Sheng Ye Capital : 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 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)

TOP-UP PLACING OF EXISTING SHARES AND

SUBSCRIPTION FOR NEW SHARES UNDER GENERAL MANDATE

Joint Placing Agents

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THE PLACING AGREEMENT AND THE SUBSCRIPTION AGREEMENT

1. Placing Agreement

On 11 September 2020 (before trading hours), the Company, the Vendor and the Joint Placing Agents entered into the Placing Agreement pursuant to which the Vendor agreed to place, through the Joint Placing Agents on a best effort basis, a maximum of 55,500,000 existing Placing Shares at the Placing Price of HK$7.00 per Placing Share. The Placing Shares represent (i) approximately 6.30% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 5.93% of the issued share capital of the Company as enlarged by the Subscription (assuming that there is no change in the issued share capital of the Company from the date of this announcement to the completion of the Subscription save for the issue of the Subscription Shares).

The Placing Shares will be placed by the Joint Placing Agents in board lots of 500 Shares to not less than six independent Placees which are professional, institutional and/or individual investors who, together with their respective ultimate beneficial owners will be third parties independent of and not connected with the Company or its connected persons or any of its respective associates and who will not become substantial shareholders of the Company after completion of the Placing.

1. Subscription Agreement

On 11 September 2020 (before trading hours), the Vendor and the Company also entered into the Subscription Agreement under which the Vendor conditionally agreed to subscribe for, and the Company conditionally agreed to issue, the Subscription Shares. Assuming the Placing Shares are placed in full, the Subscription Shares represent approximately 6.30% of the existing issued share capital of the Company as at the date of this announcement and approximately 5.93% of the issued share capital of the Company as enlarged by the Subscription (assuming that there is no change in the issued share capital of the Company from the date of this announcement to the completion of the Subscription save for the issue of the Subscription Shares).

The Company will apply to the Stock Exchange for the granting of the listing of, and permission to deal in, the Subscription Shares. The Subscription Shares will be allotted and issued under the General Mandate.

Completion of the Subscription is conditional upon:

1. completion of the Placing having occurred pursuant to the terms of the Placing Agreement; and
2. the Stock Exchange agreeing to grant the listing of, and permission to deal in, the Subscription Shares.

The Placing Agreement and the Subscription Agreement may be terminated pursuant to the termination provisions contained therein. In addition, completion of the Subscription is subject to fulfilment of the conditions under the Subscription Agreement. As the Placing Agreement and the Subscription Agreement may or may not proceed, Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the Shares and other securities of the Company.

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THE PLACING AGREEMENT AND THE SUBSCRIPTION AGREEMENT

THE PLACING AGREEMENT

Date

11 September 2020

Parties

1. the Company;
2. Wisdom Cosmos Limited as the Vendor. As at the date of this announcement, the Vendor is the controlling shareholder of the Company holding 555,000,000 Shares, representing approximately 62.99% of the existing issued share capital of the Company as at the date of this announcement;
3. Macquarie Capital as one of the Joint Placing Agents;
4. DBS as one of the Joint Placing Agents; and
5. BOCI as one of the Joint Placing Agents.

For details of the Vendor's shareholding in the Company, please refer to the section headed "Changes in the shareholding interests of the Company" below.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the Joint Placing Agents and their respective ultimate beneficial owners are third parties independent of and not connected with the Company or its connected persons.

Placing Shares

As at the date of this announcement, the Company has in aggregate 881,057,000 Shares in issue. The 55,500,000 Placing Shares represent, in aggregate, (i) approximately 6.30% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 5.93% of the issued share capital of the Company as enlarged by the Subscription (assuming that there is no change in the issued share capital of the Company from the date of this announcement to the completion of the Subscription save for the issue of the Subscription Shares). The aggregate nominal value of the Placing Shares under the Placing will be HK$555,000.00.

The Placing Shares rank pari passu among themselves and with the other Shares in issue as at the date of this announcement.

