Sheng Ye Capital : ISSUANCE OF U.S.$5,000,000 6.50 PER CENT. CONVERTIBLE NOTES DUE 2023 UNDER GENERAL MANDATE AND ISSUANCE OF U.S.$45,000,000 6.50 PER CENT. GUARANTEED NOTES DUE 2023

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 the 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)

ISSUANCE OF U.S.$5,000,000 6.50 PER CENT. CONVERTIBLE

NOTES DUE 2023 UNDER GENERAL MANDATE

AND

ISSUANCE OF U.S.$45,000,000 6.50 PER CENT. GUARANTEED

NOTES DUE 2023

ISSUANCE OF CONVERTIBLE NOTES

On 30 August 2020, the Company and the Subscriber entered into the Convertible Notes Subscription Agreement in relation to the proposed Convertible Notes Issue. Subject to the terms and conditions of the Convertible Notes Subscription Agreement, the Company has agreed to issue to the Subscriber, and the Subscriber has agreed to subscribe for, the Convertible Notes to be issued by the Company in the aggregate principal amount of U.S.$5,000,000.

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The Convertible Notes may be converted into Conversion Shares pursuant to the Convertible Notes Subscription Agreement. Based on the initial conversion price of HK$8.16 per Share (subject to adjustment) and assuming full conversion of the Convertible Notes, the Convertible Notes will be convertible into 4,748,774 Conversion Shares, representing approximately 0.54% of the issued share capital of the Company as at the date of this announcement and approximately 0.54% of the issued share capital of the Company as enlarged by the issue of such Conversion Shares (assuming that there is no other change to the issued share capital of the Company).

The Convertible Notes and the Conversion Shares have not been and will not be registered under the U.S. Securities Act and, subject to certain exceptions, may not be offered or sold within the United States. The Convertible Notes are being offered and sold outside the United States in reliance on Regulation S under the U.S. Securities Act.

ISSUANCE OF GUARANTEED NOTES

On 30 August 2020, the Company, the Issuer and the Subscriber entered into the Guaranteed Notes Subscription Agreement in relation to the Guaranteed Notes Issue. Subject to the terms and conditions of the Guaranteed Notes Subscription Agreement, the Subscriber has agreed to subscribe and pay for the Guaranteed Notes to be issued by the Issuer in the aggregate principal amount of U.S.$45,000,000 and the Company has unconditionally and irrevocably guaranteed the punctual performance of all the Issuer's obligations under the Guaranteed Notes Subscription Agreement and due payment of all sums expressed to be payable by the Issuer in accordance with the Guaranteed Notes Subscription Agreement and the Guaranteed Notes.

LISTING

The Convertible Notes and the Guaranteed Notes will not be listed on the Stock Exchange or any other stock exchange. An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares.

GENERAL MANDATE

The Conversion Shares are to be issued under the General Mandate and the Convertible Notes Issue is not subject to approval of the Shareholders.

GENERAL

Completion of the Convertible Notes Issue and the Guaranteed Notes Issue are subject to the satisfaction of the conditions precedent to the Convertible Notes Subscription Agreement and may or may not materialise. As the Convertible Notes Issue and the Guaranteed Notes Issue may or may not be completed, Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

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1. ISSUANCE OF CONVERTIBLE NOTES

On 30 August 2020, the Company and the Subscriber entered into the Convertible Notes Subscription Agreement in connection with the Convertible Notes Issue.

THE CONVERTIBLE NOTES SUBSCRIPTION AGREEMENT Date

30 August 2020

Parties to the Convertible Notes Subscription Agreement

1. the Company as the issuer of the Convertible Notes; and
2. Dragons 519 Limited as the Subscriber.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Subscriber and its ultimate beneficial owners is a third party independent of the Company and is not a connected person of the Company. As at the date of this announcement, the Subscriber is a "professional investor" as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and the Securities and Futures (Professional Investor) Rules (Chapter 571D of the Laws of Hong Kong).

Subscription

Subject to fulfilment of the conditions precedent set forth in the Convertible Notes Subscription Agreement, including but not limited to those set out under the section headed "Conditions to the Convertible Notes Subscription Agreement" below, the Company has agreed to issue to the Subscriber, and the Subscriber has agreed to subscribe for, the Convertible Notes in the aggregate principal amount of U.S.$5,000,000.

