CONNECTED TRANSACTION PLEDGE OF 80% EQUITY INTEREST IN SHANGHAI RUNTONG INDUSTRIAL AND INVESTMENT CO., LIMITED*

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1 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. (a joint stock company incorporated in the People s Republic of China with limited liability) (Stock code: 1103) CONNECTED TRANSACTION PLEDGE OF 80% EQUITY INTEREST IN SHANGHAI RUNTONG INDUSTRIAL AND INVESTMENT CO., LIMITED* EQUITY PLEDGE AGREEMENT On 21 March 2018, Shanghai Kaiyi, a direct wholly-owned subsidiary of the Company, the Pledgee and the Company entered into the Equity Pledge Agreement, pursuant to which Shanghai Kaiyi has agreed to pledge its 80% equity interest in Shanghai Runtong in favour of the Pledgee to secure the repayment obligation of the Company in respect of the Outstanding Debts due to the Pledgee. IMPLICATIONS UNDER THE LISTING RULES Mr. Wu is the director of Shanghai Kaiyi and chairman of Shanghai Runtong, hence a connected person of the Company at the subsidiary level. Shanghai Anji is a substantial shareholder, holding 20% equity interest, of Shanghai Runtong. As advised by Shanghai Anji, Madam Yan holds 95% equity interest in Shanghai Anji, hence Madam Yan is deemed to hold the said 20% equity interest in Shanghai Runtong and become a substantial shareholder of Shanghai Runtong and accordingly a connected person of the Company at the subsidiary level. To the best of the Directors knowledge, information and belief having made all reasonable enquiry, the Pledgee is owned by Mr. Wu and Madam Yan as to 60% and 40%, respectively. Therefore, the Pledgee is an associate of both Mr. Wu and Madam Yan and hence also a connected person of the Company at the subsidiary level and (i) the provision of financial assistance by the Pledgee to the Company in respect of the Outstanding Debts; and (ii) the transactions under the Equity Pledge Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules

2 As the provision of financial assistance by the Pledgee to the Company in respect of the Outstanding Debts was on normal commercial terms or better and no security over assets of the Group had been granted in respect of the security of the Outstanding Debts, the said provision of financial assistance has been exempted from the reporting, announcement, circular and Independent Shareholders approval requirements under the Listing Rules. Since (i) the Pledgee is a connected person of the Company at subsidiary level; (ii) the Directors (including the independent non-executive Directors) have approved the Equity Pledge Agreement and the transactions contemplated thereunder; (iii) the independent non-executive Directors have confirmed that the terms of the transactions contemplated under the Equity Pledge Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole, the Equity Pledge Agreement and the transactions contemplated thereunder will constitute connected transactions which are only subject to the reporting and announcement requirements, but are exempted from the circular, independent financial advice and shareholders approval requirements pursuant to Rule 14A.101 of the Listing Rules. None of the Directors has any material interest in the Equity Pledge Agreement and the transactions contemplated thereunder, and none of the Directors has abstained from voting on the board resolution approving the Equity Pledge Agreement and the transactions contemplated thereunder. Reference is made to the Announcements in relation to the Acquisition. The completion of the Acquisition had taken place on 27 July As at the date of this announcement, Shanghai Kaiyi is a direct wholly-owned subsidiary of the Company and Shanghai Runtong is an indirect non-wholly owned subsidiary of the Company as to 80%. EQUITY PLEDGE AGREEMENT As at the date of this announcement, the Company owed to the Pledgee the Outstanding Debts which is unsecured. In order to secure the repayment obligation of the Company in respect of the Outstanding Debts due to the Pledgee, Shanghai Kaiyi, the Pledgee and the Company have entered into the Equity Pledge Agreement, pursuant to which Shanghai Kaiyi has agreed to pledge its 80% equity interest in Shanghai Runtong in favour of the Pledgee

3 Details of the Equity Pledge Agreement are set out below: Date : 21 March 2018 (after trading hours) Parties : (1) Shanghai Kaiyi, a direct wholly-owned subsidiary of the Company (2) the Pledgee As advised by the Pledgee, the principal business of the Pledgee is, among other things, enterprise investment management and assets management. The Pledgee was the then vendor for the Sale and Purchase Agreement, which has been completed on 27 July (3) the Company Mr. Wu is the director of Shanghai Kaiyi and the chairman of Shanghai Runtong, hence a connected person of the Company at the subsidiary level. Shanghai Anji is a substantial shareholder, holding 20% equity interest, of Shanghai Runtong. As advised by Shanghai Anji, Madam Yan holds 95% equity interest in Shanghai Anji, hence Madam Yan is deemed to hold the said 20% equity interest in Shanghai Runtong and become a substantial shareholder of Shanghai Runtong and accordingly a connected person of the Company at the subsidiary level. To the best of the Directors knowledge, information and belief having made all reasonable enquiry, the Pledgee is owned by Mr. Wu and Madam Yan as to 60% and 40%, respectively. Therefore, the Pledgee is an associate of both Mr. Wu and Madam Yan and hence also a connected person of the Company at the subsidiary level