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Placing Price

The Placing Price of HK$7.00 per Placing Share represents:

1. a discount of approximately 15.15% to the closing price of HK$8.25 per Share as quoted on the Stock Exchange on the Last Trading Day; and
2. a discount of approximately 13.26% to the average of the closing prices of approximately HK$8.07 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day.

The Placing Price is determined with reference to the prevailing market price of the Shares and is negotiated on an arm's length basis between the Vendor, the Company and the Joint Placing Agents. The Directors (including the independent non-executive Directors) consider that the terms of the Placing are on normal commercial terms and fair and reasonable and are in the best interests of the Company and the Shareholders as a whole.

Rights

The Placing Shares will be sold free of all liens, charges and encumbrances, and together with all rights attaching thereto as at the date of the Placing Agreement, including the right to receive all dividends or other distributions declared, made or paid after the date of the Placing Agreement.

Independence of the Joint Placing Agents and the Placees

The Placing Shares will be placed on a best effort basis by the Joint Placing Agents in board lots of 500 Shares to not less than six independent professional, institutional and/or individual investors. It is not expected that any Placee will become a substantial shareholder of the Company as a result of the Placing. If any of the Placees will become a substantial Shareholder after the completion of the Placing, further announcement will be made by the Company.

The Joint Placing Agents and the Placees to be procured by the Joint Placing Agents and their ultimate beneficial owners are or will be, as the case may be, third parties independent of and not connected with the Company or its connected persons.

Termination Events

The obligations of the Joint Placing Agents to proceed to completion of the Placing shall terminate upon:

1. the Subscription Agreement (i) not having been entered into or (ii) having been terminated by the parties to the Subscription Agreement;
2. there having come to the attention of any of the Joint Placing Agents at any time prior to Completion (i) any breach of, or any event rendering untrue, misleading, incorrect or breached in any respect, any of the representations, warranties or undertakings in the Placing Agreement when given or repeated or (ii) any breach of, or failure to perform, any of the other obligations of the Company or the Vendor which are required to be performed at or before Completion;

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1. there having been any adverse change or prospective adverse change in the business or in the financial, operational or trading position or prospects of the Group as a whole which in the sole opinion of the Joint Placing Agents, is likely to prejudice materially the success of the Placing;
2. there having come to the attention of the Joint Placing Agents at any time prior to Completion (i) any change or prospective change (whether or not permanent) in local or international financial, political, military, economic or market (including stock market) conditions or currency exchange rates or exchange controls (including any outbreak or escalation of hostilities, terrorism, declaration by the United States, the United Kingdom, the PRC or Hong Kong of a national emergency or war or other calamity or crisis) or (ii) any event, or series of events, beyond the reasonable control of the Joint Placing Agents (including acts of government, strikes, labour disputes, lock-outs, fire, explosion, flooding, civil commotion, economic sanctions, epidemics and pandemics) or (iii) any suspension of dealings in the Shares for any period whatsoever (even if such suspension is subsequently lifted prior to Completion), or any cancellation of the listing of the Shares, on the Stock Exchange or (iv) any adverse announcement, determination or ruling of any governmental or other regulatory body (including delay in approval of this announcement or any other relevant announcement by any relevant stock exchange), which would (in any case mentioned in (i), (ii), (iii) or (iv) above), in the sole opinion of the Joint Placing Agents, be likely to prejudice materially the success of the Placing;
3. there having occurred a general moratorium on commercial banking activities in the PRC, the United Kingdom, the United States or Hong Kong by any PRC, United Kingdom, New York State, United States federal or Hong Kong authorities which would in the sole opinion of the Joint Placing Agents be likely to prejudice materially the success of the Placing; and
4. there having been imposed any moratorium, suspension or material restriction or limitation in trading in shares or securities generally on the Stock Exchange, any stock exchange in the PRC, the New York stock exchange, the Nasdaq Stock Market, Inc., or the London stock exchange due to exceptional financial circumstances or otherwise at any time prior to Completion.

If any of the above termination events occurs and the termination rights have not been waived by the Joint Placing Agents by Completion, the Placing Agreement and the obligations of the Joint Placing Agents under the Placing Agreement shall ipso facto cease and terminate at that time, and no party shall be under any liability to any other for costs, damages, charges, compensation or otherwise under the Placing Agreement, except in relation to obligations, agreements and liabilities arising prior to such termination (including liabilities arising prior to such termination under the representations, warranties and undertakings referred to in the Placing Agreement). Shareholders and potential investors of the Company are therefore advised to exercise caution when dealing in securities of the Company.

Completion of the Placing

The Placing is expected to be completed on 15 September 2020 (or such other date as the Vendor and the Joint Placing Agents may agree in writing).

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LOCK-UP

The Vendor has undertaken to the Joint Placing Agents that from the date of the Placing Agreement and on or prior to the date being 90 days after the date of the Placing Agreement, it will not and will procure that none of its nominees and companies controlled by it or trusts associated with it (whether individually or together and whether directly or indirectly) will (without the prior written consent of the Joint Placing Agents) (i) offer, lend, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares (including the new Shares to be issued under the Subscription Agreement but excluding (1) the sale of the Placing Shares under the Placing Agreement, (2) any Shares or other securities or rights issued or granted to shareholders by way of bonus or under any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company or on the exercise of rights existing at the date of the Placing Agreement; (3) the new Shares to be allotted and issued to the holders of the share options which were granted in accordance with the terms of the share option scheme adopted by the Company on 19 June 2017 upon exercise of such share options; and (4) the new Shares to be allotted and issued to the CN Subscriber upon conversion of the Convertible Notes) or any interests therein or any securities convertible into or exercisable or exchangeable for or substantially similar to any such Shares or interests (except the Convertible Notes) or (ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of such Shares, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise or (iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above.

The Company has undertaken to the Joint Placing Agents that (except for (i) the new Shares to be allotted and issued to the subscriber named in the Subscription Agreement and (ii) any Shares or other securities or rights issued or granted to shareholders by way of bonus or under any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with its articles of association of the Company or on the exercise of rights existing at the date of the Placing Agreement; (iii) the new Shares to be allotted and issued to the holders of the share options which were granted in accordance with the terms of the share option scheme adopted by the Company on 19 June 2017 upon exercise of such share options; and (iv) the new Shares to be allotted and issued to the CN Subscriber upon conversion of the Convertible Notes) from the date of the Placing Agreement and on and prior to the date being 90 days after the date of the Placing Agreement, it will not (without the prior written consent of the Joint Placing Agents) (i) allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares or any interests in Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to any Shares or interest in Shares (except the Convertible Notes) or (ii) agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transaction described in (i) above or (iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above.

THE SUBSCRIPTION AGREEMENT

Date

11 September 2020

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Parties

1. the Vendor, as the subscriber; and
2. the Company, as the issuer.

Subscription Shares

The Vendor will subscribe for, and the Company will allot and issue, up to a total of 55,500,000 Subscription Shares with an aggregate nominal value of HK$555,000.00, which is equivalent to the number of Placing Shares. The 55,500,000 Subscription Shares represent, in aggregate, (i) approximately 6.30% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 5.93% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares (assuming that there is no change in the issued share capital of the Company from the date of this announcement to the completion of the Subscription save for the issue of the Subscription Shares).

The Subscription Shares will rank pari passu among themselves and with the other Shares in issue as at the date of the allotment and issue of the Subscription Shares.

Subscription Price

The Subscription Price is equivalent to the Placing Price of HK$7.00 per Placing Share. The Subscription Shares have a nominal value of HK$0.01 and a market value of HK$457,875,000, based on the closing price of HK$8.25 on the Last Trading Day.

The Directors (including the independent non-executive Directors) consider that the terms of the Subscription are fair and reasonable under the current market conditions and are in the interests of the Company and the Shareholders as a whole.

Conditions precedent

The Subscription is conditional upon the following:

1. completion of the Placing having occurred pursuant to the terms of the Placing Agreement; and
2. the Stock Exchange agreeing to grant approval for the listing of, and permission to deal in, the Subscription Shares.

None of the conditions precedent stated above can be waived. In the event that the conditions precedent are not fulfilled by the date which is 14 days from the date of the Placing Agreement, or such later date as may be agreed between the Company and the Vendor in writing, or if completion of the Subscription does not take place within 14 days from the date of the Placing Agreement, the obligations of the Company and the Vendor under the Subscription Agreement shall terminate and neither of the parties to the Subscription Agreement shall have any claim against the other for costs, damages, compensation or otherwise in respect of the Subscription.

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General mandate to issue the Subscription Shares

The issue of the Subscription Shares will not be subject to the approval by the Shareholders and the Subscription Shares will be issued under the General Mandate. Pursuant to the General Mandate, the Directors were granted authority to issue up to 176,148,800 Shares, representing 20% of the total number of Shares in issue as at 29 May 2020 (being the date that the 2020 annual general meeting of the Company was held).

On 30 August 2020, the Company and CN Subscriber entered into the CN Agreement. Subject to the terms and conditions of the CN Agreement, the Company has agreed to issue to the CN Subscriber, and the CN Subscriber has agreed to subscribe for, the Convertible Notes to be issued by the Company in the aggregate principal amount of US$5,000,000. The Convertible Notes may be converted into Conversion Shares pursuant to the CN 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 the CN Agreement 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 Conversion Shares are to be issued under the General Mandate and the issue of the Convertible Notes is not subject to approval of the Shareholders. As at the date of this announcement, the issue of the Convertible Notes has not been completed. Please refer to the announcement of the Company dated 31 August 2020 for details of the issue of the Convertible Notes.

Save as disclosed above, as at the date of this announcement, no other Shares have been issued pursuant to such General Mandate, and the Company has not repurchased any Shares in the 30 days immediately preceding the date of the Subscription Agreement.

Completion of the Subscription

Subject to the fulfillment of the conditions precedent under the Subscription Agreement, completion of the Subscription will take place on the first Business Day following the day on which all the conditions precedent referred to above are satisfied or such other date as the Vendor and the Company may agree, and in any event no later than a date falling 14 days after the date of the Placing Agreement.

APPLICATION FOR LISTING

Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

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CHANGES IN THE SHAREHOLDING INTERESTS OF THE COMPANY

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

													Immediately after completion
									Immediately after completion	of the Placing and the
					Immediately after completion of	of the Placing and the	Subscription (assuming the
	As at the date of	the Placing but before	Subscription (assuming no	Convertible Notes are
	this announcement	completion of the Subscription	Convertible Notes are converted)	fully converted)
	Number of		Approximate %	Number of		Approximate %	Number of		Approximate %	Number of		Approximate %
	Shares		of shareholding	Shares		of shareholding	Shares		of shareholding	Shares		of shareholding
Vendor (Note)	555,000,000	62.99%	499,500,000	56.69%		555,000,000	59.26%		555,000,000	58.96%
Placees	-		-	55,500,000	6.30%		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	37.01%		326,057,000	34.81%		326,057,000	34.64%
Total	881,057,000	100%	881,057,000	100%		936,557,000	100%		941,305,774	100%

Notes:

1. The Vendor, a company incorporated in the BVI, is the beneficial owner of 555,000,000 Shares, representing approximately 62.99% 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.

REASONS FOR THE PLACING AGREEMENT AND THE SUBSCRIPTION AGREEMENT

The Board considers that the Placing Agreement and the Subscription Agreement represent an opportunity to raise capital for the Group while broadening its Shareholder and capital base. In light of the market conditions, the Placing and the Subscription will raise additional capital for the Group for its business development. Group will continue to provide customized financing solutions to better serve more SMEs. Over the long term, the Group aims to build a highly efficient supply chain financing ecosystem to drive growth that is sustainable and beneficial to all its stakeholders.

The Directors consider that (i) the Placing Agreement is entered into under normal commercial terms following arm's length negotiations between the Company, the Vendor and the Joint Placing Agents; and (ii) the Subscription Agreement is entered into under normal commercial terms following arm's length negotiations between the Company and the Vendor, and that the terms of the Placing Agreement and the Subscription Agreement are fair and reasonable so far as the interests of the Company and the Shareholders as a whole are concerned.

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USE OF PROCEEDS OF THE SUBSCRIPTION

The maximum gross proceeds of the Subscription will be HK$388.5 million. The maximum net proceeds of the Subscription of approximately HK$383.0 million will be used as to approximately HK$363.9 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. The net issue price is estimated at approximately HK$6.90 per Subscription Share.

In sum, the Group plans to use the proceeds to grow market share, enhance product innovation to provide better user experience to SME customer, and facilitate the digital transformation of the supply chain financing ecosystem. Leveraging on the further enhancement of its fintech capacities, the Group is exploring new ways to collaborate with more core business partners and SME customers by providing a series of fintech solutions to create a data-driven ecosystem that makes supply chain financing more flexible and cost-efficient.

FUND RAISING ACTIVITIES BY THE COMPANY IN THE PAST TWELVE MONTHS

The Company has conducted the following fund raising activities in the past twelve months before the date of this announcement:

				Actual use of proceeds
		Net proceeds	Intended use of	as at the date of
Date of agreement	Event	(approximately)	proceeds as announced	this announcement
30 August 2020	Issue of Convertible	US$4,965,000	General working	As at the date of this
	Notes		capital of the Group	announcement,
			for expanding the	the issue of the
			supply chain finance	Convertible Notes
			operations	has not been
				completed and
				therefore no proceeds
				have been utilised.
30 August 2020	Issue of US$45,000,000	US$44,687,000	General working	As at the date of this
	6.50% guaranteed		capital of the Group	announcement,
	notes due 2023		for expanding the	the issue of the
	by SY Factoring		supply chain finance	guaranteed notes has
	Limited, a wholly		operations	not been completed
	owned subsidiary of			and therefore no
	the Company			proceeds have been
				utilised.

Save as disclosed above, the Company did not carry out any fund raising activities by issue of equity securities in the past 12 months immediately preceding the date of this announcement.

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GENERAL INFORMATION ON THE GROUP AND THE VENDOR

The Group is a leading data-driven supply chain financial services provider in China. Powered by fintech and an in-depth understanding of the industries it serves, the Group offers a range of flexible account receivable-based financing products and corporate services to meet the vast financing needs of underserved small medium and micro enterprises in the region.

The Vendor is a company duly incorporated in the BVI and the controlling shareholder of the Company, representing approximately 62.99% shareholding interests in the Company. The principal business of the Vendor is investment holding.

The Placing Agreement and the Subscription Agreement may be terminated pursuant to the termination provisions contained therein. In addition, completion of the Subscription is subject to fulfilment of the conditions under the Subscription Agreement. As the Placing Agreement and the Subscription Agreement may or may not proceed, Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the Shares and other securities of the Company.

DEFINITIONS

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

"Board"	the board of Directors
"BOCI"	BOCI Asia Limited, a licensed corporation to carry on business in Type
	1 (dealing in securities) and Type 6 (advising on corporate finance)
	regulated activities under the SFO
"Business Day"	any day (excluding Saturdays) on which banks generally are open for
	business in Hong Kong
"BVI"	the British Virgin Islands
"Company"	Sheng Ye Capital Limited, an exempted company incorporated in the
	Cayman Islands with limited liability, whose Shares are listed on the
	Stock Exchange (stock code: 6069)
"Completion"	completion of the obligations of the parties under the Placing Agreement
"connected person(s)"	has the meaning ascribed thereto under the Listing Rules
"controlling shareholder"	has the meaning ascribed to it in the Listing Rules
"Conversion Shares"	Shares to be allotted and issued by the Company upon exercise of the
	conversion right attaching to the Convertible Notes

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"CN Agreement"	the conditional subscription agreement dated 30 August 2020 entered
	into between the Company and the CN Subscriber in relation to the issue
	of the Convertible Notes by the Company
"CN Subscriber"	Dragons 519 Limited
"Convertible Notes"	the US$5,000,000 6.50% convertible notes due 2023 to be issued by the
	Company pursuant to the terms of the CN Agreement
"DBS"	DBS Asia Capital Limited, a licensed corporation to carry on business in
	Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6
	(advising on corporate finance) regulated activities under the SFO
"Directors"	directors of the Company
"Eander"	Eander Limited ( 鷹德有限公司), a company incorporated in the BVI
	on 12 August 2015 with limited liability and wholly owned by TMF
	Trust, a controlling shareholder of the Company
"General Mandate"	the general mandate granted to the Directors to allot, issue and deal with
	up to 20% of the issued share capital of the Company as at 29 May 2020
	(being the date that the 2020 annual general meeting of the Company was
	held)
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic
	of China
"Joint Placing Agents"	Macquarie Capital, DBS and BOCI
"Last Trading Day"	10 September 2020, being the last trading day immediately before the
	date of the Placing Agreement and the Subscription Agreement
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Macquarie Capital"	Macquarie Capital Limited, a licensed corporation to carry on business
	in Type 1 (dealing in securities), Type 4 (advising on securities), Type 6
	(advising on corporate finance) and Type 7 (providing automated trading
	services) regulated activities under the SFO
"Mr. Tung"	Mr. Tung Chi Fung, an executive Director and a controlling shareholder
	of the Company

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"PJ Trust"	Pak Jeff Trust, an irrevocable reserved power trust established by Mr.
	Tung with Mr. Tung and his family members as the beneficiaries and
	TMF Trust as the trustee
"Placee(s)"	professional, institutional and other investors selected and procured by
	or on behalf of the Joint Placing Agents as contemplated by the Placing
	Agreement
"Placing"	the placing by or on behalf of the Joint Placing Agents of the Placing
	Shares to selected Placees on the terms and subject to the conditions set
	out in the Placing Agreement
"Placing Agreement"	the agreement dated 11 September 2020 and entered into among the
	Company, the Joint Placing Agents and the Vendor in respect of the
	Placing
"Placing Price"	the placing price of HK$7.00 per Placing Share
"Placing Shares"	up to 55,500,000 existing Shares to be placed by the Joint Placing Agents
	on behalf of the Vendor under the Placing
"PRC" or "China"	the People's Republic of China, which for the purpose of this
	announcement and for geographical reference only, excludes Hong Kong,
	Macau Special Administrative Region and Taiwan
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong)
"Share(s)"	the ordinary share(s) with a nominal value of HK$0.01 each in the capital
	of the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subscription"	the subscription of the Subscription Shares by the Vendor at the
	Subscription Price pursuant to the Subscription Agreement
"Subscription Agreement"	the agreement dated 11 September 2020 and entered into between the
	Company and the Vendor in respect of the Subscription
"Subscription Price"	HK$7.00 per Subscription Share, being the price equivalent to the
	Placing Price
"Subscription Shares"	up to 55,500,000 new Shares to be allotted and issued by the Company
	and subscribed by the Vendor pursuant to the Subscription Agreement

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"substantial shareholder(s)"	has the meaning ascribed thereto under the Listing Rules
"TMF Trust"	TMF (Cayman) Ltd., a company incorporated in the Cayman Islands
	on 30 September 1994 and the trustee of the PJ Trust, a controlling
	shareholder of the Company
"United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "U.S."	the United States of America
"US$"	United States dollars, the lawful currency of the United States
"U.S. Securities Act"	the United States Securities Act of 1933, as amended
"Vendor"	Wisdom Cosmos Limited, a company incorporated in the BVI and a
	controlling shareholder of the Company
"%"	per cent.

By order of the Board

Sheng Ye Capital Limited

Tung Chi Fung

Chairman

Hong Kong, 11 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.

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