The Convertible Notes and the Conversion Shares have not been and will not be registered under the U.S. Securities Act and, subject to certain exceptions, may not be offered or sold within the United States. The Convertible Notes are being offered and sold outside the United States in reliance on Regulation S under the U.S. Securities Act.

Subscriber

The Subscriber is wholly-owned by DCP China Credit Fund II, L.P. ("DCP Fund"), which in turn is funded by renowned international institutional investors and sovereign funds. The general partner of DCP Fund is Dignari Capital Partners GP II Limited and the sole investment advisor of DCP Fund is Dignari Capital Partners (HK) Limited.

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Conditions to the Convertible Notes Subscription Agreement

The obligations of the Subscriber to subscribe and pay for the Convertible Notes are subject to the fulfilment or waiver of, among others, the following conditions:

1. on the date falling 5 business days prior to the Closing Date, the Subscriber having received a copy of all the documents and other evidence as required under the Convertible Notes Subscription Agreement, including but not limited to:
2. 1. the constitutional documents and statutory registers of the Company and Sheng Ye International Finance Limited;
   2. board resolutions of the Company and Sheng Ye International Finance Limited;
   3. due execution of each of the Finance Documents (as defined in the Convertible Notes Subscription Agreement) by all original parties to it and due execution of each of the Finance Documents (as defined in the Guaranteed Notes Subscription Agreement), other than the Guaranteed Notes, by all original parties to it;
   4. legal opinions on the laws of Hong Kong, Cayman Islands and the PRC;
   5. evidence that the relevant authorisation from the NDRC, including an NDRC Certificate approving amongst others the issuance of the Convertible Notes, and such NDRC Certificate being in full force and effect as at the Closing Date and has not been revoked by NDRC or any relevant regulator;
   6. evidence that any other foreign debt filing or registration with SAFE as required under the Convertible Notes Subscription Agreement has been completed;
   7. evidence that the Stock Exchange has agreed to list the Conversion Shares to be issued upon conversion of the Convertible Notes; and
   8. evidence that all legal, financial, tax and commercial due diligence has been completed to the satisfaction of the Subscriber;

1. on the Closing Date, closing of the Guaranteed Notes occurs or will occur simultaneously;
2. on the Closing Date, no Default (as defined under the Convertible Notes Subscription Agreement) is continuing or would result from the issue of the Convertible Notes and the Guaranteed Notes; and
3. on the Closing Date, the representations to be made by the Company pursuant to the Convertible Notes Subscription Agreement are true in all material respects.

If any of the conditions above have not been fulfilled to the Subscriber's satisfaction by the Closing Date, the Subscriber shall, at its election, be relieved of all further obligations under the Convertible Notes Subscription Agreement.

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PRINCIPAL TERMS OF THE CONVERTIBLE NOTES

The principal terms of the Notes are summarised below:

Issuer:	Sheng Ye Capital Limited
Principal amount of the	U.S.$5,000,000, convertible into fully paid ordinary shares with a
Convertible Notes:	par value of HK$0.01 each in the issued and paid up capital of the
	Company
Issue price:	100.00% of the principal amount of the Convertible Notes
Form and denomination of	The Convertible Notes will be issued in registered form and in
the Convertible Notes:	denominations of U.S.$500,000 each and integral multiples of
	U.S.$100,000 thereof (each, an "Authorised Denomination").
Ranking:	The payment obligations of the Company under the Convertible
	Notes shall, save for such obligations mandatorily preferred by law
	applying to companies generally and subject to the Convertible
	Notes Subscription Agreement, at all times rank at least equally
	with the claims of all of the Company's other unsecured and
	unsubordinated creditors.
Maturity:	Unless previously redeemed, converted or purchased and cancelled
	as provided in the Convertible Notes Subscription Agreement, the
	Company will be required to redeem each Note at its principal
	amount on the Maturity Date. The Company may not redeem
	the Convertible Notes at its option prior to that date except as
	provided in the Convertible Notes Subscription Agreement.
Interest:	6.50%, payable semi-annually in arrear on the last day of
	each interest period. Each interest period for the Convertible
	Notes shall be six months, and the first interest period for the
	Convertible Notes shall start on (and including) the Closing Date,
	and each subsequent interest period shall start on the last day of its
	preceding interest period.
Default interest:	If the Company fails to pay any amount payable by it under
	a Finance Document (as defined in the Convertible Notes
	Subscription Agreement and which includes the Convertible
	Notes Subscription Agreement) on its due date or if an event of
	default has occurred and is continuing, interest shall accrue on
	the overdue amount from the due date or the date of occurrence
	of such event of default (as applicable) up to the date of actual
	payment (both before and after judgment) at a rate equal to 15.0
	per cent. per annum.

