Fy Financial Shenzhen : DISCLOSEABLE TRANSACTIONS FINANCE LEASE AGREEMENTS

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.

FY FINANCIAL (SHENZHEN) CO., LTD.

富銀融資租賃（深圳）股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 8452)

DISCLOSEABLE TRANSACTIONS

FINANCE LEASE AGREEMENTS

FINANCE LEASE AGREEMENTS WITH LESSEE H

Prior to the Listing, the Company entered into (i) sale-leaseback transactions under the Finance Lease Agreements I with Lessee H; and (ii) direct leasing transactions under the Finance Lease Agreements II with Lessee H. Pursuant to the Previous Finance Lease Agreements, the Company would purchase either from Lessee H (in sale-leaseback transactions) or Supplier I (in direct leasing transactions) the lease assets and would lease to Lessee H such lease assets for a term of 23 months in return for lease payment.

On 21 October 2019, the Company entered into new direct leasing transactions with Lessee H under the Finance Lease Agreements III, pursuant to which the Company would purchase from Supplier I the Direct Lease Assets II at a consideration of RMB17,256,525 (equivalent to approximately HK$19,108,100) and the Company would lease to Lessee H the Direct Lease Assets II for a term of 23 months in return for lease payment.

IMPLICATIONS UNDER THE GEM LISTING RULES

None of the applicable ratios (as defined in the GEM Listing Rules) for the transactions contemplated under the Finance Lease Agreements III on a standalone basis exceeds 5%. As one or more of the applicable percentage ratios (as defined in the GEM Listing Rules) for the transactions contemplated under the Finance Lease Agreements III, when aggregated with those contemplated under the Previous Finance Lease Agreements, exceed 5% but are less than 25%, such transactions constitute discloseable transactions for the Company under Chapter 19 of the GEM Listing Rules and are subject to the notification and announcement requirements under the GEM Listing Rules.

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BACKGROUND

Prior to the Listing, the Company entered into (i) sale-leaseback transactions under the Finance Lease Agreements I with Lessee H; and (ii) direct leasing transactions under the Finance Lease Agreements II with Lessee H. Pursuant to the Previous Finance Lease Agreements, the Company would purchase either from Lessee H (in sale-leaseback transactions) or Supplier I (in direct leasing transactions) the lease assets and would lease to Lessee H such lease assets for a term of 23 months in return for lease payment.

On 21 October 2019, the Company entered into new direct leasing transactions with Lessee H under the Finance Lease Agreements III, pursuant to which the Company would purchase from Supplier I the Direct Lease Assets II at a consideration of RMB17,256,525 (equivalent to approximately HK$19,108,100) and the Company would lease to Lessee H the Direct Lease Assets II for a term of 23 months in return for lease payment.

The table below sets out the dates of the respective Finance Lease Agreements, the lease assets and the consideration for the acquisition of the lease assets by the Company:

	Date of the Asset
	Transfer Agreement	Date of the Lease
	I/the relevant Sale	Back Agreement I/the
Finance Lease	and Purchase	relevant Direct Lease		Asset Transfer Consideration I/
Agreements	Agreements	Agreements	Lease Assets	Consideration
						(Equivalent
						amount of HK$)
				RMB	(Approx.)
I	7 August 2019	7 August 2019	Lease Back Assets I	8,000,000		8,858,377
II	26 August 2019	26 August 2019	Direct Lease Assets I	15,347,814	16,994,590
III	21 October 2019	21 October 2019	Direct Lease Assets II	17,256,525	19,108,100
	Total:			40,604,339		44,961,066

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The table below sets out the finance lease principal amount (exclusive of VAT), the finance lease interest income (exclusive of VAT), the security deposit from Lessee H and the outstanding finance lease principal amount (exclusive of VAT and security deposit from Lessee H) as at 21 October 2019 under each of the Finance Lease Agreements:

							Outstanding finance
							lease principal amount
							(exclusive of VAT and
	Finance lease	Finance lease			security deposit
Finance Lease	principal amount	interest income	Security deposit	from Lessee H)
Agreements	(exclusive of VAT)	(exclusive of VAT)	from Lessee H	as at 21 October 2019
	RMB (Equivalent amount of	RMB (Equivalent amount of	RMB (Equivalent amount of	RMB (Equivalent amount of
	HK$) (Approx.)	HK$) (Approx.)	HK$) (Approx.)	HK$) (Approx.)
I	RMB8,000,000	RMB557,158	-	RMB7,195,134
	(HK$8,858,377)	(HK$616,940)	-	(HK$7,967,151)
II	RMB9,507,495	RMB702,188	-	RMB8,425,749
	(HK$10,527,621)	(HK$777,531)	-	(HK$9,329,807)
III	RMB10,689,881	RMB789,519	-	RMB10,689,881
	(HK$11,836,875)	(HK$874,232)	-	(HK$11,836,875)
Total:	RMB28,197,376	RMB2,048,866	-	RMB26,310,764
	(HK$31,222,872)	(HK$2,268,703)	-	(HK$29,133,833)

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SALE-LEASEBACK ARRANGEMENT

The principal terms and conditions of the Finance Lease Agreements I are summarised as follows:

Asset Transfer Agreement I
Date:	7 August 2019
Parties:	The Company (as purchaser)
	Lessee H (as seller)
Assets acquired:	The Lease Back Assets I are a batch of 43 pieces or sets of
	machines.
Consideration:	The Asset Transfer Consideration I of RMB8,000,000
	(equivalent to approximately HK$8,858,377) shall be payable
	by the Company to Lessee H for the acquisition of the Lease
	Back Assets I.
Basis of consideration:	The Asset Transfer Consideration I was determined after
	arm's length negotiations between the Company and Lessee H
	with reference to factors including, among others, the original
	purchase price, the condition, the general use and the second-
	hand value of the Lease Back Assets I.
Payment of consideration:	Subject to the fulfilment of certain conditions, including,
	among others, the receipt by the Company from Lessee H (i)
	the original receipt of the relevant Lease Back Assets I or
	the copy of such receipt; (ii) the original of each of the list
	of the relevant Lease Back Assets I and the confirmation on
	the receipt of the relevant Lease Back Assets I by Lessee H
	stamped with the company chop of Lessee H; and (iii) the
	photos showing the whole equipment and the serial number
	of each of the Lease Back Assets I and confirming that all
	relevant Lease Back Assets I have been received by Lessee
	H, the Company shall pay to Lessee H the full amount of the
	Asset Transfer Consideration I of RMB8,000,000 (equivalent
	to HK$8,858,377) within 10 business days after the fulfilment
	of the above conditions.

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	As at the date of this announcement, the amount of
	RMB8,000,000 (equivalent to approximately HK$8,858,377),
	being the entire sum of the Asset Transfer Consideration I
	was paid by the Company to Lessee H. Such amount was
	satisfied by the Company through its internal resources.
Ownership of the Lease Back	The title of the Lease Back Assets I shall be transferred to
Assets I:	the Company on an "as-is" basis upon payment of the Asset
	Transfer Consideration I by the Company.
Lease Back Agreement I
Date:	7 August 2019
Partis:	The Company (as lessor)
	Lessee H (as lessee)
Subject asset and lease term:	The Lease Back Assets I are leased from the Company to
	Lessee H for a term of 23 months commencing from 13
	August 2019, being the date on which the Asset Transfer
	Consideration I was paid.
Conditions precedent:	The Lease Back Agreement I shall take effect conditional
	upon the signing of the Asset Transfer Agreement I, the
	guarantee agreements, the pledge agreement and the receipt
	by the Company of the insurance fees.
Lease payment:	The lease payment for the entire term under the Lease Back
	Agreement I consists of (i) the finance lease principal amount
	of RMB8,000,000 (equivalent to HK$8,858,377); (ii) the
	finance lease interest income of RMB557,158 (equivalent to
	approximately HK$616,940); and (iii) VAT payable for the
	finance lease interest income.
	The lease payment shall be paid by Lessee H by 23 monthly
	instalments on the last day of each instalment period (or if
	such day is not a day which banks are generally open for
	business, the last business day for banks before such day)
	commencing from 13 August 2019.

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