Fullshare : ANNOUNCEMENT DISCLOSEABLE TRANSACTION DISPOSALS OF LISTED SECURITIES

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

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

DISPOSALS OF LISTED SECURITIES

DISPOSALS OF LISTED SECURITIES

The Board announces that during the period between 16 October 2019 and 25 February 2020, Viewforth, a wholly-owned subsidiary of the Company, further disposed an aggregate of 16,160,000 C&D Shares at an aggregate consideration of approximately HK$147,253,116 (exclusive of transaction costs).

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Disposals exceeds 5% but is less than 25%, the Disposals on standalone basis constitute discloseable transaction of the Company under Chapter 14 of the Listing Rules.

The Previous Disposals and the Disposals took place within a 12-month period, therefore the Previous Disposals and the Disposals shall be aggregated pursuant to Rule 14.22 of the Listing Rules. As the highest applicable percentage ratio (as defined in the Listing Rules) exceeds 5% but is less than 25% on aggregated basis, the Disposals when aggregated with the Previous Disposals still constitute discloseable transaction of the Company, and accordingly are 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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DISPOSALS OF LISTED SECURITIES

Reference is made to the announcement of the Company dated 23 September 2019 in relation to disposal of an aggregate of 34,016,000 C&D Shares during the period between 24 December 2018 and 18 September 2019. The Board announces that during the period between 16 October 2019 and 25 February 2020, Viewforth, a wholly-owned subsidiary of the Company, further disposed an aggregate of 16,160,000 C&D Shares at an aggregate consideration of approximately HK$147,253,116 (exclusive of transaction costs). Among such 16,160,000 C&D Shares, 5,000,000 C&D Shares were disposed by Viewforth through the S&P entered into with the S&P Purchaser on 6 November 2019 (the "S&P Disposal"), and the remaining 11,160,000 C&D Shares were disposed by Viewforth on the open market (the "On-marketDisposal").

To the best of the Director's knowledge, information and belief having made all reasonable enquiries, the S&P Purchaser is a third party independent of the Company and its connected persons. The consideration for the S&P Disposal (i.e HK$35,000,000) was agreed between the parties to the S&P after arm's length negotiations with reference to approximately 12.51% discount on the average closing price of the C&D Shares in the 10 trading days immediately prior to the date of the S&P. Completion of the S&P Disposal has taken place and the consideration for the S&P Disposal had been fully settled in cash and received by Viewforth on 11 December 2019.

The consideration for the On-market Disposal represented the market prices of the C&D Shares at the time of the relevant transaction, and had been fully settled in cash and received by Viewforth. The On-market Disposal was made on the open market through the brokerage agent which is a third party independent of the Company and its connected person(s) as at the relevant transaction date. And therefore, the Company is unable to identify the market buyer(s) and whether such buyer(s) are connected person(s) of the Company. In the event that the Company becomes aware that any buyer of the On-market Disposal is a connected person of the Company, the Company will comply with the reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules as applicable.

Before the Disposals as at 15 October 2019, Viewforth held 25,984,000 C&D Shares (representing approximately 2.86% of the total issued share capital of C&D as at 15 October 2019).

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FINANCIAL IMPACT OF THE DISPOSALS AND INTENDED USE OF PROCEEDS

As at the date of this announcement, Viewforth holds 9,824,000 C&D Shares (representing approximately 0.83% of the total issued share capital of C&D).

Based on (i) the consideration for the Disposals and (ii) the related transaction costs, the Group has estimated that an unaudited gain before taxation of approximately HK$6 million and HK$10 million will be recorded in respect of the Disposals for the year ended 31 December 2019 and the year ending 31 December 2020 respectively. The expected gain derived from the Disposals is calculated based on the difference between the net consideration received and carrying values of the respective C&D Shares as at 31 December 2018 and 31 December 2019 respectively. The exact amount of the gain on the Disposals to be recorded in the consolidated financial statements of the Group for the year ended 31 December 2019 and the year ending 31 December 2020 is subject to audit but the Company does not expect there will be a material difference.