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Conversion right:	Subject to the Convertible Notes Subscription Agreement, each
	Convertible Note shall entitle the Convertible Noteholder to
	convert such Convertible Note into Conversion Shares credited
	as fully paid at any time during the Conversion Period referred
	to below. The number of Shares to be issued on exercise of a
	conversion right shall be determined by dividing the principal
	amount of the Convertible Notes to be converted by the
	Conversion Price in effect on the relevant conversion date.
Conversion period:	Subject to the Convertible Notes Subscription Agreement,
	the Convertible Noteholder may exercise the conversion right
	attaching to the Convertible Notes at any time (a) on or after the
	Closing Date up to the close of business (at the place where the
	certificate evidencing such Note is deposited for conversion)
	on the date falling one business day prior to the Maturity Date
	(both days inclusive), (b) if such Note shall have been called for
	redemption by the Company before the Maturity Date, then up to
	and including the close of business on a date falling no later than
	one business day (both days inclusive and in the place aforesaid)
	prior to the date fixed for redemption thereof (the "Conversion
	Period").
Conversion price:	The initial Conversion Price is HK$8.16 per Conversion Share,
	subject to adjustment upon the occurrence of certain prescribed
	events, namely: (i) consolidation, subdivision, redesignation or
	reclassification of Shares; (ii) capitalisation of profits or reserves;
	(iii) capital distributions; (iv) rights issues of Shares or options
	over Shares at less than 92.5 per cent. of the Current Market Price;
	(v) rights issues of other securities; (vi) issues of Shares at less
	than 92.5 per cent. of the Current Market Price; (vii) other issues
	of convertible securities at less than 92.5 per cent. of the Current
	Market Price; (viii) modification of rights of conversion; (ix)
	other offers to Shareholders; (x) Change of Control; or (xi) if the
	Company otherwise determines that an adjustment should be made
	to the Conversion Price.
Ranking of the Conversion	The Conversion Shares to be issued upon exercise of the
Shares:	conversion right attaching to the Convertible Notes will be fully
	paid and rank pari passu in all respects with the Shares then in
	issue on the date on which the name of the exercising Convertible
	Noteholder is registered as holder of the relevant Conversion
	Shares in the register of members of the Company.

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Redemption for taxation	The Company may at its option, on giving not less than 30 nor
reasons:	more than 60 days' notice (a "Tax Redemption Notice") to the
	relevant Affected Convertible Noteholder in accordance with the
	Convertible Notes Subscription Agreement (which notice will be
	irrevocable), redeem in whole but not in part, on the date specified
	in the Tax Redemption Notice, the Affected Convertible Note at
	its principal amount together with (i) any interest and fee accrued
	to the date fixed for redemption, (ii) any Make Whole Amount,
	(iii) the Redemption Fee and (iv) all other amounts outstanding
	under the Finance Documents (as defined in the Convertible Notes
	Subscription Agreement), if, immediately before giving such
	notice, the Company satisfies the Convertible Noteholder that the
	Company has or will become obliged to pay additional amounts
	as provided or referred to in the Convertible Notes as result of a
	change of applicable laws or regulations, which change becomes
	effective on or after the Closing Date.
	"Affected Convertible Notes" means Convertible Notes in
	respect of which the Company is required to increase the amount
	of any tax payment in accordance with the Convertible Notes
	Subscription Agreement, and "Affected Convertible Noteholder"
	means the holder of such Affected Convertible Notes.
Redemption for Change of	Following occurrence of a Change of Control, the Company shall
Control:	promptly notify the Convertible Noteholder (the "Change of
	Control Event Notice"). Convertible Noteholder will have the
	right by notice, for a period of 30 days starting on the day after
	the date on which the Company gives a Change of Control Event
	Notice, require the Company to redeem all and not some only of
	such holder's Convertible Notes, on the fifth day following the
	expiry of such 30-day period at the principal amount together with
	(i) any interest and fee accrued to such date, (ii) any Make Whole
	Amount, (iii) the Redemption Fee and (iv) all other amounts
	outstanding under the Finance Documents.

