Fullshare : ANNOUNCEMENT DISCLOSEABLE TRANSACTION IN RELATION TO ACQUISITION OF THE TARGET COMPANY

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Fullshare Holdings Limited

豐盛控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00607)

ANNOUNCEMENT

DISCLOSEABLE TRANSACTION

IN RELATION TO ACQUISITION OF THE TARGET COMPANY

ACQUISITION OF THE TARGET COMPANY

The Board announces that on 31 December 2019, Dazu, an indirectly wholly-owned subsidiary of the Company, and Nanjing Chuangrui entered into the Equity Transfer Agreement, pursuant to which Dazu agrees to acquire, and Nanjing Chuangrui agrees to sell 100% equity interests of the Target Company for a consideration of RMB398 million (equivalent to approximately HK$443.06 million). The Target Company will become a wholly-owned subsidiary of the Company upon Completion and its financial results will be consolidated into the accounts of the Group.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio in respect of the acquisition of the Target Company exceeds 5% but is less than 25%, the entering into the Equity Transfer Agreement constitutes a discloseable transaction of the Company and accordingly is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules but exempt from the shareholders' approval requirement under Chapter 14 of the Listing Rules.

ACQUISITION OF THE TARGET COMPANY

The Board announces that on 31 December 2019, Dazu, an indirectly wholly-owned subsidiary of the Company, and Nanjing Chuangrui entered into the Equity Transfer Agreement, pursuant to which Dazu agrees to acquire, and Nanjing Chuangrui agrees to sell 100% equity interests of the Target Company for a consideration of RMB398 million (equivalent to approximately HK$443.06 million). The Target Company will become a wholly-owned subsidiary of the Company upon Completion and its financial results will be consolidated into the accounts of the Group.

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THE EQUITY TRANSFER AGREEMENT

Principal terms of the Equity Transfer Agreement are set out as below.

Date

31 December 2019

Parties

1. Dazu; and
2. Nanjing Chuangrui

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Nanjing Chuangrui and its ultimate beneficial owner, 夏福保(Xia Fubao*), a natural person, are third parties independent of the Company and its connected persons.

Subject matter

As at the date of this announcement, the Target Company has a registered capital of RMB200 million (equivalent to approximately HK$222.64 million), which was fully paid-up. The Target Company is wholly owned by Nanjing Chuangrui. Pursuant to the Equity Transfer Agreement, Dazu agrees to acquire, and Nanjing Chuangrui agrees to sell 100% equity interests of the Target Company for a consideration of RMB398 million (equivalent to approximately HK$443.06 million). The Target Company will become a wholly-owned subsidiary of the Company upon Completion and its financial results will be consolidated into the accounts of the Group.

Consideration and payment

The total consideration for the acquisition of 100% equity interests of the Target Company is RMB398 million (equivalent to approximately HK$443.06 million). The amount of the consideration was determined after arm's length negotiations between the parties and with reference to the valuation of the properties owned by the Target Company conducted by an independent valuer at RMB419.46 million (equivalent to approximately HK$466.95 million), using the market comparison approach and income approach. The consideration is currently intended to be funded by internal resources.

Within ten business days upon Completion, Dazu shall make a lump sum payment of RMB398 million (equivalent to approximately HK$443.06 million) to the designated bank account of Nanjing Chuangrui by bank transfer.

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Completion

Within ten business days after the Equity Transfer Agreement is signed, the two parties shall jointly handle relevant documents in relation to the equity transfer contemplated under the Equity Transfer Agreement in accordance with applicable laws and the requirements of government entities, including but not limited to submitting the Equity Transfer Agreement, the resolution(s) of the shareholders' meeting, the amendments to the articles of association of the Target Company and all other ancillary documents required by applicable laws to the industry and commerce department for the registration of the equity transfer contemplated under the Equity Transfer Agreement. The Completion shall take place upon completion of the registration of the equity transfer contemplated under the Equity Transfer Agreement. The Target Company will become a wholly-owned subsidiary of the Company upon Completion and its financial results will be consolidated into the accounts of the Group.

Indemnity

Pursuant to the terms of the Equity Transfer Agreement, any party shall indemnify the other party for its breach of the Equity Transfer Agreement or non-cooperation against any and all losses which the other party may suffer.

REASONS FOR AND BENEFITS OF THE EQUITY TRANSFER AGREEMENT

The properties of the Target Company are directly above the metro station at the core district of Liuhe District, Nanjing, Jiangsu Province, the PRC, surrounded by residential area with high pedestrian flow and established supporting facilities, which is an excellent location with strong business atmosphere in the surroundings. Furthermore, the properties of the Target Company have been contracted for lease operations and have a reasonable rental return. Therefore, the properties of the Target Company enjoy better future expectations on value preservation and value-added ability and operating capacity.