It is intended that the net proceeds of approximately HK$146,808,724 from the Disposals will be applied for (i) loan principal and interest repayment of the Group, (ii) operating/working capital, and (iii) other future investment opportunities.

REASONS FOR AND BENEFITS OF THE DISPOSALS

The Disposals provide a good opportunity for the Group to partially realize its interest in C&D. The Disposals also enable the Group to realize cash resources to fund its general working capital as well as other investment projects which will aim to further enhance the shareholder value of the Company.

The Directors are of the view that the Disposals will enhance the liquidity of the Company and consider that the terms of the Disposals are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

INFORMATION OF 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.

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INFORMATION OF C&D

According to publicly available information, C&D is a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Stock Exchange with stock code 1908. It is principally engaged in the real estate development, real estate industry chain investment services and investment in emerging industries in the PRC.

Set out below are the key figures extracted from the audited financial statements of C&D for the two financial years ended 31 December 2017 and 2018 and the unaudited financial statements of C&D for the six months ended 30 June 2019 published on the Stock Exchange:

For the financial year ended 31 December

2018 2017

(audited) (audited)

RMB'000 RMB'000

Profit before taxation	3,089,761	1,070,477
Profit after taxation	1,577,902	603,048
		As at 30 June
		2019
		(unaudited)
		RMB'000
Total assets		79,778,109
Net assets		10,564,083

INFORMATION OF THE S&P PURCHASER

The S&P Purchaser, being Mr. Lin Rongbo（林榮波）, is a PRC citizen.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Disposals exceeds 5% but is less than 25%, the Disposals on standalone basis constitute discloseable transaction of the Company under Chapter 14 of the Listing Rules.

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The Previous Disposals and the Disposals took place within a 12-month period, therefore the Previous Disposals and the Disposals shall be aggregated pursuant to Rule 14.22 of the Listing Rules. As the highest applicable percentage ratio (as defined in the Listing Rules) exceeds 5% but is less than 25% on aggregated basis, the Disposals when aggregated with the Previous Disposals still constitute discloseable transaction of the Company, and accordingly are 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.

DEFINITIONS

In this announcement, the following terms and expressions (unless the context otherwise requires) shall have the following respective meanings:

"Board"

"Company"

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

"connected person(s)"

"C&D"

has the meaning ascribed thereto under the Listing Rules

means C&D International Investment Group Limited 建發國際投 資集團有限公司, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Stock Exchange with stock code 1908

"C&D Share(s)"

"Director(s)"

"Disposals"

"Group"

"Hong Kong"

"HK$"

"Listing Rules"

means ordinary share(s) of HK$0.10 each in the share capital of C&D

means the director(s) of the Company

means the S&P Disposal and the On-market Disposal

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

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"On-market Disposal"

"PRC"

"Previous Disposals"

"RMB"

"Shareholder(s)"

"Stock Exchange"

"S&P"

"S&P Disposal"

"S&P Purchaser"

"Viewforth"

Hong Kong, 25 February 2020

has the meaning ascribed thereto under the section headed "DISPOSALS OF LISTED SECURITIES" in this announcement

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

means the on-market disposals of an aggregate of 13,351,000 C&D Shares in a series of transactions made by Viewforth between 26 February 2019 and 18 September 2019 at an aggregate consideration of approximately HK$118,452,810 (exclusive of transaction costs)

means Renminbi, the lawful currency of the PRC

means the shareholder(s) of the Company

means The Stock Exchange of Hong Kong Limited

means a sale and purchase agreement entered into between Viewforth and the S&P Purchaser on 6 November 2019 in relation to the sale and purchase of 5,000,000 C&D Shares at a consideration of HK$35,000,000

has the meaning ascribed thereto under the section headed "DISPOSALS OF LISTED SECURITIES" in this announcement

means Mr. Lin Rongbo（林榮波）, a PRC citizen

means Viewforth Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company

By order of the Board

Fullshare Holdings Limited

Ji Changqun

Chairman

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

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