Newtree Group Holdings Limited (SEHK:1323) signed an agreement to acquire 10% stake in China Energy Trading Company Limited from David Woo Man Wai for HKD 5.1 million on January 23, 2013. Newtree Group Holdings Limited will acquire sale shares and sale loan of HKD 1.95 million of China Energy Trading Company Limited. The consideration includes issuance of 2.5 million shares of Newtree Group Holdings Limited. In related transaction, 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 43.2 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. China Energy Trading Company Limited recorded net profit before taxation of HKD 4.92 million, net profit after taxation of HKD 4.12 million and net asset value of HKD 3.05 million for the year ended March 31, 2012.

The deal is subject to due diligence, all necessary consents, licences and approvals required to be obtained on the part of David Woo Man Wai and China Energy in respect of the agreement, the passing by the independent shareholders at the EGM approving the China Energy agreement, the listing committee of the stock exchange granting listing of and permission to deal in the China Energy Consideration Shares, the obtaining of a PRC legal opinion from a PRC legal adviser appointed by Newtree Group in relation to the China Energy ancillary documents, Newtree Group and David Woo Man Wai's warranties remaining true and accurate in all respects. If any of the conditions has not been satisfied (or, as the case may be, waived by the If any of the conditions has not been satisfied on or before March 29, 2013, the agreement shall cease. Newtree Group has established independent Board committee comprising all the independent non-executive to advise the independent shareholders regarding the transaction. The deal is expected to complete within three business days after all the conditions of the have been fulfilled or waived. 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 transaction has been recommended by the board to vote in favour of the transaction.

As of April 12, 2013, the transaction was approved by the shareholders of Newtree Group. INCU Corporate Finance Limited and Nuada Limited acted as financial advisor, Poon Wing Ho acted as accountant and Tricor Investor Services Limited acted as transfer agent for Newtree Group. Greater China Appraisal Limited is appointed for independent professional valuation.