SFund International : DISCLOSEABLE TRANSACTION - PROVISION OF LOAN AND ADVANCE TO AN ENTITY

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SFUND INTERNATIONAL HOLDINGS LIMITED ᄿψਿږ਷ყછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1367)

DISCLOSEABLE TRANSACTION - PROVISION OF LOAN

AND

ADVANCE TO AN ENTITY

On 12 March 2021 (after trading hour), the Lender (a 51% indirectly owned subsidiary of the Company) entered into the Loan Agreement pursuant to which the Lender agreed to provide to the Borrower a loan in the principal amount of RMB28,000,000.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Loan under the Loan Agreement are more than 5% but less than 25%, the provision of the Loan constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

As the assets ratio as defined under Rule 14.07(1) of the Listing Rules in respect of the Loan exceeds 8%, the provision of the Loan under the Loan Agreement is subject to the general disclosure obligations under Rules 13.13 and 13.15 of the Listing Rules.

BACKGROUND

The board (the "Board") of directors (the "Directors") of SFund International Holdings Limited (the "Company", together with its subsidiaries, the "Group") hereby announces that, on 12 March 2021 (after trading hour), Hunan Huiyin Tianxing Private Equity Investment Fund Management Co., Ltd. €ಳی䁩۩˂݋ٰᛆҳ༟ӷ෍ਿږ၍ଣϞࠢʮ̡ (a 51% indirectly owned subsidiary of the Company) as the lender (the "Lender"), entered into a loan agreement (the "Loan Agreement") with Chenzhou Ruirong Real Estate Development Co., Ltd.*€₉ψ๿Ꮜגήପක ೯Ϟࠢʮ̡as the borrower (the "Borrower") pursuant to which the Lender agreed to provide to the Borrower a loan in the principal amount of RMB28,000,000 (the "Loan").

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

Date	:	12 March 2021
Lender	:	Hunan Huiyin Tianxing Private Equity Investment Fund
Management Co., Ltd.€ಳی䁩۩˂݋ٰᛆҳ༟ӷ෍ਿږ၍
ଣϞࠢʮ̡
Borrower	:	Chenzhou Ruirong Real Estate Development Co., Ltd.* €₉ψ
๿Ꮜגήପක೯Ϟࠢʮ̡
Principal amount	:	RMB28,000,000
Term	:	6 months
Interest rate	:	12% per annum, payable on a quarterly basis
Repayment	:	The Loan together with any accrued interest shall be payable in
full on the maturity date of the Loan.
Early repayment	:	The Borrowers may at any time repay the whole or part of the
Loan and any interest accrued on the Loan shall be paid in full
even upon any early repayment of the Loan.
Security	:
Purpose	:

FUNDING OF THE LOAN

• (1) A charge over the land use rights of a land (the "Land") created by the Borrower in favour of the Lender; and

• (2) An irrevocable joint and several guarantee executed by the guarantors (the "Guarantors"), namely Hunan Ruirong Real Estate Group Co., Ltd.*€ಳی๿࿲ໄุණྠϞࠢ ʮ̡, Li Zhilin€ҽқ؍, Li Yijuan€ҽ֝ࢇand Li Chengbin€ҽϓ੸in favour of the Lender.

The Loan will be used by the Borrower for the development and operation of the Land.

The Loan will be funded by internal resources of the Group.

INFORMATION ABOUT THE GROUP

The Group is principally engaged in (i) apparel supply chain management services business; (ii) financial services business; (iii) money lending business; and (iv) securities investment.

INFORMATION ABOUT THE BORROWER AND THE GUARANTORS

The Borrower is a company established in the People's Republic of China and is principally engaged in real estate development and operation; sale and leasing of housing and sale of building materials. Based on the information available, each of the Guarantors, namely Hunan Ruirong Real Estate Group Co., Ltd.* €ಳی๿࿲ໄุණྠϞࠢʮ̡ , Li Zhilin €ҽқ؍ and Li Yijuan €ҽ֝ࢇis a shareholder of the Borrower and Li Chengbin€ҽϓ੸is the ultimate beneficial owner of the Borrower.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, each of the Borrower, the Guarantors and their ultimate beneficial owners are third parties independent of the Company and connected persons of the Company.

REASONS FOR AND BENEFITS OF ENTERING INTO THE LOAN AGREEMENT

The Group has been looking for potential investment opportunities to develop and expand its existing financial services business and broaden the income sources of the Group. The Directors believe that the provision of the Loan provides the Group with good investment opportunities for a stable interest income and cash flow, thereby meeting the development needs of the Company.

The terms of the Loan Agreement were negotiated on an arm's length basis between the Lender and the Borrower. 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.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Loan under the Loan Agreement are more than 5% but less than 25%, the provision of the Loan constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

As the assets ratio as defined under Rule 14.07(1) of the Listing Rules in respect of the Loan exceeds 8%, the provision of the Loan under the Loan Agreement is subject to the general disclosure obligations under Rules 13.13 and 13.15 of the Listing Rules.

By order of the Board

SFund International Holdings Limited

Li Qing

Chairman

Hong Kong, 12 March 2021

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

*for identification purpose only