Zhengye International : ANNOUNCEMENT PURSUANT TO RULES 13.51B(2) AND 13.51(2) OF THE LISTING RULES

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ZHENGYE INTERNATIONAL HOLDINGS COMPANY LIMITED

正業國際控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 3363)

ANNOUNCEMENT PURSUANT TO

RULES 13.51B(2) AND 13.51(2) OF THE LISTING RULES

This announcement is made by Zhengye International Holdings Company Limited (the "Company", and together with its subsidiaries, the "Group") pursuant to Rules 13.51B(2) and 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

On 16 September 2020, the board (the "Board") of directors (the "Directors") of the Company was informed by Mr. Shin Yick Fabian ("Mr. Shin"), an independent non-executive Director, that public sanction has been made by the Securities and Futures Commission (the "SFC") of Hong Kong against him. According to the news release published by the SFC on 16 September 2020, the SFC has prohibited Mr. Shin, a former responsible officer (the "RO") and chief executive officer of a licensed corporation (the "Licensed Corporation"), from re-entering the industry for 20 months from 15 September 2020 to 14 May 2022 for breaching the Code of Conduct for Persons Licensed by or Registered with the SFC and the Additional Fit and Proper Guidelines for Corporations and Authorized Financial Institutions applying or continuing to act as Sponsors and Compliance Advisers.

Mr. Shin was a sponsor principal in charge of supervision of the execution of a listing application in 2017 for which the Licensed Corporation was the sponsor. The SFC's disciplinary action against Mr. Shin is related to its disciplinary action against the Licensed Corporation for the listing application in question. The SFC found that Mr. Shin failed to discharge his duties as a sponsor principal, an RO and a member of the senior management of the Licensed Corporation, in that he had failed to (1) exercise due skill, care and diligence in handling the listing application in question; (2) diligently supervise his subordinates to carry out the sponsor work undertaken by the Licensed Corporation; and (3) ensure the maintenance of appropriate standards of conduct by the Licensed Corporation.

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The Board has considered the above sanction against Mr. Shin and is of the view that (i) Mr. Shin is able to demonstrate a standard of competence commensurate with his position as an independent non-executive Director and is able to continue to make valuable contribution to the Group's future strategic development, given that he possesses appropriate professional qualifications in the accounting and financial management, company secretarial and corporate administration fields and extensive experience in relation to corporate governance matters of companies listed in Hong Kong and overseas; and (ii) the above incident does not reflect negatively on the character, integrity or independence of Mr. Shin to serve as a Director. Accordingly, the Board believes that the continuous holding of office by Mr. Shin as an independent non-executive Director will be appropriate and the above incident will not have any material impact on the business operations and financial position of the Group.

By order of the Board

Zhengye International Holdings Company Limited

Hu Zheng

Chairman

Hong Kong, 17 September 2020

As at the date of this announcement, the Board comprised Mr. Hu Zheng (Mr. Hu Jianpeng as his alternate), Mr. Hu Hancheng (Mr. Hu Jianjun as his alternate) and Mr. Hu Hanchao (Mr. Tan Xijian as his alternate) as executive directors, Mr. Chen Riyue as non-executive director and Mr. Chung Kwok Mo John, Mr. Liew Fui Kiang and Mr. Shin Yick Fabian as independent non- executive directors.

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