Pierce Waring and Jai Ingham were the unlikely scorers, handing the Chinese Super League leaders their first loss this season in any competition.

Wednesday night's exhibition-style contest came about after games on match-day five confirmed Shanghai SIPG's progression and Victory's exit.

It was reflected in the team selections at AAMI Park.

Victory coach Kevin Muscat made seven changes from his weekend team. Shanghai boss Vito Pereira topped that by swinging 10.

With precious little on the line, what followed was an open and lively match.

Christian Theoharous was bright in a wide left role, Josh Hope was busy in the middle and Kenny Athiu threw himself about in customary fashion.

Athiu combined with his strike partner for Victory's opener, sweeping the ball across the box for the lanky teenager to divert the ball home with the help of a defender's deflection.

The goal was Waring's first senior strike.

Victory's lead lasted five minutes, when Elkeson started a move for the equaliser.

Lu Wenjun raced onto the Brazilian's through-ball, cutting back for Lin Chuangyi to score past Matt Acton.

The free-flowing action continued after the break, when Terry Antonis' cross gave Ingham an unmissable chance at the back post.

It was history repeated for the winger, who scored his first Victory goal two years ago in the same fixture.

Shanghai lifted their intensity to avoid defeat, with substitute Hulk driven to cause Victory problems.

He combined with fellow Brazilian Elkeson to draw a smart save out of Acton on 74 minutes.

But it was Victory's night, which Muscat capped by throwing on 16-year-old Birkan Kirdar for a first appearance with minutes to go.

Muscat praised his side for taking the evening seriously.

"You could see there was a genuine concerted effort from the group," he said.

"There's dangers when there are so many new faces and they haven't played together regularly.

"But there was real good energy, real good effort and some good football."

Beaten coach Vitor Pereira said he was not happy with the result but implied he would not be losing any sleep over it.

"If I have to lose a match, okay, this match is not a problem," he said.

Australian Associated Press