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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other appropriate independent advisers. If you have sold or transferred all your shares in Fullshare Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. Fullshare Holdings Limited 豐盛控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 00607) MAJOR AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF APPROXIMATELY 72.19% OF THE ISSUED SHARE CAPITAL IN SHENZHEN ANKE HIGH-TECH COMPANY LIMITED Financial Adviser Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Independent Board Committee is set out on page 26 of this circular and a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 27 to 47 of this circular. A notice convening the extraordinary general meeting (the ‘‘EGM’’) of Fullshare Holdings Limited to be held at Unit 2526, Level 25, Admiralty Centre Tower 1, 18 Harcourt Road, Admiralty, Hong Kong on 14 April 2016 at 3:00 p.m. is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is also enclosed. Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the office of the branch share registrar of the Company in Hong Kong, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof in person should you so wish. 24 March 2016 CONTENTS Page Definitions ................................................................. 1 Letter from the Board ...................................................... 5 Letter from the Independent Board Committee ............................... 26 Letter from the Independent Financial Adviser ............................... 27 Appendix I – Financial Information of the Group ........................ I-1 Appendix II – Accountant’s Report on Shenzhen Anke High-Tech Company Limited ....................... II-1 Appendix III – Unaudited Pro Forma Financial Information of the Enlarged Group ...................... III-1 Appendix IV – Management Discussion and Analysis on Shenzhen Anke High-Tech Company Limited .......... IV-1 Appendix V – Valuation Report ......................................... V-1 Appendix VI – Letters on Forecast Underlying the Valuation on Shenzhen Anke High-Tech Company Limited ............. VI-1 Appendix VII – General Information ...................................... VII-1 Notice of Extraordinary General Meeting .................................... EGM-1 – i – DEFINITIONS In this circular, unless the context requires otherwise, the following expressions shall have the following meanings: ‘‘Anke Acquisition’’ the proposed acquisition of approximately 72.19% of the issued share capital in Anke High-Tech by the Purchaser from the Vendors pursuant to the terms and conditions of the Anke Share Transfer Agreement ‘‘Anke Announcement’’ the announcement of the Company dated 3 February 2016 in relation to the Anke Acquisition ‘‘Anke Completion’’ the completion of the Anke Acquisition ‘‘Anke Conditions’’ the conditions set out under the paragraph ‘‘Conditions precedent’’ under the section headed ‘‘The Anke Acquisition’’ of this circular ‘‘Anke Consideration’’ the total consideration of RMB 140,000,000 payable by the Purchaser in respect of the Anke Acquisition ‘‘Anke Group’’ Anke High-Tech together with its subsidiaries, namely Anke Software Technology and Anke Medical Investment, and branch offices ‘‘Anke High-Tech’’ Shenzhen Anke High-Tech Company Limited*（深圳安科 高技術股份有限公司）, a joint stock limited liability company incorporated under the laws of the PRC ‘‘Anke Medical Shenzhen Anke Medical Investment Company Limited* Investment’’ （深圳安科醫療投資有限公司）, a limited liability company incorporated under the laws of the PRC and a direct wholly-owned subsidiary of Anke High-Tech ‘‘Anke Share Transfer the sale and purchase agreement dated 3 February 2016 Agreement’’ made between the Purchaser and the Vendors, pursuant to which the Purchaser has conditionally agreed to buy and the Vendors have conditionally agreed to sell approximately 72.19% of the issued share capital in Anke High-Tech ‘‘Anke Software Shenzhen Anke Software Technology Company Limited* Technology’’ （深圳安科軟件技術有限公司）, a limited liability company incorporated under the laws of the PRC and a direct wholly-owned subsidiary of Anke High-Tech – 1 – DEFINITIONS ‘‘Anke Transaction collectively, the Anke Share Transfer Agreement and any Documents’’ other agreement or documents entered into between the parties in connection with the Anke Acquisition ‘‘Appraisal Value’’ the appraisal value of the Anke Group as at the valuation date, 31 December 2015, as stated in the valuation report to be issued by a professional valuer in Hong Kong ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Board’’ the board of Directors ‘‘Business Day(s)’’ day(s) on which banks in the PRC are generally open for normal banking business (not including Saturday, Sunday, banking holidays and public holidays) ‘‘Company’’ 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 under the stock code 607 ‘‘connected person(s)’’ hasthemeaningascribedtoitintheListingRules ‘‘Controlling Shareholders’’ the controlling shareholders of the Company, namely, Mr. Ji and Magnolia Wealth, and each a ‘‘Controlling Shareholder’’ ‘‘Director(s)’’ the director(s) of the Company ‘‘EGM’’ an extraordinary general meeting of the Company to be convened to consider and, if thought fit, to approve, among others, the Anke Share Transfer Agreement and the Anke Acquisition by the Independent Shareholders ‘‘Enlarged Group’’ the Group, as enlarged by the Anke Group ‘‘Financial Adviser’’ BaoQiao Partners Capital Limited, a licensed corporation to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollar, the lawful currency of Hong Kong – 2 – DEFINITIONS ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Independent Board Committee’’ an independent committee of the Board comprising all independent non-executive Directors established for the purpose of advising the Independent Shareholders on the Anke Acquisition ‘‘Independent Financial Adviser’’ TC Capital Asia Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the terms of the Anke Share Transfer Agreement and the transactions contemplated thereunder ‘‘Independent Shareholders’’ the Shareholders other than Mr. Ji and Mr. Shi, and their respective associates ‘‘Latest Practicable Date’’ 18 March 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ‘‘Magnolia Wealth’’ Magnolia Wealth International Limited, a company incorporated in the British Virgin Islands, the entire issued share capital of which is beneficially owned by Mr. Ji ‘‘Mr. Ji’’ Mr. Ji Changqun（季昌群） ‘‘Mr. Shi’’ Mr. Shi Zhiqiang（施智強） ‘‘Nanjing Fengshi Investment’’ Nanjing Fengshi Investment Management Company Limited*（南京豐實投資管理有限公司）, a limited liability company incorporated under the laws of the PRC ‘‘Nanjing Fullshare Assets Nanjing Fullshare Assets Management Co. Limited*（南京 Management’’ 豐盛資產管理有限公司）, a limited liability company incorporated under the laws of the PRC and an indirect wholly-owned subsidiary of the Company – 3 – DEFINITIONS ‘‘Nanjing Fullshare Holding’’ Nanjing Fullshare Industrial Holding Group Co. Limited* （ 南 京 豐 盛 產 業 控 股 集 團 有 限 公 司 ）, a company incorporated under the laws of the PRC ‘‘Nanjing Huading Asset Nanjing Huading Asset Management Centre (Limited Management’’ Partnership)*（ 南京華鼎資產管理中心（ 有限合夥））,a limited liability partnership incorporated under the laws of the PRC ‘‘PRC’’ the People’s Republic of China, which for the purpose of this circular, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan ‘‘Purchaser’’

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