Winfull : PROPOSED SHARE CONSOLIDATION

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 183)

R13.51A

PROPOSED SHARE CONSOLIDATION

PROPOSED SHARE CONSOLIDATION

The Board proposes that every ten (10) Existing Shares in the share capital of the Company be consolidated into one (1) Consolidated Share. As at the date of this announcement, there are 5,608,125,668 Existing Shares in issue which are fully paid or credited as fully paid. Assuming no further Shares will be issued from the date of this announcement up to the date of the EGM, upon the Share Consolidation becoming effective, there will be 560,812,566 Consolidated Shares in issue which are fully paid or credited as fully paid.

BOARD LOT SIZE

As at the date of this announcement, the Existing Shares are traded on the Stock Exchange in board lots of 8,000 Existing Shares. It is proposed that, subject to the Share Consolidation becoming effective, the board lot size for trading on the Stock Exchange be changed from 8,000 Existing Shares to 8,000 Consolidated Shares

Based on the closing price of HK$0.047 per Existing Share as quoted on the Stock Exchange as at the date of this announcement, the value of each board lot of 8,000 Consolidated Shares, assuming the Share Consolidation had already been effective, would be HK$3,760.

GENERAL

The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Share Consolidation. A circular containing, among other things, further detail of the proposed Share Consolidation and the notice convening the EGM is expected to be despatched to the Shareholders on or before 9 April 2021.

PROPOSED SHARE CONSOLIDATION

The Board proposes that every ten (10) Existing Shares in the issued and unissued share capital of the Company be consolidated into one (1) Consolidated Share.

Effects of the Share Consolidation

As at the date of this announcement, there are 5,608,125,668 Existing Shares in issue which are fully paid or credited as fully paid. Assuming no further Shares will be issued from the date of this announcement up to the date of the EGM, upon the Share Consolidation becoming effective, there will be 560,812,566 Consolidated Shares in issue which are fully paid or credited as fully paid.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders.

Conditions of the Share Consolidation

The implementation of the Share Consolidation is conditional upon:

(i) the passing of an ordinary resolution by the Shareholders at the EGM to approve the Share Consolidation; and

(ii) the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

The Share Consolidation is expected to become effective on 4 May 2021 subject to the fulfilment of the above conditions.

Listing Application

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Adjustments in relation to other securities of the Company

As at the date of this announcement, there are outstanding share options (the "Options") granted by the Company. The proposed Share Consolidation may cause adjustments to the exercise prices of the Options and the number of Consolidated Shares to be issued under the outstanding Options pursuant to the terms and conditions of the Options and under the terms and conditions of the share option scheme of the Company granting such Options. Further announcement will be made in respect of the said adjustments as and when appropriate.

Save as disclosed above, as at the date of this announcement, the Company has no other outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be.

BOARD LOT SIZE

As at the date of this announcement, the Existing Shares are traded on the Stock Exchange in board lots of 8,000 Existing Shares. It is proposed that, subject to and conditional upon the Share Consolidation becoming effective, the board lot size for trading on the Stock Exchange be changed from 8,000 Existing Shares to 8,000 Consolidated Shares.

Based on the closing price of HK$0.047 per Existing Share as quoted on the Stock Exchange as at the date of this announcement, the value of each board lot of 8,000 Consolidated Shares, assuming the Share Consolidation had already been effective, would be HK$3,760.

REASONS FOR THE SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT SIZE

The proposed Share Consolidation will reduce the total number of Shares currently in issue. As such, it is expected that the Share Consolidation will bring about a corresponding upward adjustment in the trading price of the Shares. The closing prices of the Existing Shares were below HK$0.1 in a number of trading days. Moreover, as the market value of each board lot upon the Share Consolidation becoming effective will be higher than the market value of each existing board lot, the transaction cost as a proportion of the market value of each board lot will be lower. Accordingly, the Board is of the view that the Share Consolidation is beneficial to the Company, the Shareholders and investors as a whole.

Save for the necessary professional expenses for the implementation of the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operation, management or financial position of the Company and the interests and rights of the Shareholders

The Board considers that the Share Consolidation is essential to achieve the above-mentioned purpose. Taking into account of the potential benefits and the insubstantial amount of costs to be incurred, the Board is of the view that the Share Consolidation and the Change in Board Lot Size are in the best interest of the Company and the Shareholders as a whole.

OTHER ARRANGEMENTS

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company will appoint a securities firm as an agent to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Details of the odd lot arrangement will be set out in the circular to be despatched to the Shareholders.

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

Exchange of certificates for Consolidated Shares

Subject to the Share Consolidation becoming effective, which is currently expected to be Tuesday, 4 May 2021, Shareholders may on or after Tuesday, 4 May 2021 and until Thursday, 10 June 2021 (both days inclusive), submit their existing share certificates in orange colour for the Existing Shares to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for exchange for share certificates in pink colour for the Consolidated Shares at the expense of the Company.

Shareholders should note that after the prescribed time for free exchange of share certificates, a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the share registrar for exchange of share certificates.

With effect from Thursday, 10 June 2021, trading will only be in Consolidated Shares which share certificates will be issued in pink colour. Existing share certificates in orange colour for the Existing Shares will cease to be valid for trading and settlement purpose, but will remain valid and effective as documents of title.

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation and the Change in Board Lot Size is set out below. The expected timetable is subject to the results of the EGM and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this announcement refer to Hong Kong local times and dates.

2021
Despatch date of circular with notice of the EGM	on or before
Friday, 9 April
Latest time for lodging transfers of shares in order to	4:30 p.m. on
qualify for attendance and voting at the EGM	Monday, 26 April
Register of members closes (both days inclusive)	Tuesday, 27 April to
Friday, 30 April
Record date for attendance and voting at the EGM	Friday, 30 April
Latest time for lodging forms of proxy for the EGM	3:00 p.m. on
Wednesday, 28 April
Date and time of the EGM	3:00 p.m. on
Friday, 30 April
Publication of the announcement of the results of the EGM	Friday, 30 April

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation as set out in this announcement.

Effective date of the Share Consolidation	Tuesday, 4 May
First day of free exchange of existing share certificates for	Tuesday, 4 May
new share certificates for Consolidated Shares
Dealing in the Consolidated Shares commences	9:00 a.m. on
Tuesday, 4 May
Original counter for trading in the Existing Shares in	9:00 a.m. on
board lots of 8,000 Existing Shares (in the form of	Tuesday, 4 May
existing share certificates) temporarily closes
Temporary counter for trading in the Consolidated	9:00 a.m. on
Shares in board lots of 800 Consolidated Shares	Tuesday, 4 May
(in the form of existing share certificates) opens
Original counter for trading in the Consolidated Shares	9:00 a.m. on
in board lots of 8,000 Consolidated Shares (in the form of	Tuesday, 18 May
new share certificates for the Consolidation Shares) re-opens
Parallel trading in the Consolidated Shares (in the form of	9:00 a.m. on
new share certificates for the Consolidated Shares and	Tuesday, 18 May
existing share certificates) commences
Designated broker starts to stand in the market to provide	9:00 a.m. on
matching services for odd lots of the Consolidated Shares	Tuesday, 18 May
Temporary counter for trading in the Consolidated Shares in	4:10 p.m. on
board lots of 800 Consolidated Shares (in the form of	Tuesday, 8 June
existing share certificates) closes
Parallel trading in the Consolidated Shares (in the form of	4:10 p.m. on
new share certificates for the Consolidation Shares and	Tuesday, 8 June
existing share certificates) ends
Designated broker ceases to stand in the market to provide	4:00 p.m. on
matching services for odd lots of the Consolidated Shares	Tuesday, 8 June
Last day for free exchange of existing share certificates for	Thursday, 10 June
new share certificates for the Consolidated Shares

GENERAL

The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Share Consolidation. A circular containing, among other things, further detail of the proposed Share Consolidation and the notice convening the EGM is expected to be despatched to the Shareholders on or before 9 April 2021.

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

"Board"	the board of Directors
"Business Day"	a day (other than a Saturday, Sunday and any day on
which a tropical cyclone warning no. 8 or above is hoisted,
"extreme condition" caused by super typhoons or on which
a "black" rainstorm warning is hoisted between 9:00 a.m.
and 5:00 p.m.) on which licensed banks are generally open
for business in Hong Kong throughout their normal business
hours
"CCASS"	the Central Clearing and Settlement System established and
operated by HKSCC
"Company"	Winfull Group Holdings Limited, an exempted company
incorporated in the Cayman Islands with limited liability and
the issued shares of which are listed on the Main Board of
the Stock Exchange
"Consolidated Share(s)"	ordinary share(s) of HK$0.10 each in the share capital of the
Company after the Share Consolidation becoming effective
"Director(s)"	director(s) of the Company
"EGM"	the extraordinary general meeting of the Company to be held
to consider the ordinary resolution to be proposed to approve
the Share Consolidation
"Existing Share(s)"	ordinary share(s) of HK$0.01 each in the existing share
capital of the Company before the Share Consolidation
becoming effective
"HKSCC"	Hong Kong Securities Clearing Company Limited
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC

"Listing Rules"	The Rules Governing the Listing of Securities on the Stock
Exchange
"PRC"	the People's Republic of China
"Share Consolidation"	the proposed consolidation of every ten (10) issued and
unissued Existing Shares in the share capital of the Company
into one (1) Consolidated Share in the share capital of the
Company
"Shareholder(s)"	holder(s) of the issued Shares
"Share(s)"	the Existing Share(s) or as the context may require, the
Consolidated Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
By the order of the Board of
Winfull Group Holdings Limited
Pong Wai San Wilson
Chairman
Hong Kong, 26 March 2021

As at the date of this announcement, the Company's executive directors are Mr. Pong Wilson Wai San and Mr. Lee Wing Yin, the Company's non-executive director is Mr. Lai Hin Wing, Henry and the Company's independent non-executive directors are Mr. Koo Fook Sun, Louis,

Ms. Yeung Wing Yan, Wendy and Mr. Lung Hung Cheuk respectively.