SFund International : VOLUNTARY ANNOUNCEMENT LOAN AGREEMENT

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SFUND INTERNATIONAL HOLDINGS LIMITED

廣 州 基 金 國 際 控 股 有 限 公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1367)

VOLUNTARY ANNOUNCEMENT

LOAN AGREEMENT

This announcement is made by SFund International Holdings Limited (the "Company", together with its subsidiaries, the "Group") on a voluntary basis.

LOAN AGREEMENT

The board (the "Board") of directors (the "Directors") of the Company hereby announces that,

on 14 September 2020, the Group, through its 51% indirectly owned subsidiary, Hunan Huiyin Tianxing Private Equity Investment Fund Management Co., Ltd（. 湖南滙垠天星股權投資私募 基金管理有限公司）as the borrower (the "Borrower"), entered into a loan agreement (the "Loan

Agreement") with Guangzhou Huiyin Tianyue Equity Investment Fund Management Co., Ltd.* （廣州滙垠天粵股權投資基金管理有限公司）as the lender (the "Lender") pursuant to which

the Lender agreed to provide to the Borrower a loan in the principal amount of RMB50,000,000 (the "Loan").

The principal terms of the Loan Agreement are set out as follows:

Date	:	14 September 2020
Principal amount	:	RMB50,000,000
Term	:	12 months
Interest	:	6% per annum, payable on a quarterly basis
Repayment	:	The Borrower shall repay the principal amount of the Loan in one lump
		sum on the due date of the Loan.

• For identification purpose only

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INFORMATION ABOUT THE LENDER

As at the date of the Loan Agreement, the Lender is a substantial shareholder of the Company indirectly holding 29% of the issued share capital of the Company and is therefore a connected person of the Company. Accordingly, the transaction contemplated under the Loan Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.90 of the Listing Rules, since the Loan Agreement is considered as financial assistance received by the Group from a connected person which (i) is conducted on normal commercial terms or better; and (ii) is not secured by the assets of the Group, the transaction contemplated under the Loan Agreement is fully exempt from all reporting and disclosure requirements under Chapter 14A of the Listing Rules.

REASONS FOR AND BENEFITS OF ENTERING INTO THE LOAN AGREEMENT

The Directors believe that the Loan will enhance the Group's financial flexibility and provide capital to finance suitable investments opportunities if and when they arise, and is therefore beneficial to the Group.

The Directors, including the independent non-executive Directors, are of the view that the Loan Agreement is on normal commercial terms or better, and the terms are fair and reasonable and in the interests of the Company and its shareholders as a whole.

By order of the Board

SFund International Holdings Limited

Li Qing

Chairman

Hong Kong, 14 September 2020

As at the date of this announcement, the Board comprises six executive Directors, namely Mr. Li Qing, Mr. Lam Kwan Sing, Mr. Liu Zhijun, Ms. Yi Sha, Ms. Wang Mengsu and Mr. Hon Ming Sang and three the independent non-executive Directors, namely Mr. Fok Ho Yin, Thomas, Mr. Chan Wai Cheung, Admiral and Mr. Lam Ho Pong.

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