Shanghai Dasheng Agrcltr Fin Tech : Circulars - (1) CONNECTED TRANSACTION - SUBSCRIPTION OF DOMESTIC SHARES BY THE SUBSCRIBERS (2) ISSUE AND PLACING OF H SHARES UNDER SPECIFIC MANDATE (3) PROPOSED AMENDMENTS TO THE ARTICLES (4) PROPOSED ISSUE OF CORPORATE BONDS AND (5) NOTICE OF EGM, H SHAREHOLDERS CLASS MEETING AND DOMESTIC SHAREHOLDERS CLASS MEETING

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shanghai Dasheng Agriculture Finance Technology Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities mentioned herein.

(a joint stock company incorporated in the People's Republic of China with limited liability)

1. CONNECTED TRANSACTION - SUBSCRIPTION OF DOMESTIC SHARES BY THE SUBSCRIBERS
2. ISSUE AND PLACING OF H SHARES UNDER SPECIFIC MANDATE
3. PROPOSED AMENDMENTS TO THE ARTICLES
4. PROPOSED ISSUE OF CORPORATE BONDS AND
5. NOTICE OF EGM, H SHAREHOLDERS CLASS MEETING AND DOMESTIC SHAREHOLDERS CLASS MEETING

Placing Agent and Financial Adviser to the Subscription

ZHONGTAI INTERNATIONAL

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 7 to 36 in this circular. A letter from the Independent Board Committee containing its recommendations to the Independent Shareholders is set out on pages 37 to 38 in this circular. A letter from Gram Capital containing its advice in respect of the Subscription to the Independent Board Committee and the Independent Shareholders is set out on pages 39 to 54 in this circular.

Terms used herein shall have the same meaning ascribed to them in the section headed "Definitions" of this circular. Notices convening the EGM, the H Shareholders Class Meeting and the Domestic Shareholders Class Meeting to be held at 35F, Aurora Plaza, No.99 Fu Cheng Road, Pudong New District, Shanghai, the PRC on Friday, 20 January 2017 at 10:30 a.m., 11:00 a.m. (or the time immediately after the conclusion of the EGM) and 11:30 a.m. (or the time immediately after the conclusion of the H Shareholders Class Meeting) are set out in this circular on pages EGM-1 to EGM-4, HSCM-1 to HSCM-3 and DSCM-1 to DSCM-3, respectively, and their respective reply slips and forms of proxy are also enclosed hereto.

Whether or not you are able to attend the meetings, you are requested to complete the enclosed reply slips and forms of proxy in accordance with the instructions printed thereon and return it to the Company's office at 35F, Aurora Plaza, No.99 Fu Cheng Road, Pudong New District, Shanghai, the PRC (for Domestic Shareholders) or to the H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders), as soon as possible but in any event for reply slips, on or before Friday, 30 December 2016, and for the forms of proxy not less than 24 hours before the time appointed for the holding of the meetings, or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meetings or any adjournment thereof should you so wish.

5 December 2016

Page

In this circular, unless the context otherwise requires, the following terms shall have the following meanings:

"Articles" the articles of association of the Company, as amended from time to time

"associate(s)" has the meaning ascribed to it under the Listing Rules

"Board" the board of Directors

"Business Day" any weekday (other than a Saturday or a day on which a tropical cyclone warning signal number 8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9 a.m. and 4 p.m.) on which banks generally are open for business in Hong Kong and the PRC

"Closing" completion of the Placing by way of placing of the Placing Shares in up to two tranches in accordance with the terms of the Placing Agreement; for the avoidance of doubt, if there are two tranches of the Placing, the "date of Completion" shall mean the date of completion of the last tranche of the Placing

"Company" 上海大生農業金融科技股份有限公司 (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

"Completion Date" the date falling on the fifteenth Business Day after conditions

precedent of the Subscription have been fulfilled (or such other date as the Company and the Subscribers may agree in writing)

"connected person(s)" has the meaning ascribed to it under the Listing Rules "Corporate Bonds" the corporate bonds in an aggregate principal amount of not

exceeding RMB1,500,000,000 (including RMB1,500,000,000)

proposed to be issued by the Company

"CSRC" China Securities Regulatory Commission

"Dasheng Agriculture" 上海大生農產品投資控股有限公司 (Shanghai Dasheng

Agriculture Products Investment Holding Company Limited*), a limited liability company established in the PRC, and a wholly-owned subsidiary of the Company principally engaged in holding of investments in management company of wholesale market as well as agricultural products trading company

"Dasheng Financial" 深圳市大生金融控股有限公司 (Shenzhen Dasheng Financial

Holding Company Limited*), a limited liability company established in the PRC, and a wholly-owned subsidiary of the Company principally engaged in holding of investments in companies that are principally engaged in provision of financial services

"Dasheng Holdings" 大生控股有限公司 (Dasheng Holdings Limited*), a limited

liability company established in the PRC, and is currently owned as to 70% by Mr. Lan Huasheng (the chairman of the Board and an executive Director) and 30% by Mr. Lu Tingfu (a supervisor of the Company) as an investment holding company

"Director(s)" the director(s) of the Company

"Domestic Share(s)" the ordinary domestic share(s) of the Company with a nominal

value of RMB0.10 each in the share capital of the Company "Domestic Shareholder(s)" holder(s) of the Domestic Share(s)

"Domestic Shareholders the class meeting of the Domestic Shareholders to be convened Class Meeting" to consider, and if thought fit, to approve the Placing and the

proposed amendments to the Articles

"EGM" the extraordinary general meeting of the Company to be convened to consider, and if thought fit, to approve the Subscription, the Placing, the proposed amendments to the Articles and the proposed issue of Corporate Bonds

"Gram Capital" or Gram Capital Limited, a licensed corporation to carry out Type 6 "Independent Financial Adviser" (advising on corporate finance) regulated activity under the

Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Subscription

"Group" 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

"H Shareholder(s)" the holder(s) of H Shares