Fullshare Holdings Limited 豐盛控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 00607)

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’’ Nanjing Fullshare Assets Management or its subsidiary, both of which are indirect wholly-owned subsidiaries of the Company

‘‘RMB’’ Renminbi, the lawful currency of the PRC

‘‘SFO’’ the Securities and Future Ordinance, Chapter 571 of the laws of Hong Kong

‘‘Share(s)’’ share(s) of HK$0.01 each in the share capital of the Company

‘‘Shareholder(s)’’ holder(s)oftheShare(s)

‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

‘‘Vendors’’ collectively, Nanjing Fullshare Holding and Mr. Ji, and each a ‘‘Vendor’’

‘‘Xinmeng Asset’’ Nanjing Xinmeng Asset Management Limited *（南京新盟資產管理有限公司）, a company incorporated under the laws of the PRC, in which, Mr. Ji and Mr. Shi directly holds approximately 99.9% and directly holds approximately 0.1% equity interest, respectively

‘‘%’’ per cent.

For the purpose of the circular, unless the context otherwise requires, conversion of Renminbi into Hong Kong dollars is based on the approximate exchange rate of RMB0.84 to HK$1. Such exchange rate is for the purpose of illustration only and does not constitute a representation that any amounts in Hong Kong dollars or RMB have been, could have been or may be converted at such or any other rate or at all.

* In this circular, the English translation of certain Chinese names, entities and addresses is included for information purpose only and should not be regarded as official English translation of such Chinese names, entities and addresses.

– 4 – LETTER FROM THE BOARD

Fullshare Holdings Limited 豐盛控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 00607)

Executive Directors: Registered Office: Mr. Ji Changqun (Chairman) Cricket Square Mr. Shi Zhiqiang Hutchins Drive Mr. Wang Bo P.O. Box 2681 Mr. Fang Jian GrandCaymanKY1-1111 Cayman Islands Non-executive Directors: Mr. Eddie Hurip Principal place of business Mr. Chen Minrui in Hong Kong: Unit 2526, Level 25 Independent non-executive Directors: Tower One, Admiralty Centre Mr. Lau Chi Keung 18 Harcourt Road, Admiralty Mr. Chow Siu Lui Hong Kong Mr. Tsang Sai Chung

24 March 2016

To the Shareholders

Dear Sir or Madam,

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

INTRODUCTION

Reference is made to the announcement of the Company dated 3 February 2016 in relation to the Anke Share Transfer Agreement entered into between the Purchaser and the Vendors, pursuant to which, the Purchaser conditionally agreed to buy, and the Vendors conditionally agreed to sell in total approximately 72.19% of the issued share capital in Anke High-Tech, at an aggregate cash consideration of RMB140,000,000 in accordance with the terms and conditions thereto.

– 5 – LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other information, (i) further details of the Anke Acquisition; (ii) the recommendations of the Independent Board Committee to the Independent Shareholders; (iii) the letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders; and (iv) the notice of the EGM and other information in accordance with the requirements of the Listing Rules.

THE ANKE ACQUISITION

The principal terms of the Anke Share Transfer Agreement are as follows:

Date

3 February 2016 (after trading hours)

Parties

Purchaser: The Purchaser, an indirect wholly-owned subsidiary of the Company

Vendors: (1) Nanjing Fullshare Holding, a company incorporated in the PRC, which is owned as to approximately 43.45% by Xinmeng Asset, 36.33% by Mr. Ji, 12.14% by Mr. Ji Jinzhong and 8.08% by Mr. Shi, and a connected person

(2) Mr. Ji, a Controlling Shareholder, an executive Director and a connected person

Assets to be acquired

Pursuant to the Anke Share Transfer Agreement, (i) the Purchaser conditionally agreed to buy, and (ii) Nanjing Fullshare Holding and Mr. Ji conditionally agreed to sell their interests of approximately 69.23% and 2.96% of the issued share capital in Anke High-Tech, respectively.

Consideration

The Anke Consideration payable by the Purchaser to the Vendors in total is RMB140,000,000, of which RMB134,260,000 is payable to Nanjing Fullshare Holding and RMB5,740,000 is payable to Mr. Ji.

– 6 – LETTER FROM THE BOARD

The Anke Consideration is payable in two installments in the following manners:

(1) RMB14,000,000 (the ‘‘First Installment’’), being 10% of the Anke Consideration, will be payable within 20 Business Days after all the First Installment Conditions (as defined below) have been fulfilled or waived (as the case may be), of which:

(i) RMB13,426,000 will be payable to Nanjing Fullshare Holding; and

(ii) RMB574,000 will be payable to Mr. Ji; and

(2) RMB126,000,000 (the ‘‘Second Installment’’), being the remaining Anke Consideration, will be payable within 10 Business Days after (a) all the Second Installment Conditions (as defined below) have been fulfilled or waived (as the case may be) and (b) the Anke Completion, of which:

(i) RMB120,834,000 will be payable to Nanjing Fullshare Holding, and

(ii) RMB5,166,000 will be payable to Mr. Ji.

Subject to agreement between the parties, the date for the payment of the Second Installment may be deferred to a date falling no later than the 120th Business Days from the later date of (i) the fulfillment of the Anke Conditions or (ii) the Anke Completion Date.

The Anke Consideration comprising the First Installment and the Second Installment are outstanding as at the Latest Practicable Date.

The Directors (including independent non-executive Directors after taking into account the opinion and advice from the Independent Financial Adviser) are of the view that the Anke Consideration is fair and reasonable and in the interest of the Company and the Shareholders as a whole.

The Group is expected to settle the Anke Consideration by cash from its internal resources. Taking into account the Group’s cash and bank balance of approximately RMB806 million as at the Latest Practicable Date, the Directors considered that no external borrowings or fund-raising is required to finance the Anke Consideration. The Company will publish further announcement if there are any changes to the source of funding for the Anke Consideration.

– 7 – LETTER FROM THE BOARD

Basis of determining the Consideration

The Anke Consideration was determined after arm’s length negotiations between the Purchaser and the Vendors after taking into consideration by the Directors of various factors, including but not limited to, (i) the Appraisal Value of Anke High-Tech as at 31 December 2015, being the relevant valuation date, of not less than RMB194,000,000; (ii) the factors stated in the section headed ‘‘Reasons for and Benefits of the Anke Acquisition’’; and (iii) the current financial position of the Anke Group. The Anke Consideration of RMB140,000,000 represented the approximate Appraisal Value in proportion to the 72.19% of the issued share capital in Anke High-Tech.

Based on the valuation report (‘‘Valuation Report’’) issued by AVISTA Valuation Advisory Limited (‘‘AVISTA’’), an independent valuer, as contained in Appendix V to this circular, the Appraisal Value of the entire issued share capital of Anke High-Tech was RMB197,700,000 as at 31 December 2015 (the ‘‘Valuation Date’’) and 72.19% of the corresponding appraisal value is RMB142,719,630.

Valuation methodology and assumptions

The business valuation of the Anke Group prepared by AVISTA, for which the income approach has been used, constitutes a profit forecast for the purpose of Rule 14.61 of the Listing Rules, and accordingly, the requirements under Rule 14.62 of the Listing Rules are applicable to the Anke Acquisition.

The Valuation Report has been reviewed by the Board to assist the determination of the Anke Consideration. The Directors (including the independent non-executive Directors after taking into account the advice of the Independent Financial Adviser) are of the view that such business valuation of the entire issued share capital of Anke High-Tech has been prepared after due and careful enquiry.

As required under Rule 14.62(1) of the Listing Rules, details of the principal assumptions upon which the Valuation Report is based are set out below:

1. There will be no major changes in the existing political, legal, fiscal and economic conditions in China;

2. There will be no major changes in the current taxation law in China, that the rates of tax payable remain unchanged and that all applicable laws and regulations will be complied with;

3. Exchange rates and interest rates will not differ materially from those presently prevailing;

4. The financial projection of the Anke Group has been prepared on a reasonable basis, reflecting estimates (i.e. assumptions and parameters adopted in the financial projection of the Anke Group) which have been arrived at after due and careful consideration by the management of the Company and the Anke Group;

– 8 – LETTER FROM THE BOARD

5. The availability of finance will not be a constraint on the forecast growth of the Anke Group’s operation in accordance with the financial projection of the Anke Group;

6. The Anke Group will retain and have competent management, key personnel, and technical staff to support their ongoing operation; and

7. Industry trends and market conditions for related industries will not deviate significantly from economic forecasts including but not limit to market relative factors adopted in the discount rate.

The Company has engaged the reporting accountant of the Anke Group, SHINEWING (HK) CPA Limited (‘‘Shinewing’’), to review the arithmetical calculations of the discounted future estimated cash flows upon which the business valuation in respect of the appraisal of the fair value of the entire equity interest in the Anke Group as at the Valuation Date is based. The Financial Adviser has discussed the profit forecast with the Company. The letter from Shinewing and the letter from the Financial Adviser for the purpose of Rule 14.62 of the Listing Rules are included in this circular to be despatched to the Shareholders.

The Directors (including the independent non-executive Directors after taking into account the advice of the Independent Financial Adviser) consider that the valuation of the Anke Group as at the Valuation Date is fair and reasonable.

Conditions precedent

The payment of the First Installment is conditional upon the fulfillment and/or wavier (as the case may be) of, among others, the following conditions to the First Installment (the ‘‘First Installment Conditions’’):

(1) the Purchaser being satisfied with the results of the due diligence review on, among others, the financial and legal aspects of the Anke Group and their businesses and there has been no changes to such findings which is unacceptable to the Purchaser prior to the date of payment of the First Installment;

(2) the Purchaser having received a legal opinion, which is satisfactory to the Purchaser in all respects, issued by the Purchaser’s PRC legal advisers in relation to (i) the due establishment and valid existance of each of the members of the Anke Group; (ii) the compliance of the business operations of the Anke Group with the relevant PRC laws and regulations; and (iii) the compliance with the Catalogue for the Guidance of Foreign Investment Industries (amended in 2015) （外商投資產業指導目錄（2015年修訂）as a result of the Anke Acquisition;

– 9 – LETTER FROM THE BOARD

(3) the Purchaser having obtained all approvals required under the relevant laws and regulations, all necessary powers and authorities (where applicable) and all necessary consents from third parties (where applicable), which are required for the Anke Share Transfer Agreement, the Anke Acquisition and other transactions contemplated under the Anke Share Transfer Agreement;

(4) the Purchaser having obtained a valuation report confirming the Appraisal Value at not less than RMB194,000,000 as at 31 December 2015;

(5) theCompanyhavingcompliedwiththerequirementsoftheListingRulesandthe Stock Exchange (including but not limited to publishing the relevant announcement and/or circular (if necessary) and having obtained the Independent Shareholders’ approval (if necessary) in relation to the Anke Share Transfer Agreement, the Anke Acquisition and other transactions contemplated under the Anke Share Transfer Agreement);

(6) in the absolute opinion of the Purchaser, there has been no material adverse change in relation to the Anke Group or their businesses;

(7) the Vendors’ representations and warranties contained in the Anke Share Transfer Agreement and the Anke Transaction Documents having remained true, accurate and not misleading as at the date of payment of the First Installment;

(8) the Vendors having obtained and provided to the Purchaser a declaration from each of Nanjing Fengshi Investment and Nanjing Huading Asset Management, pursuant to which, they consent to the Anke Acquisition and waive all preferential rights including right of pre-emption and right of first refusal in relation to Anke High-Tech; and

(9) the Purchaser, Nanjing Fengshi Investment and Nanjing Huading Asset Management having signed the amended articles of association of Anke High- Tech on the signing date of the Anke Share Transfer Agreement.

The payment of the Second Installment is conditional upon the fulfillment and/or waiver (as the case may be) of, among others, the following conditions to the Second Installment (the ‘‘Second Installment Conditions’’):

(1) in the absolute opinion of the Purchaser, there has been no material adverse change in relation to the Anke Group or their businesses;

(2) the Vendors’ representations and warranties contained in the Anke Share Transfer Agreement and the Anke Transaction Documents having remained true, accurate and not misleading as at the date of payment of the Second Installment; and

– 10 – LETTER FROM THE BOARD

(3) there having been no restriction, prohibition, injunction, invalidation or otherwise by any government authorities, which prevent (or seek to prevent) the Anke Acquisition, the transactions contemplated under the Anke Share Transfer Agreement and the future operations of the Anke Group as at the date of payment of the Second Installment.

The Purchaser may by written notice to the Vendors waive, in whole or in part and conditionally or unconditionally, the First Installment Conditions numbered (1), (2), (4), (6), and (7) and the Second Installment Conditions numbered (1) and (2).

As at the Latest Practicable Date, save for the First Installment Conditions set out under paragraph (8), all of the remaining First Installment Conditions and the Second Installment Conditions are outstanding.

Indemnity

Mr. Ji have agreed to fully indemnify the Purchaser against all losses, damages, costs and expenses suffered by the Purchaser together with reimbursement of all reasonable legal costs incurred by the Purchaser in connection with the historical transfer of approximately 2.14% shares (the ‘‘Historical Transfer of Shares’’) of Anke High-Tech from its previous shareholder, Shenzhen Chuangxin Technology Investment Company Limited*（深圳市創新科技投資有限公司） (formerly known as 深圳市創新投資集團有限公司）, a state-owned enterprise company, to Mr. Ji on 8 March 2012. On 15 March 2012, the Shenzhen Municipal People’s Government State-owned Assets Supervision and Administration Commission*（深圳市人民政府國有資產監督管理委員會）approved the Historical Transfer of shares and required the parties to conduct asset evaluation. The Historical Transfer of Shares completed on 16 March 2012. According to the findings in the legal due diligence, since no record of the asset evaluation report has been provided to the Purchaser, there was no assurance that the Historical Transfer of Shares had complied with the relevant requirements. As such, Mr. Ji have agreed to fully indemnify the Purchaser in the event that the Historical Transfer of Shares was revoked under the PRC laws and regulations.

In addition, the Vendors have jointly and severally agreed to fully indemnify the Purchaser against all losses, damages, costs and expenses suffered by the Purchaser together with reimbursement of all reasonable legal costs incurred by the Purchaser, as a result of, among others, the outstanding litigation in connection with a claim (the ‘‘Claim’’) filed by Mei County Hospital of Traditional Chinese Medicine*（眉縣中醫院）as plaintiff (the ‘‘Plaintiff’’) against Anke High-Tech as defendant. The Claim resulted from a default in payment for the nuclear magnetic resonance imaging (‘‘NMRI’’) system by a supplier of the Plaintiff (the ‘‘Supplier’’). The Supplier purchased the NMRI system from Anke High-Tech and subsequently entered into a tripartite agreement and some other documents with a leasing company (the ‘‘Leasing Company’’) and the Plaintiff, pursuant to which, the Leasing Company granted a loan to the Supplier for the payment of the purchase price of

– 11 – LETTER FROM THE BOARD the NMRI system due to Anke High-Tech and the Plaintiff would pay the rental fees to the Leasing Company. The Supplier subsequently defaulted in the payment of the purchase price of the NMRI system due to Anke High-Tech but the NMRI system had been delivered to the Supplier, who had subsequently leased the same to the Plaintiff. As such, Anke High-Tech encrypted the NMRI system. The Plaintiff then made a direct payment of RMB370,000 to Anke High-Tech to restore the NMRI system and subsequently filed the Claim against Anke High-Tech for the payment of RMB370,000 together with monetary compensation claim of approximately RMB1,000,000. In November 2015, the Court of First Instance of the PRC ruled that, among others, Anke High-Tech should refund the RMB370,000 to the Plaintiff but dismissed the monetary compensation claimandAnkeHigh-Techhadfiledanappealin December 2015. The case is undergoing the appeal procedures and the settlement date is uncertain.

Anke Completion

Subject to (a) the fulfillment and/or waiver of the First Installment Conditions and the Second Installment Conditions and (b) Anke High-Tech completing the registration procedure for share transfer with the competent registration authorities within 10 Business Days after the payment of the First Installment, the Anke Completion shall take place.

Upon the Anke Completion, the Company will own approximately 72.19% in Anke High-Tech and each of Anke High-Tech, Anke Software Technology and Anke Medical Investment will become a subsidiary of the Company, and the financial results, assets and liabilities of the Anke Group will be consolidated into the accounts of the Group.

The Company has considered acquiring the remaining 8.56% of the issued share capital in Anke High-Tech from Nanjing Huading Assets Management (the ‘‘Potential Acquisition’’), a limited partnership owned as to 43.48% by a wholly-owned subsidiary of Xinmeng Assets (which inturn owned as to 99.9% by Mr. Ji and 0.01% by Mr Shi) and 56.52 % by a number of Independent Third Parties as at the Latest Practicable Date, but no agreement could be reached between the Company and majority shareholders of Nanjing Huading Asset Management.

As at the Latest Practicable Date, the Potential Acquisition is still under progress. The Potential Acquisition, if materialised, may constitute connected and notifiable transactions of the Company under the Listing Rules. The Company will make further announcement(s) in relation to the Potential Acquisition as and when appropriate and comply with all other relevant requirements under the Listing Rules.

Save for the Potential Acquisition, no continuing or one-off connected transaction is expected to arise in connection with the Anke Acquisition upon the Anke Completion.

– 12 – The following chart illustrates the simplified shareholding structure of the Anke Group as at the Latest Practicable Date:

Mr. Ji Changqun Mr. Shi Zhiqiang Mr. Ji Jinzhong （季昌群）（施智強）（紀金忠）

99.9% 0.1%

100%

Magnolia Wealth Xinmeng Asset

43.48% 64.76% 36.33% 43.45% 8.08% 12.14% (indirectly) ETRFO H BOARD THE FROM LETTER

Nanjing Huading Asset Management The Company Nanjing Fullshare Holding Individual Shareholders Centre (Limited Partnership)* （南京華鼎資產管理中心）

100% 100% 8.56% (indirectly)

Nanjing Fengshi Investment The Purchaser Management Company Limited* （南京豐實投資管理有限公司） –

13 2.96% 69.23% 19.25% –

Anke Hi-Tech

100% 100%

Anke Software Technology Anke Medical Investment The following chart illustrates the simplified shareholding structure of the Anke Group immediately after the Anke Completion:

Mr. Ji Changqun Mr. Shi Zhiqiang Mr. Ji Jinzhong （季昌群）（施智強）（紀金忠）

99.9% 0.1%

100%

Magnolia Wealth Xinmeng Asset ETRFO H BOARD THE FROM LETTER 43.48% 64.76% 36.33% 43.45% 8.08% 12.14% (indirectly)

Nanjing Huading Asset Management The Company Nanjing Fullshare Holding Individual Shareholders Centre (Limited Partnership)* （南京華鼎資產管理中心）

100% 100% 8.56% (indirectly)

Nanjing Fengshi Investment – The Purchaser Management Company Limited*

14 （南京豐實投資管理有限公司）

– 72.19% 19.25%

Anke Hi-Tech

100%

Anke Software Technology Anke Medical Investment LETTER FROM THE BOARD

Termination

In the event of, among others, any material breach of the representations, warranties and undertakings by either party under the Anke Share Transfer Agreement, which is not remedied within 20 Business Days of the written notice given by the non-defaulting party to the defaulting party, the non-defaulting party shall have the right to (a) terminate the Anke Share Transfer Agreement and the Anke Transaction Documents; and (b) request the defaulting party to compensate in full the losses suffered in connection with such breach.

In addition, the Purchaser shall have the right to terminate the Anke Share Transfer Agreement in the event of the following events:

(1) the Anke Conditions have not been fulfilled or waived (as the case may be) for any reason within one month after the signing of the Anke Share Transfer Agreement;

(2) (i) the registration of the Anke Acquisition at the Shenzhen State Administration for Industry and Commerce in the PRC and (ii) the issuance of the updated register of members of non-listed company by the Shenzhen United Property and Share Rights Exchange have not been completed for any reason (except for the Purchaser’s cause or force majeure) within two months after the signing of the Anke Equity Transfer Agreement; or

(3) the Anke Completion has not taken place within two months after the registration of the Anke Acquisition at Shenzhen State Administration for Industry and Commerce in the PRC.

INFORMATION ON THE PARTIES

The Company and the Group

The principal business activity of the Company is investment holding. The Group is principally engaged in property development, provision of green building services and investment.

The Purchaser

The Purchaser is a limited liability company incorporated under the laws of the PRC, and an indirect wholly-owned subsidiary of the Company, which is solely engaged in investment holding in the PRC.

– 15 – LETTER FROM THE BOARD

The Vendors

Nanjing Fullshare Holding is a limited liability company incorporated under the laws of the PRC and is principally engaged in the businesses of construction and consultation services, real estate development and manufacturing of large medical devices. As at the Latest Practicable Date, Nanjing Fullshare Holding is owned as to approximately (i) 43.45% by Xinmeng Asset, which is owned as to 99.9% by Mr. Ji and 0.1% by Mr. Shi; (ii) 36.33% by Mr. Ji; (iii) 12.14% by Mr. Ji Jinzhong; and (iv) 8.08% by Mr. Shi. Accordingly, Nanjing Fullshare Holding is a connected person of the Company under the Listing Rules.

Mr. Ji is the Chairman of the Board, the Chief Executive Officer, an executive Director of the Company and a Controlling Shareholder who is interested in approximately 64.76% of the issued share capital of the Company as at the Latest Practicable Date. As at the Latest Practicable Date, Mr. Ji is also (i) directly and indirectly interested in approximately 79.74% equity interest in Nanjing Fullshare Holding; (ii) indirectly interested in approximately 43.44% equity interest in Nanjing Huading Asset Management, which is an existing shareholder of Anke High-Tech; and (iii) directly interested in approximately 2.96% of the issued share capital in Anke High-Tech. Mr. Ji is also the chairman of Anke High-Tech. Accordingly, Mr. Ji is a connected person of the Company under the Listing Rules.

As advised by Nanjing Fullshare Holding and Mr. Ji, the original acquisition costs for 69.23%, and 2.96% of the issued share capital of Anke High-Tech were RMB95,227,100 and RMB7,800,000, respectively.

INFORMATION ON THE ANKE GROUP

TheAnkeGroup

Anke High-Tech is a joint stock limited liability company incorporated under the laws of the PRC, which is principally engaged in the manufacture and sale of medical equipment and machineries and provision of related technical services. Anke High-Tech focuses on research and development and it develops and manufactures products including magnetic resonance imaging, computed tomography, picture archiving and communications system, mammography system and ultrasound, etc. The major customers of Anke High-Tech are public and privately-owned hospitals and medical centres covering provinces and municipalities across China. Anke High-Tech also exports its products to overseas markets including Middle East, Africa and Russia, etc. Anke High-Tech has established three branch offices in Nanjing, Shenzhen, and Chengdu, the PRC. Anke High-Tech is owned as to (i) 69.23% by Nanjing Fullshare Holding, which is an associate of Mr. Ji; (ii) 19.25% by Nanjing Fengshi Investment Management, which is an Independent Third Party; (iii) 8.56% by Nanjing Huading Asset Management, which is an associate of Mr. Ji; and (iv) 2.96% by Mr. Ji.

– 16 – LETTER FROM THE BOARD

As at the Latest Practicable Date, Anke High-Tech directly holds 100% equity interest in each of Anke Software Technology and Anke Medical Investment. Anke Software Technology is a limited liability company incorporated in the PRC with limited liability which is principally engaged in software development for the operation of medical devices manufactured by Anke High-Tech. Anke Medical Investment is a limited liability company incorporated in the PRC which is currently inactive.

Anke High-Tech previously owned 70% equity interest in Shenzhen City Anke Hospital System Engineering Service Company Limited*（深圳市安科醫院系統工程服務有限公司）(‘‘Anke Hospital’’) and the entire equity interest in Nanjing Anke Nanjing Anke Medical Equipment Co., Ltd.*（南京安科醫療設備有限公司）(‘‘Nanjing Anke’’), both are limited liability companies incorporated in the PRC.

On 18 December 2012, Anke High-Tech disposed of its 70% equity interest in Anke Hospital at a consideration of RMB1 to Jiangsu Anke Medical System Engineering Company Limited*（江蘇安科醫療系統工程有限公司）(‘‘Jiangsu Anke’’) due to the poor financial performance of Anke Hospital. Mr. Ji is the controlling shareholder of Jiangsu Anke. The transaction was completed on the same date.

In November 2014, Anke High-Tech disposed of its entire equity interest in Nanjing Anke at a consideration of approximately RMB30,024,000 to Fullshare Technology Group Limited*（豐盛科技集團有限公司）(‘‘Fullshare Technology’’) in order to redirect its resources to strengthen the Anke Group’s research and development capacity and optimize the existing manufacturing facilities in Shenzhen. The transaction was completed on 23 December 2014. Mr. Ji is the controlling shareholder of Fullshare Technology.

Financial Information of the Anke Group

The financial information, which is extracted from the audited consolidated financial statements of the Anke Group prepared in accordance with Hong Kong Financial Reporting Standards, for the two years ended 31 December 2013 and 2014 and the nine months ended 30 September 2015 is set out below:

Nine months ended Year ended 31 December 30 September 2013 2014 2015 RMB’000 RMB’000 RMB’000 (audited) (audited) (audited)

Net profits before taxation 3,334 10,889 20,602 Net profits after taxation 2,021 8,245 16,940

– 17 – LETTER FROM THE BOARD

As at As at 31 December 30 September 2013 2014 2015 RMB’000 RMB’000 RMB’000 (audited) (audited) (audited)

Net assets 114,057 146,623 163,563

The unaudited profit before tax and profit after tax of the Anke Group for the year ended 31 December 2015 are RMB47,741,000 and RMB42,640,000 respectively and the unaudited total assets and net assets as at 31 December 2015 are RMB504,572,000 and RMB189,264,000 respectively. The unaudited financial information is prepared in accordance with Hong Kong Financial Reporting Standards.

Save for the outstanding litigation involving a monetary claim of approximately RMB370,000 as detailed in the paragraph headed ‘‘The Anke Acquisition – Indemnity’’,which had been fully indemnified by the Vendors on a joint and several basis. According to the financial information of the Anke Group provided by the Vendors, as at the Latest Practicable Date, the Anke Group has no contingent liabilities that will materially and adversely affect the financial conditions of the Anke Group.

The Anke Group has no capital commitment as at the Latest Practicable Date and currently has no plan for material capital expenditures and investments for the three financial years ending 31 December 2016, 2017 and 2018, except for the Anke Group’s regular annual capital expenditures, including purchase of equipment and machineries and capitalized development costs, required to maintain its growth in sales. The Directors believe that the Anke Group has adequate working capital and banking facilities to meet the funding requirement for its future business development and such regular annual capital expenditures will not materially and adversely affect the financial conditions of the Anke Group.

Details of the Director’s Experience in Medical Device and Related Business

Mr. Ji was appointed as the chairman of the board of directors of Anke High-Tech in 2007. Mr. Ji oversees the corporate strategic development and direction of Anke High-Tech and has extensive of experiences in medical device and healthcare related business. Mr. Ji is the honorary chairman of the board of directors of Nanjing University of Chinese Medicine and the guest professor of Nanjing University of Chinese Medicine, the dean of Fullshare Health Institute（豐盛健康學院）. Mr. Ji was awarded as the Most Influential Brand Character in the Health Industry in 2013（二零一三年健康產業最具影響力品牌人物）.

– 18 – LETTER FROM THE BOARD

The Directors consider that, despite the medical device business is new to the Group, the Group can leverage on (i) the experience of Mr. Ji in the medical device business; and (ii) the continuing support of the experienced existing management team of the Anke Group to ensure efficient operation of the Anke Group’s business.

In addition, the Directors are planning to strengthen the management team of the Group by increasing the numbers of healthcare professionals to assist the Directors in managing the Anke Group’s business. Subject to the actual growth and business needs of the Group in the future, the Group currently plans to strengthen the management team of the Group with the addition of management expertises in the healthcare industry and to expand the management team by approximately 10-15% in the financial year ending 31 December 2016. The Group is currently in the process of identifying suitably qualified candidates in the PRC.

REASONS FOR AND BENEFITS OF THE ANKE ACQUISITION

The Group is principally engaged in property development, provision of green building services and investment. As disclosed in the annual report of the Company for the year ended 31 December 2014, while maintaining the momentum in its property business, the Group facilitated diversification actively by expanding its business into the provision of green building services and exploring new business opportunities in the fast-growing healthcare industry so as to achieve a higher and faster development.

The healthcare industry enjoys favourable support by the industry policies of the PRC government and therefore, the Group has been exploring suitable businesses and acquisition opportunities within the industry, including but not limited to (i) a project in respect of the Chinese medicine distribution in the PRC; and (ii) a project in respect of production and distribution of Chinese medicine and operation of Chinese clinics in the PRC and Hong Kong. The counterparties of both projects are Independent Third Parties, which, after having conducted preliminary due diligence works, the Board concluded that such projects had unjustifiable investment risk to the Group as these projects are in early development stage. After these explorations, investigations and consideration, the Directors found that these emerging business opportunities induced excessive execution and commercialisation risk and contained an unpredictable future revenue stream.

The Company and the Vendors commenced the discussion on the feasibility of the investment in the Anke Group in October 2015. After having conducted due diligence work, the Board considered the Anke Group has stable business model and a 30-year proven track record in manufacturing and sales of medical devices since its establishment in 1986, the Company then negotiated with the Vendors on the possible acquisition of the Anke Group. The Anke Acquisition was approved by the Board on 3 February 2016 and both Mr. Ji and Mr. Shi had abstained from voting on the relevant Board resolutions of the Company in relation to the Anke Acquisition.

– 19 – LETTER FROM THE BOARD

The Anke Acquisition signifies the furtherance of the Group’s initiative into the healthcare sector in the PRC and presents a good opportunity for the Group’s long-term development. In considering the potential acquisition of the Anke Group, the Board has considered the following factors:

(1) Established business platform for future growth

The Anke Group is a medical device group in the PRC focusing on the research and development, manufacturing and sales of medical devices across four fields, which include medical imaging, medical informatics, medical electronics and medical therapeutics, and the principal categories of its medical products include magnetic resonance imaging, computed tomography, picture archiving and communication system, mammography system and ultrasound, etc. Anke High-Tech was established in 1986 as a sino-foreign joint venture company co-invested by Chinese Academy of Sciences（中國科學院）and Analogic Corporation, a medical device company listed on NASDAQ. Anke High-Tech is a key enterprise and a pioneer as one of the first domestic enterprises engaged in China’s medical device industry and recognised as a High and New Technology Enterprises by Shenzhen Municipal Science and Technology Innovation Council（深圳市科技創新委員會）and Finance Commission of Shenzhen Municipality（深圳市財政委員會）. In addition, Anke High-Tech was awarded as the Key High and New Technology Enterprise under the 2014 National Torch Program（國家火炬計劃項目）by Torch High Technology Industry Development Centre, Ministry of Science and Technology（科學技術部火炬高技術產業開發中心）.

As at the Latest Practicable Date, Anke High-Tech held 31 medical device registration certificates registered under the CFDA (China Food and Drug Administration) for the production of medical devices which cover products of medical imaging, medical informatics and electronics, etc.. In addition, Anke High-Tech has proactively engaging in innovative product design, product upgrade and software development. As at the Latest Practicable Date, Anke High-Tech possessed a total of 81 patents, of which 19 are self-invented patents, as well as 54 computer software copyright registration certificates.

The Anke Group has a successful track record in executing its business strategy and a stable business operational model. The Anke Group is a state-level high and new technology enterprise and has strong research and development and production capabilities. The Anke Group’s manufacturing facility is located in Shenzhen, the PRC with an aggregate gross floor area of approximately 8,054 square meters. Upon receiving orders from its customers, the manufacturing department of the Anke Group works closely with the research and development team to assemble the products in accordance with products specifications and customers’ requirements. The manufacturing process is closely monitored by the Anke Group’s quality control department to ensure products quality and timely delivery of finished goods. In addition, the Anke Group focuses on its research and development of medical imaging, medical informatics and electronic products at the manufacturing facility. As at the Latest Practicable Date, the Anke Group’s research and development team consisted of 91 members. As a reflection of the efforts of the

– 20 – LETTER FROM THE BOARD research and development team, the Anke Group has been able to continuously develop and launch new products. In the past three years, the Anke Group has commercially launched 6 medical device products.

Most of the Anke Group’s products are sold in China and some are exported to overseas. The end customers of the medical devices are hospital and medical centers, which cover a wide geographical area. Currently, the Anke Group sells its products through third party distributors in China and overseas as well as its own sales and marketing team. It is a common practice in the industry to sell products through a network of distributors due to their geographical proximity to the end customers. As at the Latest Practicable Date, the Anke Group had established relationship with approximately 62 distributors in China and overseas. The Anke Group entered into sales contracts amounting to approximately RMB115 million through the distributors and its own sales team as at the Latest Practicable Date and is expected to deliver the products in the next 30 to 60 days. Such sales will be recognized by the Anke Group for the financial year ending 31 December 2016 in accordance with the accounting policies of the Anke Group. The expected sales of the Anke Group in 2016 and 2017 are RMB449,799,000 and RMB516,612,000 respectively. Through the cooperation with distributors, the Anke Group is able to take advantage of their sales network to strengthen its marketing ability and expand its market shares of its products. In addition, the integration of the sales and trading platforms of the Anke Group’s branch offices in various PRC cities further broaden its market penetration. Currently, its sales and distribution network covers numerous hospitals and medical centres in provinces and municiplaities across China. None of the major customers of the Anke Group is a connected person of the Group (including the Anke Group after Completion).

Upon Completion, the Anke Group will continue its dedication to the development of quality medical devices, and to conduct optimisation and modification of existing products. The Anke Group will invest more resources in research and development so as to build a more comprehensive and advanced product series to attract higher profit margin and expand the brand influence of the Anke Group. In addition, the Anke Group plans to deepen and broaden its market coverage and penetration by strengthening its cooperation with distributors as well as its sales force recruiting and training. The Anke Group will further explore the overseas markets. The Anke Group has prepared for the registration of its products (mainly, CT and MRI products) in overseas markets in recent years, and it had successfully completed the registration of some of its products with the local health regulatory authorities in Russia and some countries of Middle East and South America, with a view to distribute its products in a much wider overseas markets.

By virtue of the Anke Group’s industry experience accumulated over the years, its industry- wide recognition and its product portfolio in medical imaging, medical informatics and electronics, the Anke Group maintains its competitiveness in the medical device market in the PRC and is in a more favourable position than other new competitors in the market.

– 21 – LETTER FROM THE BOARD

(2) Attractive market prospect for the PRC healthcare industry

The healthcare industry in the PRC, including the medical device industry, has seen a significant and rapid growth over recent years, driven by a combination of socioeconomic factors, including active PRC government support to create better healthcare services and infrastructure across the country, increasing disposable income and health awareness, an aging population and increasing coverage of social medical insurance and access to healthcare in rural areas in the PRC. According to the statistics from National Bureau of Statistics of China, the national health care spending（國家財政醫療衛生支出）increased from RMB399 billion in 2009 to RMB1,017.7 billion in 2014. In addition, based on ‘‘2014 China Medical Device Industry Development Blue Book’’（2014中國醫療器械行業發展藍皮書）published by China Pharmaceutical Materials Association（中國醫藥物資協會）, the market size of China’s medical device industry increased from RMB17.9 billion in 2001 to RMB212 billion in 2013, representing an increase of 11.84 times over the past 13 years. The Company expects these factors to continually present significant growth potential of the healthcare industry in the PRC.

The Board believes that the Anke Acquisition will create a good opportunity for the Group to expand its business into the healthcare market in the PRC. Anke High-Tech is a well- established company with proven track record in the fast growing PRC’s medical device industry. It is expected that the Anke Acquisition will broaden the source of revenue and create a foundation for the Group’s future growth.

The Board considers that the Anke Acquisition complements the Group’s overall strategies in the PRC healthcare business, the Group will continue to explore viable opportunities along the healthcare value chain in the PRC well as leveraging the established platform of the Anke Group in the PRC healthcare industry to achieve a stronger competitive edge in the healthcare sector for the Group’s long-term growth.

EFFECT OF THE ANKE ACQUISITION ON EARNINGS, ASSETS AND LIABILITIES OF THE GROUP

Following the Anke Completion, the financial results of the Anke Group will be consolidated into the financial statements of the Group. The unaudited pro forma financial information of the Enlarged Group as set out in Appendix III to this circular illustrates the effects of the Anke Acquisition on the Group and the basis of preparation thereon. As the Group and the Anke Group were under common control of Mr. