Sheng Ye Capital : COMPLETION OF TOP-UP PLACING OF EXISTING SHARES AND SUBSCRIPTION FOR NEW SHARES UNDER GENERAL MANDATE

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

This announcement is not, and is not intended to be, an offer of securities of the Company for sale, or the solicitation of an offer to buy securities of the Company, in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold within the United States, except pursuant to an exemption under, or in a transaction not subject to the U.S. Securities Act. This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States. No public offer of the securities referred to herein is being or will be made in the United States.

SHENG YE CAPITAL LIMITED

盛 業 資 本 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6069)

COMPLETION OF TOP-UP PLACING OF EXISTING SHARES AND

SUBSCRIPTION FOR NEW SHARES UNDER GENERAL MANDATE

Joint Placing Agents

- 1 -

The Board is pleased to announce that completion of the Placing and the Subscription took place on 15 September 2020, and 21 September 2020 respectively. An aggregate of 55,500,000 Placing Shares have been successfully placed to not less than six Placees at the Placing Price of HK$7.00 per Placing Share.

As all the conditions of the Subscription have been fulfilled, completion of the Subscription took place on 21 September 2020. An aggregate of 55,500,000 Subscription Shares (equal to the number of the Placing Shares successfully placed under the Placing) were subscribed by the Vendor at the Subscription Price of HK$7.00 for each Subscription Share.

Reference is made to the announcement of the Company dated 11 September 2020 in respect of the placing of existing Shares and subscription of new Shares under General Mandate (the "Announcement"). Unless defined otherwise, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE TOP-UP PLACING AND THE SUBSCRIPTION

The Board is pleased to announce that completion of the Placing and the Subscription took place on 15 September 2020 and 21 September 2020, respectively. An aggregate of 55,500,000 Placing Shares have been successfully placed to not less than six Placees at the Placing Price of HK$7.00 per Placing Share. To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Placees and their respective ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons. None of the Placees and their ultimate beneficial owners has become a substantial shareholder (as defined under the Listing Rules) of the Company upon completion of the Placing.

As all the conditions of the Subscription have been fulfilled, completion of the Subscription took place on 21 September 2020. An aggregate of 55,500,000 Subscription Shares (equal to the number of the Placing Shares successfully placed under the Placing) were subscribed by the Vendor at the Subscription Price of HK$7.00 for each Subscription Share. The 55,500,000 Subscription Shares represent, in aggregate, approximately 5.93% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares.

The Company received total net proceeds of approximately HK$382.7 million which will be used as to approximately HK$363.6 million for the expansion of the Group's supply chain financing operation, reflected in the general working capital of the Group and as to approximately HK$19.1 million for enhancing the Group's proprietary online factoring platform, Software-as-a-Service capabilities and data-driven risk control system.

- 2 -

SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the changes in the shareholding interests of the Company (i) immediately before completion of the Placing and the Subscription; (ii) immediately after completion of the Placing and the Subscription (assuming no Convertible Notes are converted); and (iii) immediately after completion of the Placing and the Subscription (assuming the Convertible Notes are fully converted):

					Immediately after completion of		Immediately after completion of
					the Placing and the Subscription		the Placing and the Subscription
	Immediately before completion of	(assuming no Convertible Notes		(assuming the Convertible Notes
	the Placing and the Subscription	are converted)		are fully converted)
	Number of	Approximate %	Number of	Approximate %		Number of	Approximate %
	Shares	of shareholding	Shares	of shareholding		Shares	of shareholding
Vendor(Note 1)	555,000,000	62.99%	555,000,000	59.26%	555,000,000	58.96%
Placees	-		-	55,500,000	5.93%	55,500,000	5.90%
CN Subscriber	-		-	-		-	4,748,774	0.50%
Other public Shareholders	326,057,000	37.01%	326,057,000	34.81%	326,057,000	34.64%
Total	881,057,000	100%	936,557,000	100%	941,305,774	100%

Note:

1. The Vendor, a company incorporated in the BVI, is the beneficial owner of 555,000,000 Shares, representing approximately 59.26% shareholding interests in the Company as at the date of this announcement. The entire issued share capital of the Vendor is owned by Eander, which is in turn wholly owned by TMF Trust, trustee of the PJ Trust, an irrevocable reserved power trust established by Mr. Tung. Mr. Tung and his family members are the beneficiaries of the PJ Trust. Under the SFO, Mr. Tung, TMF Trust and Eander are deemed to be interested in all the Shares registered in the name of the Vendor.
2. The aggregate of the percentage figures in the above table may not add up to 100% due to rounding of the percentage figures to two decimal places.

By order of the Board

Sheng Ye Capital Limited

Tung Chi Fung

Chairman

Hong Kong, 21 September 2020

As at the date of this announcement, the Board comprises two executive Directors: Mr. Tung Chi Fung

and Mr. Chen Jen-Tse; and four independent non-executive Directors: Mr. Hung Ka Hai Clement, Mr. Loo Yau Soon, Mr. Twoon Wai Mun, Benjamin and Mr. Fong Heng Boo.

For the purpose of this announcement, unless otherwise indicated, conversion of US$ into HK$ is calculated at the approximate exchange rate of US$1.00 to HK$7.75. This exchange rate is for illustration purpose only and does not constitute a representation that any amounts have been, could have been, or may be exchanged at this or any other rate at all.

If there is any inconsistency in this announcement between the Chinese and English versions, the English version shall prevail.

- 3 -