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Redemption at the option	If, at any time:
of the Convertible
Noteholders due to	(a)	it is or will become unlawful in any applicable jurisdiction
illegality and Blocking		for any Convertible Noteholder to hold the Convertible
Law:		Notes or it becomes unlawful for any affiliate of a
		Convertible Noteholder to do so, then that Holder shall
		promptly notify the Company upon becoming aware of that
		event; or
	(b)	an event or circumstance occurs, which results in a
		default arising from a breach and/or non-compliance of
		the Company's representation or undertaking relating
		to sanctions under the Convertible Notes Subscription
		Agreement, then any Holder not subject to the relevant
		Blocking Laws, may promptly notify the Company upon
		becoming aware of that event;
	the Convertible Noteholder will have the right by notice to
	require the Company to redeem the Convertible Notes held by
	the Convertible Noteholder in whole, but not in part, on the date
	specified by the Convertible Noteholder in the notice delivered to
	the Company (being no earlier than the last day of any applicable
	grace period permitted by law) at their principal amount together
	with (i) any interest and fee accrued to such date, (ii) any Make
	Whole Amount, (iii) the Redemption Fee and (iv) all other
	amounts outstanding under the Finance Documents.
Listing:	The Convertible Notes will not be listed on the Stock Exchange
	or any other stock exchange. An application will be made by the
	Company to the Stock Exchange for the listing of, and permission
	to deal in, the Conversion Shares on the Stock Exchange.
Transferability:	The Convertible Notes may not be transferred unless the principal
	amount of Notes transferred are Authorised Denominations and all
	of the Notes held by the existing Holder are being transferred.
Termination:	If any of the conditions precedent specified in the Convertible
	Notes Subscription Agreement is not fulfilled by 31 December
	2020 (the "Long Stop Date"), the Subscriber may (i) defer the
	closing to a date after the Long Stop Date; or (ii) terminate the
	Convertible Notes Subscription Agreement.

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CONVERSION PRICE AND CONVERSION SHARES

The initial Conversion Price of HK$8.16 per Conversion Share represents:

1. a premium of 4.88% over the closing price of the Shares at HK$7.78 per Share quoted on the Stock Exchange on 28 August 2020, which is the last trading day before the date of the Convertible Notes Subscription Agreement;
2. a premium of 8.51% over the average closing price of the Shares at approximately HK$7.52 per Share for the last five consecutive trading days up to and including 28 August 2020, which is the last trading day before the date of the Convertible Notes Subscription Agreement; and
3. a premium of 11.17% over the average closing price of the Shares at approximately HK$7.34 per Share for the last ten consecutive trading days up to and including 28 August 2020, which is the last trading day before the date of the Convertible Notes Subscription Agreement.

4,748,774 Conversion Shares will be issued upon exercise of the conversion right attaching to the Convertible Notes in full based on the initial Conversion Price of HK$8.16 per Conversion Share.

The 4,748,774 Conversion Shares, having an aggregate nominal amount of HK$47,487.74 based on a par value of HK$0.01 per Share, represent:

1. approximately 0.54% of the total number of Shares of the Company in issue as at the date of this announcement; and
2. approximately 0.54% of the enlarged total number of issued Shares of the Company upon allotment and issue of such Conversion Shares, assuming that there is no other change to the issued share capital of the Company.

Based on the estimated net proceeds from the Convertible Notes Issue of approximately U.S.$4,965,000 and 4,748,774 Conversion Shares, the net proceeds per Conversion Share is estimated to be approximately HK$8.10.

GENERAL MANDATE

The Conversion Shares that may fall to be issued upon exercise of the conversion right attaching to the Convertible Notes will be issued under the General Mandate. As at the date of this announcement, the General Mandate has not been utilised and up to 176,148,000 new Shares may be issued thereunder. The General Mandate is therefore sufficient for the allotment and issue of the Conversion Shares. As such, the Convertible Notes Issue and the Conversion Shares thereunder are not subject to Shareholders' approval at a general meeting.

