Fortunet e Commerce : TERMINATION OF DISCLOSEABLE TRANSACTION DEEMED DISPOSAL OF EQUITY INTEREST IN A SUBSIDIARY

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FORTUNET E-COMMERCE GROUP LIMITED

鑫 網 易 商 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1039)

TERMINATION OF DISCLOSEABLE TRANSACTION

DEEMED DISPOSAL OF EQUITY INTEREST IN A SUBSIDIARY

Reference is made to the announcements of Fortunet e-Commerce Group Limited (the "Company", together with its subsidiaries, the "Group") dated 31 January 2019, 14 February 2019 and 31 May 2019, respectively, in relation to the deemed disposal of equity interest in a subsidiary (the "Announcements"). Unless otherwise defined, capitalised terms used herein shall have the same meaning as those defined in the Announcements.

This announcement is made pursuant to Rule 14.36 of the Listing Rules.

As at the date of this announcement, save for the Subscription by CE Investment, the Subscriptions by the remaining two Other Investors (namely Zhongjin Qizhi and Senran Investment) were completed in March 2019, and gross proceeds of RMB200 million from such Subscriptions were received by the Group.

As disclosed in the Announcements, in respect of each Other Investor, if any of the conditions precedent set out in the relevant Subscription Agreement is not satisfied (or waived, as the case may be) by 30 November 2019, the relevant Subscription Agreement shall be automatically terminated with immediate effect and a party will not have any claim under the relevant Subscription Agreement of any nature whatsoever against the other party except in respect of any rights and obligations which have accrued before termination.

As at the date of this announcement, the conditions precedent set out in the Subscription Agreement in respect of CE Investment (the "CE Subscription Agreement") have not been fully satisfied or waived. As such, the CE Subscription Agreement shall be automatically terminated with immediate effect. Upon the termination of the CE Subscription Agreement, PCL and CE Investment shall be released and discharged from their respective obligations to each other under the CE Subscription Agreement.

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The Board considers the termination of the CE Subscription Agreement will not have any material adverse impact on the business operation or financial position of the Group or the interests of the Company and its Shareholders as a whole. PCL may seek other sources of fundraising activities for the development and expansion of the "Changyou" business of the Group, depending on the financing needs of PCL at the time and the availability and terms and conditions of alternative options of fundraising.

By order of the Board

Fortunet e-Commerce Group Limited

Mr. Cheng Jerome

Chairman

Hong Kong, 1 December 2019

As at the date of this announcement, the executive Directors are Mr. Cheng Jerome and Mr. Yuan Weitao; the non-executive Director is Mrs. Guo Yan; and the independent non-executive Directors are Mr. Wong Chi Keung, Mr. Liu Jialin and Mr. Chan Chi Keung Alan.

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