong Kong, 15 April 2021

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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

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