Newtree : Announcements and Notices - Inside Information Adoption of Dividend Policy

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Newtree Group Holdings Limited ʾʇණྠછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1323)

INSIDE INFORMATION ADOPTION OF DIVIDEND POLICY

This announcement is made by Newtree Group Holdings Limited (the "Company", and together with its subsidiaries, the "Group") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).

The Company is pleased to announce that the board of directors of the Company (the "Board") has approved and adopted a dividend policy on 7 January 2019 (the "Dividend Policy").

• 1. PURPOSE

  This Dividend Policy aims to set out the principles and guidelines that the Company intends to apply in relation to the declaration, payment or distribution of its profits as dividends to the shareholders of the Company.

• 2. PRINCIPLES AND GUIDELINES

  2.1 In considering the payment of dividends, there shall be a balance between maintaining sufficient capital to grow the Group's business and rewarding the shareholders of the Company.

• 2.2 The Board shall also take into account, among other things, when considering the declaration and payment of dividends:

  - the Group's overall results of operation, financial position, capital requirement, cash flows and future prospects;

  - the amount of distributable reserves of the Company; and

  - other factors that the Board deems relevant.

• 2.3 The declaration and payment of dividends by the Company is subject to any restrictions under the Companies Law of the Cayman Islands, the Listing Rules, the laws of Hong Kong and the Company's Memorandum and Articles of Association and any other applicable laws and regulations.

• 2.4 The Company does not have any pre-determined dividend distribution ratio. The Company's dividend distribution record in the past may not be used as a reference or basis to determine the level of dividends that may be declared or paid by the Company in the future.

• 2.5 The Dividend Policy shall in no way constitute a legally binding commitment by the Group in respect of its future dividend and/or in no way obligate the Group to declare a dividend at any time or from time to time.

3. REVIEW OF THE POLICY

The Board will continually review the Dividend Policy and reserves the right in its sole and absolute discretion to update, amend, modify and/or cancel the Dividend Policy at any time.

Shareholders and potential investors of the Company are advised to exercise caution in dealing in the shares of the Company.

By Order of the Board

Newtree Group Holdings Limited

Wong Wai Sing

Chairman and Executive Director

Hong Kong, 7 January 2019

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; and the independent non-executive Directors are Mr. Kwok Kam Tim, Dr. Hui Chik Kwan and Mr. Tso Ping Cheong, Brian.