4 As at the date of this announcement, the corporate structure of Shanghai Kaiyi and Shanghai Runtong is as follows: Company 100% Shanghai Kaiyi 95% Madam Yan Shanghai Anji Independent Third Party 5% 80% 20% Shanghai Runtong Pursuant to the Equity Pledge Agreement, Shanghai Kaiyi has agreed to pledge its 80% equity interest in Shanghai Runtong in favour of the Pledgee as a security for the Outstanding Debts. As at the date of this announcement, Shanghai Runtong is owned by Shanghai Kaiyi and Shanghai Anji as to 80% and 20%, respectively. Pursuant to the Equity Pledge Agreement, if there is any non-performance of the terms and conditions of the Equity Pledge Agreement by the Company and the Company fails to perform its obligations under the Equity Pledge Agreement within 30 days from the date that the Company receives the Pledgee s notice, the Pledgee is entitled to exercise its right to deal with the 80% equity interest in Shanghai Runtong pledged to it by Shanghai Kaiyi. Furthermore, Shanghai Kaiyi undertakes to the Pledgee, among other things, that it will not sell, gift, let, transfer, charge, pledge, or otherwise dispose of all or most of its material assets, and will not enter into any guarantee for third party, which would result in material adverse change to its financial conditions and its ability to perform its obligations under the Equity Pledge Agreement. Once the Company has fully repaid the Outstanding Debts and performed its obligations under the Equity Pledge Agreement, the Pledgee shall unconditionally release its pledge against the equity interest in Shanghai Runtong and return the same to Shanghai Kaiyi within 7 business days. If the Pledgee fails to do so within the said time period, the Pledgee shall indemnify the losses of Shanghai Kaiyi

5 REASONS FOR AND BENEFITS OF ENTERING INTO THE EQUITY PLEDGE AGREEMENT The Group is principally engaged in road and bridge construction business, agricultural and petrochemical products supply chain services business, agricultural industry chain financial services business and agricultural big data services business. Shanghai Kaiyi is principally engaged in, among other things, enterprise management consulting and marketing. Shanghai Runtong is principally engaged in, among other things, prepaid card issuance and settlement and has been granted the payment services license by the People s Bank of China in conducting such business. As the Outstanding Debts are not secured, the Pledgee has requested for the provision of the pledge over 80% equity interests in Shanghai Runtong to secure the repayment obligation of the Company in respect of the Outstanding Debts. The Directors consider that by entering into of the Equity Pledge Agreement, the Company can utilize its fund, which would have otherwise utilised on repaying the Outstanding Debts, as the general working capital of the Group. In view of the above, the Directors (including the independent non-executive Directors) are of the view that the Equity Pledge Agreement and the terms of the Equity Pledge Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS As disclosed above, both Mr. Wu and Madam Yan are connected persons of the Company at the subsidiary level. To the best of the Directors knowledge, information and belief having made all reasonable enquiry, the Pledgee is owned by Mr. Wu and Madam Yan as to 60% and 40%, respectively. Therefore, the Pledgee is an associate of both Mr. Wu and Madam Yan and hence also a connected person of the Company at the subsidiary level and (i) the provision of financial assistance by the Pledgee to the Company in respect of the Outstanding Debts; and (ii) the transactions under the Equity Pledge Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As the provision of financial assistance by the Pledgee to the Company in respect of the Outstanding Debts was on normal commercial terms or better and no security over assets of the Group had been granted in respect of the security of the Outstanding Debts, the said provision of financial assistance has been exempted from the reporting, announcement, circular and Independent Shareholders approval requirements under the Listing Rules

