Newtree : Announcements and Notices - Further Delay in Despatch of Circular in Respect of Major Transaction - Acquisition of 20% of the Issued Share Capital of Alpha Youth Limited

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.

Newtree Group Holdings Limited ʾʇණྠછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1323)

FURTHER DELAY IN DESPATCH OF CIRCULAR IN RESPECT OF

MAJOR TRANSACTION - ACQUISITION OF 20% OF

THE ISSUED SHARE CAPITAL OF ALPHA YOUTH LIMITED

Reference is made to the announcements of Newtree Group Holdings Limited (the "Company") dated 21 September 2017 in relation to, among other things, the acquisition of 20% of the issued share capital of Alpha Youth Limited, the announcement of the Company dated 6 October 2017 in relation to the entering into of the supplemental agreement to the Acquisition Agreement (the "Supplemental Acquisition Agreement"), and the announcements of the Company dated 7 November 2017 and 7 December 2017 (the "Announcement") in relation to the delay in despatch of the Circular. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

FURTHER DELAY IN DESPATCH OF THE CIRCULAR

As disclosed in the Announcement, the Circular containing, among other things, (i) details of the Acquisition Agreement (as amended and supplemented by the Supplemental Acquisition Agreement); (ii) financial information and other information of the Group; (iii) financial information of the Target Group; (iv) the unaudited pro forma financial information of the Enlarged Group; (v) the valuation report of the Target Group; and (vi) a notice of the EGM was expected to be despatched to the Shareholders on or before 8 January 2018.

As additional time is required for the preparation of the information to be included in the Circular, the expected despatch date of the Circular will be postponed to a date falling on or before 25 January 2018.

By Order of the Board Newtree Group Holdings Limited

Mr. Wong Wai Sing Chairman and Executive Director

Hong Kong, 8 January 2018

As at the date of this announcement, the executive Directors are Mr. Wong Wai Sing, Mr. Chan Kin Lung, Mr. Lee Chi Shing, Caesar and Mr. Wong Jeffrey; the non-executive Director is Ms. Lin Fang; and the independent non-executive Directors are Mr. Kwok Kam Tim, Dr. Hui Chik Kwan and Mr. Tso Ping Cheong, Brian.