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APPLICATION FOR LISTING

The Convertible Notes will not be listed on the Stock Exchange or any other stock exchange. An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares which may fall to be issued upon exercise of the conversion right attaching to the Convertible Notes.

2. ISSUANCE OF GUARANTEED NOTES

On 30 August 2020, the Company, the Issuer and the Subscriber entered into the Guaranteed Notes Subscription Agreement in relation to the Guaranteed Notes Issue. Subject to the terms and conditions of the Guaranteed Notes Subscription Agreement, the Subscriber has agreed to subscribe and pay for the Guaranteed Notes to be issued by the Issuer in the aggregate principal amount of U.S.$45,000,000 and the Company has unconditionally and irrevocably guaranteed the punctual performance of all the Issuer's obligations under the Guaranteed Notes Subscription Agreement and due payment of all sums expressed to be payable by the Issuer in accordance with the Guaranteed Notes Subscription Agreement and the Guaranteed Notes.

Under the Guaranteed Notes Subscription Agreement, in the event:

1. the Company ceases (i) to be the beneficial owner (directly or indirectly) of at least 70 per cent. of the entire issued share capital of the Issuer; or (ii) to control (directly or indirectly) the Issuer, provided that any new shareholder or investor in the Issuer shall be subject to "know your customer" or similar identification procedures of the Subscriber; or
2. the Major Shareholder ceases to be the beneficial owner (directly or indirectly) of at least 40 per cent. of the issued share capital in the Company or shares carrying at least 40 per cent. of the voting right in the Company; or
3. any person or group of persons acting in concert (other than the Major Shareholder and any person acting in concert with them (taken together)) hold a greater percentage of the issued share capital in the Company than the Major Shareholder; or
4. the Major Shareholder ceases to have management control over the Company; or
5. the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Group, taken as a whole, to any person; or
6. the adoption of a plan relating to the liquidation or dissolution of the Company;

the Issuer shall, at the option of the holder of any Guaranteed Note, redeem such Guaranteed Note in whole, but not in part, on such date and at such price in accordance with the Guaranteed Notes Subscription Agreement.

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REASON FOR THE CONVERTIBLE NOTES ISSUE, GUARANTEED NOTES ISSUE AND USE OF PROCEEDS

The estimated net proceeds of the Convertible Notes Issue, after deduction of expenses payable in connection with the Convertible Notes Issue, will be approximately U.S.$4,965,000. The Company intends to use the proceeds to fund general working capital of the Group for expanding the supply chain finance operations.

The estimated net proceeds of the Guaranteed Notes Issue, after deduction of expenses payable in connection with the Guaranteed Notes Issue, will be approximately U.S.$44,687,000. The Company intends to use the proceeds to fund general working capital of the Group for expanding the supply chain finance operations.

The Directors (including the independent non-executive Directors) consider that the terms and conditions of the Convertible Notes Subscription Agreement and the Convertible Notes are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole.

CAPITAL RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not carried out any equity capital raising activities in the twelve months immediately preceding this announcement.

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the Company's shareholding structure as at the date of this announcement and upon full exercise of the conversion right attaching to the Convertible Notes.

						Assuming the Convertible Notes
						are fully issued and converted
						into Shares at the initial
	Shareholding as at the date of	Conversion Price of HK$8.16 each
	this announcement	(subject to adjustment)
				Approximate				Approximate
			% of issued share			% of issued share
	Number		capital of the	Number		capital of the
	of Shares		Company (Note 1)	of Shares		Company
Mr. Tung Chi Fung
("Mr. Tung")	555,000,000(Note 2)	62.99%	555,000,000(Note 2)	62.65%
TMF Trust	555,000,000(Note 2)	62.99%	555,000,000(Note 2)	62.65%
Eander	555,000,000(Note 2)	62.99%	555,000,000(Note 2)	62.65%
Wisdom Cosmos	555,000,000(Note 2)	62.99%	555,000,000(Note 2)	62.65%
Subscriber	-		-	4,748,774	0.54%
Other Shareholders	326,032,000		37.01%	326,032,000	36.81%
Total	881,032,000		100%	885,780,774	100%

