PLANETREE INT'L: PCL has entered into a subscription agreement with Haotian International Construction Investment Group

According to the announcement from PLANETREE INT'L (00613), on September 17, 2025 (after trading hours), PCL (a wholly-owned subsidiary of the company) entered into a subscription agreement with the subscriber, Haotian International Construction Investment Group Co., Ltd. (stock code: 1341.HK). Under this agreement, PCL conditionally agreed to issue and allot subscription shares at a subscription price of HKD 400 million (i.e., 850 new shares of PCL), and the subscriber conditionally agreed to subscribe for these shares, with the subscriber paying for the issued shares at a price of HKD 0.25 per share to PCL (or its nominee) by way of issuing 1.6 billion consideration shares credited as fully paid upon completion.

Upon completion, the company's equity interest in PCL will be diluted from 100% to approximately 70.2%. PCL will remain a subsidiary of the company, and PCL's financial performance will continue to be consolidated into the group's financial statements. The subscriber will hold an equity interest in approximately 29.8% of PCL.

The issue price of HKD 0.25 per consideration share represents a discount of approximately 7.4% to the closing price of HKD 0.27 per share reported by the subscriber on the Stock Exchange on the date of the subscription agreement.

The company has been actively seeking investment opportunities to ensure its long-term sustainable development and to create better returns for its shareholders. The board of directors believes that the subscription is strategically beneficial to the group, with the main reasons and benefits as follows:

Creating value through cross-shareholding. The group will hold approximately 14.8% of the expanded share capital of the subscriber, forming a mutually beneficial cross-shareholding structure. This arrangement is expected to promote ongoing cooperation between the two parties, achieve value sharing, and generate potential synergies, ultimately bringing greater long-term returns to the shareholders of both entities.

Optimizing the quality of the investment portfolio. Tactical and strategic investments constitute a significant part of the group's main business. The consideration shares will be incorporated into the company's investment portfolio during the group's daily and general business operations. Through this move, the company expects that the consideration shares will ultimately create greater overall value for the company and its shareholders