Sheen Tai : Announcements and Notices - Fulfillment of Profit Guarantee of the Target Group for the Issuance of Convertible Bonds and Conversion of Convertible Bonds

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.

Sheen Tai Holdings Group Company Limited

順泰控股集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 01335) FULFILLMENT OF PROFIT GUARANTEE OF THE TARGET GROUP FOR THE ISSUANCE OF CONVERTIBLE BONDS AND CONVERSION OF CONVERTIBLE BONDS

Reference is made to the announcements dated 17 & 18 March 2016, 23 & 30 June 2016 and 25 July 2016 (the "Announcements") of Sheen Tai Holdings Group Company Limited (the "Company" and its subsidiaries , collectively referred to as the "Group") in relation to acquisition of the entire issued share capital of Treasure Cloud Limited involving issue of convertible bonds. Unless otherwise stated, all capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

Profit Guarantee in relation to the acquisition of the entire issued share capital of Treasure Cloud Limited

Pursuant to the Sale and Purchase Agreement, the supplemental agreement thereto dated 23 June 2016 and the Supplemental Deed dated 25 July 2016 entered into between the Company and the Vendor (collectively the "Agreements and Deed"), the Vendor irrevocably warrants and guarantees to the Company that for the year ended 31 December 2016, the aggregate of the audited consolidated revenue (audited in accordance with International Financial Reporting Standards (including Hong Kong Financial Reporting Standards)) attributable to Sheyang Tengyun and Xuyi Guangcai and arising from the operation of the Cloud Platforms using the resources of Guang He Hui Yun shall not be less than the 2016 Revenue Guarantee, i.e., not less than RMB30,000,000.

The Board is pleased to announce that the aggregate of the audited consolidated revenue for the year ended 31 December 2016 (audited in accordance with International Financial Reporting Standards (including Hong Kong Financial Reporting Standards)) attributable to Sheyang Tengyun and Xuyi Guangcai and arising from the operation of the Cloud Platforms using the resources of Guang He Hui Yun exceeded the 2016 Revenue Guarantee.

Issuance and conversion of the Second Tranche of the Convertible Bond

Upon the 2016 Revenue Guarantee has been fulfilled, on 31 March 2017, the Second Tranche of the Convertible Bond in the principal amount of HK$47,232,000 (representing 20% of the Consideration) has been issued to the Vendor pursuant to the Agreements and Deed.

After issuance of the Second Tranche of the Convertible Bond, the Company received notices from the holder of the Second Tranche Convertible Bond for the full conversion thereof in accordance with the terms and conditions on the same day. Based on the Conversion Price of HK$0.72 per share, 65,600,000 Conversion Shares have been allotted and issued to the holder of the Convertible Bond.

By order of the Board

Sheen Tai Holdings Group Company Limited Guo Yumin

Chairman

Hong Kong, 31 March 2017

As at the date of this announcement, the executive Directors are Mr. Guo Yumin, Ms. Xia Yu, Mr. Guo Cheng and Mr. Zeng Xiangyang and the independent non-executive Directors are Ms. Fan Qing, Mr. Fong Wo, Felix and Mr. Lo Wa Kei, Roy.