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Notes:

1. Based on 881,032,000 Shares in issue as at the date of this announcement.
2. Wisdom Cosmos Limited ("Wisdom Cosmos"), a company incorporated in the British Virgin Islands ("BVI"), is the beneficial owner of 555,000,000 shares of the Company, representing 62.99% shareholding interests in the Company. The entire issued share capital of Wisdom Cosmos is owned by Eander Limited ("Eander"), a company incorporated in the BVI, which is in turn wholly owned by TMF (Cayman) Ltd ("TMF Trust"), trustee of the Pak Jeff Trust ("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 Securities and Futures Ordinance (Cap. 571) of Hong Kong, Mr. Tung, TMF Trust and Eander are deemed to be interested in all the shares of the Company registered in the name of Wisdom Cosmos.

GENERAL

Completion of the Convertible Notes Issue is subject to the satisfaction of the conditions precedent to the Convertible Notes Subscription Agreement and may or may not materialise. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

DEFINITIONS

In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

"Blocking Laws"	(a)	any provision of Council Regulation (EC) No 2271/1996 of
		22 November 1996 (or any law or regulation implementing such
		Regulation in any member state of the European Union or the
		United Kingdom);
	(b)	s e c t i o n 7 o f t h e G e r m a n F o r e i g n T r a d e R e g u l a t i o n
		(Außenwirtschaftsverordnung); or
	(c)	any similar blocking or anti-boycott law in the United Kingdom.
"Board"	the board of Directors
"Change of Control"	the occurrence of any of the following events:
	(a)	the Major Shareholder ceases to be the beneficial owner (directly
		or indirectly) of at least 40 per cent. of the issued share capital in
		the Company or shares carrying at least 40 per cent. of the voting
		rights in the Company; or
	(b)	any person or group of persons acting in concert (other than the
		Major Shareholder and any person acting in concert with them
		(taken together)) hold a greater percentage of the issued share
		capital in the Company than the Major Shareholder; or
	(c)	the Major Shareholder ceases to have management control over
		the Company; or

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	(d)	the direct or indirect sale, transfer, conveyance or other disposition
		(other than by way of merger or consolidation), in one or a series
		of related transactions, of all or substantially all of the properties
		or assets of the Group, taken as a whole, to any person; or
	(e)	the adoption of a plan relating to the liquidation or dissolution of
		the Company.
	"control" means the ability of a person to direct the affairs and/or to
	control the composition of the majority of the board of directors or
	equivalent body of another person through ownership of share capital, by
	contract or otherwise.
"Closing Date"	the date falling 5 business days following receipt by the Subscriber
	of all documents and other evidence listed as conditions precedent in
	the Convertible Notes Subscription Agreement in form and substance
	satisfactory to it, or such other date as may be agreed upon by the
	Company and the Subscriber
"Company"	Sheng Ye Capital Limited, a company incorporated in the Cayman
	Islands with limited liability and the issued shares of which are listed on
	the Main Board of the Stock Exchange
"connected person"	has the meaning ascribed to it under the Listing Rules
"Conversion Price"	HK$8.16 per Conversion Share subject to adjustment in the manner
	provided in the Convertible Notes Subscription Agreement
"Conversion Shares"	Shares to be allotted and issued by the Company upon exercise of the
	conversion right attaching to the Convertible Notes
"Convertible Notes"	the U.S.$5,000,000 6.50 per cent. convertible notes due 2023 to be issued
	by the Company
"Convertible Notes	the conditional subscription agreement dated 30 August 2020 entered into
Subscription Agreement"	between the Company and the Subscriber in relation to the Convertible
	Notes Issue
"Convertible Noteholders"	holders of the Convertible Notes from time to time
"Convertible Notes Issue"	the issue of the Convertible Notes by the Company