The Directors consider that the terms of the Equity Transfer Agreement are on normal commercial terms and are fair and reasonable, and that the acquisition of the Target Company is in the interests of the Company and its shareholders as a whole.

INFORMATION OF THE TARGET COMPANY

The Target Company is a company incorporated in the PRC with limited liability. As at the date of this announcement, the Target Company has a registered capital of RMB200 million (equivalent to approximately HK$222.64 million), which was fully paid-up. It is principally engaged in holding two floors of a large shopping mall in Liuhe District, Nanjing, Jiangsu Province, the PRC.

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Based on the unaudited financial statements of the Target Company prepared in accordance with generally accepted accounting principles in the PRC, the total assets and net assets of the Target Company as at 31 December 2019 were approximately RMB207.65 million (equivalent to approximately HK$231.16 million) and RMB199.91 million (equivalent to approximately HK$222.54 million), respectively. As the Target Company was incorporated in 2019 and it has not carried on any business except for holding the properties as at the date of this announcement, the Company has no such financial information of the Target Company in respect of revenue or profit before and after taxation and extraordinary items for the past two financial years ended 31 December 2018.

All information relating to the Target Company, including information relating to its business and its financial information, as disclosed in this announcement has been provided by Nanjing Chuangrui and has not been independently verified by the Company.

INFORMATION OF THE PARTIES

Dazu

Dazu is a limited liability company incorporated in the PRC and is principally engaged in the business of property development and operation and property management. Dazu is an indirectly wholly-owned subsidiary of the Company as at the date of this announcement.

The Group

The Group is principally engaged in (a) property development and investment, (b) tourism, (c) investment and financial services, (d) provision of healthcare and education products and services, and (e) new energy business.

Nanjing Chuangrui

Nanjing Chuangrui is a limited liability company incorporated in the PRC and is principally engaged in property investment. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Nanjing Chuangrui and its ultimate beneficial owner, 夏福保(Xia Fubao*), a natural person, are third parties independent of the Company and its connected persons.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio in respect of the acquisition of the Target Company exceeds 5% but is less than 25%, the entering into the Equity Transfer Agreement constitutes a discloseable transaction of the Company and accordingly is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules but exempt from the shareholders' approval requirement under Chapter 14 of the Listing Rules.

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DEFINITIONS

"Board"

"Company"

"Completion"

"connected person(s)"

"Dazu"

"Director(s)"

"Equity Transfer

Agreement"

"Group"

"Hong Kong"

"HK$"

"Listing Rules"

"Nanjing Chuangrui"

"PRC"

means the board of Directors

means Fullshare Holdings Limited 豐盛控股有限公司, a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on the Stock Exchange and having its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1- 1111, Cayman Islands

means the completion of the equity transfer pursuant to the terms of the Equity Transfer Agreement

has the meaning ascribed thereto under the Listing Rules

means 南京豐盛大族科技股份有限公司 (Nanjing Fullshare Dazu Technology Co., Ltd.*), a limited liability company incorporated in the PRC and an indirectly wholly-owned subsidiary of the Company as at the date of this announcement

means the director(s) of the Company

means the equity transfer agreement dated 31 December 2019 entered into by Dazu and Nanjing Chuangrui for the acquisition of 100% equity interests of the Target Company

means the Company and its subsidiaries

means the Hong Kong Special Administrative Region of the PRC

means Hong Kong dollar, the lawful currency of Hong Kong

means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

means 南京創睿企業管理有限公司 (Nanjing Chuangrui Enterprise Management Co., Ltd.*), a limited liability company incorporated in the

PRC

means the People's Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan

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"RMB"

"Share(s)"

"Stock Exchange"

"Target Company"

means Renminbi, the lawful currency of the PRC

means the ordinary share(s) of HK$0.01 each in the share capital of the Company

means The Stock Exchange of Hong Kong Limited

means 南京眾慧合達商業管理有限公司 (Nanjing Zhonghui Heda Business Management Co., Ltd.*), a company incorporated in the PRC with limited liability

For the purpose of this announcement, unless otherwise indicated, the exchange rate of RMB1.00

• HK$1.113212 has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amount has been, could have been or may be exchanged at such rate or any other rate or at all on the date or dates in question or any other date.

By order of the Board

Fullshare Holdings Limited

Ji Changqun

Chairman

Hong Kong, 31 December 2019

As at the date of this announcement, the executive Directors are Mr. Ji Changqun, Ms. Du Wei and Mr. Shen Chen; and the independent non-executive Directors are Mr. Lau Chi Keung, Mr. Chow Siu Lui and Mr. Tsang Sai Chung.

• For identification purpose only.

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