Newtree Group Holdings Limited (SEHK:1323) entered into a conditional agreement to acquire China Indonesia Alliances Coal Investment Company Limited from David Woo Man Wai for HKD 42.7 million on January 23, 2013. In related transactions, Newtree Group Holdings agreed to acquire China Energy Trading Company Limited from David Woo Man Wai for HKD 4.1 million and Newtree Group Holdings agreed to acquire China Petro-chemical Resources Trading Company Limited from David Woo Man Wai for HKD 2.49 million on January 23, 2013. The consideration includes payment of HKD 3.24 million in cash, HKD 4 million by issue of promissory notes and issuance of 17.5 million shares of Newtree Group Holdings. The cash portion of the consideration will be financed with the internal resources of Newtree Group.

Woo Man Wai guaranteed to Newtree Group Holdings Limited that the actual profit of China Coal Alliances Trading Company Limited, subsidiary of China Indonesia Alliances Coal Investment Company Limited, shall be not less than the profit guarantee, being not less than HKD 4 million for the period from April 1, 2013 to March 31, 2014. China Indonesia Alliances Coal Investment Company Limited reported net assets of HKD 0.08 million for the period ended December 31, 2012. The transaction is conditional upon results of the due diligence review being satisfactory, obtaining all necessary consents, licenses and approvals, approval by the shareholders of Newtree Group, the listing committee of the stock exchange granting listing of and permission to deal in the consideration shares and the obtaining of a valuation report stating the valuation of China Coal Alliances to be not less than or equal to HKD 40 million. If any of the conditions has not been satisfied on or before March 29, 2013, the agreement shall cease.

The completion of the transaction will take place within 3 days of the fulfillment of all the conditions. An independent committee of the Board of Newtree Group Holdings has been established to advise the shareholders in respect of the acquisition. The Directors of Newtree Group are of the opinion that the terms of the agreement are fair and reasonable and in interest of Newtree Group and its shareholders as a whole. The Independent Board Committee of Newtree Group recommended its shareholders to approve the transaction. As of March 22, 2013, if any of the conditions has not been satisfied on or before April 30, 2013, the agreement shall cease. The deal is subject to approval by extraordinary general meeting of Newtree Group Holdings Limited on April 12, 2013. As of April 12, 2013, the deal was approved by shareholders of Newtree. INCU Corporate Finance Limited and Nuada Limited acted as financial advisors to Newtree Group. Tricor Investor Services Limited acted as transfer agent to Newtree Group Holdings.