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"Current Market Price"	means, in respect of a Share on a particular date, the average of the daily
	closing prices of one Share (being a Share carrying full entitlement to
	dividend) for the ten consecutive trading days ending on and including
	the trading day immediately preceding such date, provided that if at
	any time during such ten trading day period the Shares shall have been
	quoted ex-dividend and during some other part of that period the Shares
	shall have been quoted cum-dividend then:
	(a)	if the Shares to be issued in such circumstances do not rank for the
		dividend in question, the closing price on the dates on which the
		Shares shall have been quoted cum-dividend shall for the purpose
		of this definition be deemed to be the amount thereof reduced
		by an amount equal to the fair market value of that dividend per
		Share; or
	(b)	if the Shares to be issued in such circumstances rank for the
		dividend in question, the closing price on the dates on which the
		Shares shall have been quoted ex-dividend shall for the purpose
		of this definition be deemed to be the amount thereof increased by
		the fair market value of that dividend per Share;
	and provided further that if on each of the said ten trading days the
	Shares have been quoted cum-dividend in respect of a dividend which
	has been declared or announced but the Shares to be issued do not rank
	for that dividend, the closing price on each of such dates shall for the
	purposes of this definition be deemed to be the amount thereof reduced
	by an amount equal to the fair market value of that dividend per Share
"Directors"	the directors of the Company
"General Mandate"	the general mandate granted to the Directors by the Shareholders at the
	annual general meeting of the Company held on 29 May 2020, which
	authorised the Directors to allot, issue or otherwise deal with up to
	176,148,800 Shares, representing 20% of the total number of Shares of
	the Company in issue as at that date
"Group"	the Company and its subsidiaries
"Guaranteed Notes"	the U.S.$45,000,000 6.50 per cent. guaranteed notes due 2023 to be
	issued by the Issuer and guaranteed by the Company
"Guaranteed Notes Issue"	the issue of the Guaranteed Notes by the Issuer
"Guaranteed Notes	the conditional subscription agreement dated 30 August 2020 entered
Subscription Agreement"	into between the Issuer, the Company and the Subscriber in relation to
	the Guaranteed Notes Issue

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"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic
	of China
"Issuer"	SY Factoring Limited 盛 業 商 業 保 理 有 限 公 司, a company
	incorporated in the PRC with limited liability and a wholly-owned
	subsidiary of the Company
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Long Stop Date"	31 December 2020
"Major Shareholder"	Mr. TUNG Chi Fung, the controlling shareholder of the Company
"Make Whole Amount"	in relation to the principal amount of the Convertible Note being
	redeemed, the amount of interest or fees that would have accrued on
	that principal amount being redeemed from and including the date of
	that Convertible Note's redemption to (but excluding) the last day of the
	Make Whole Period
"Make Whole Period"	the period commencing on and including the Closing Date and ending on
	and including the date falling 18 Months after the Closing Date
"Maturity Date"	in 2023, the date falling three years from the Closing Date
"NDRC"	PRC National Development and Reform Commission
"NDRC Certificate"	a certificate from the Enterprise Foreign Debt Pre-Issuance Registration
	Certificate
"PRC"	the People's Republic of China, excluding for the purpose of this
	announcement, Hong Kong, Macau Special Administrative Region and
	Taiwan
"Professional Investor(s)"	as defined in Chapter 37 of the Listing Rules and in the Securities and
	Futures Ordinance (Cap. 571 of the Laws of Hong Kong)
"SAFE"	the State Administration of Foreign Exchange of the PRC or its local
	counterparts
"Shareholders"	holders of Shares from time to time
"Shares"	ordinary shares of par value HK$0.01 each in the capital of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

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"Subscriber"	Dragons 519 Limited
"Subsidiary"	in relation to any company, corporation or other legal entity (a "holding
	company"), a company, corporation or other legal entity:
	(a)	which is controlled, directly or indirectly, by the holding company;
	(b)	more than half the issued equity share capital of which is
		beneficially owned, directly or indirectly, by the holding company;
		or
	(c)	which is a Subsidiary of another Subsidiary of the holding
		company,
	and, for this purpose, a company, corporation or other legal entity
	shall be treated as being controlled by another if that other company,
	corporation or other legal entity is able to direct its affairs and/or to
	control the composition of the majority of its board of directors or
	equivalent body.
"United States"	the United States of America
"U.S. Securities Act"	the United States Securities Act of 1933, as amended
"%"	per cent
		By order of the Board
		Sheng Ye Capital Limited
		Tung Chi Fung
		Chairman

Hong Kong, 31 August 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.

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