6 Since (i) the Pledgee is a connected person of the Company at subsidiary level; (ii) the Directors (including the independent non-executive Directors) have approved the Equity Pledge Agreement and the transactions contemplated thereunder; (iii) the independent non-executive Directors have confirmed that the terms of the transactions contemplated under the Equity Pledge Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole, the Equity Pledge Agreement and the transactions contemplated thereunder will constitute connected transactions which are only subject to the reporting and announcement requirements, but are exempted from the circular, independent financial advice and shareholders approval requirements pursuant to Rule 14A.101 of the Listing Rules. None of the Directors has any material interest in the Equity Pledge Agreement and the transactions contemplated thereunder, and none of the Directors has abstained from voting on the board resolution approving the Equity Pledge Agreement and the transactions contemplated thereunder. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following respective meanings. Announcements the announcements of the Company dated 18 August 2015, 24 December 2015, 28 April 2016 and 27 July 2016 in relation to the Acquisition Acquisition Board Company connected person Director(s) Domestic Share(s) the acquisition of the entire equity interest in Shanghai Kaiyi by the Company pursuant the Sale and Purchase Agreement the board of Directors Shanghai Dasheng Agriculture Finance Technology Co., Ltd.* ( ), a joint stock company incorporated in the PRC with limited liability, whose H Shares are listed on the Main Board of the Stock Exchange has the meaning ascribed to it in the Listing Rules the director(s) of the Company the ordinary domestic share(s) of the Company with a nominal value of RMB0.10 each in the share capital of the Company - 6 -

7 Equity Pledge Agreement Group the equity pledge agreement dated 21 March 2018 entered into among Shanghai Kaiyi, the Pledgee and the Company in respect of the pledge of 80% equity interest in Shanghai Runtong by Shanghai Kaiyi in favour of the Pledgee the Company and its subsidiaries H Share(s) the overseas listed foreign share(s) with a nominal value of RMB0.10 each in the share capital of the Company which are listed on the Stock Exchange and are traded in Hong Kong dollars Hong Kong Independent Third Party(ies) Listing Rules Madam Yan Mr. Wu Outstanding Debts Pledgee the Hong Kong Special Administrative Region of the PRC the independent third party(ies) who is/are, to the best of the Directors knowledge, information and belief having made all reasonable enquiry, independent of the Company and its connected persons (as defined under the Listing Rules) the Rules Governing the Listing of Securities on the Stock Exchange Yan Xiefang* ( ), one of the guarantors for the Acquisition, who holds 95% equity interest in Shanghai Anji Wu Hongbin* ( ), one of the guarantors for the Acquisition, the director of Shanghai Kaiyi and the chairman of the board of Shanghai Runtong the sum of RMB148,825,000 (equivalent to approximately HK$178,590,000) being the outstanding sums due to the Pledgee by the Company Zhenjiang City Zhiying Investment Management Centre (Limited Partnership)* ( ( )) (formerly known as Jiangxi Zhangshu City Zhiying Investment Management Centre* ( )), a partnership entity established in the PRC, which is held by Mr. Wu and Madam Yan as to 60% and 40%, respectively - 7 -

8 PRC Sale and Purchase Agreement Shanghai Anji Shanghai Kaiyi Shanghai Runtong Share(s) Shareholder(s) Stock Exchange HK$ RMB the People s Republic of China, for the purpose of this announcement only, excludes Hong Kong, Macau Special Administrative Region of the People s Republic of China and Taiwan the sale and purchase agreement dated 18 August 2015 (as supplemented and amended by two supplemental agreements dated 24 December 2015 and 28 April 2016) entered into among the Company as purchaser, the Pledgee as vendor and Mr. Wu and Madam Yan as guarantors in relation to the Acquisition, for details please refer to the Announcements Shanghai Anji Corporate Development Co., Limited* ( ), a company incorporated in the PRC, which is currently owned as to 95% and 5% by Madam Yan and Independent Third Party, respectively Shanghai Kaiyi Corporate Management Consultancy Co., Limited* ( ), a limited liability company established in the PRC, a wholly-owned subsidiary of the Company Shanghai Runtong Industrial and Investment Co., Limited* ( ), a company established in the PRC, a nonwholly owned subsidiary of the Company as to 80% collectively, the Domestic Shares and H Shares holders of the Shares The Stock Exchange of Hong Kong Limited Hong Kong Dollar, the lawful currency of Hong Kong Renminbi, the lawful currency of the PRC - 8 -

9 % per cent. * The English translation in this announcement is for reference only. The official names are in Chinese. Shanghai, PRC, 21 March 2018 By Order of the Board Shanghai Dasheng Agriculture Finance Technology Co., Ltd. Lan Huasheng Chairman As at the date of this announcement, the Board comprises three executive directors: Mr. Lan Huasheng, Mr. Mo Luojiang and Mr. Wang Liguo; one non-executive director: Mr. Zhu Tianxiang; and three independent non-executive directors: Mr. Chung Cheuk Ming, Mr. Yang Gaoyu and Mr. Zhou Jianhao. Unless otherwise stated, translation of RMB into HK$ is based on the approximate exchange rate of RMB1.00 to HK$1.2 for information purpose only. Such translation should not be construed as a representation that the relevant amounts have been, could have been, or could be converted at that or any other rate or at all. If there is any inconsistency in this announcement between the Chinese and English versions, the English version shall prevail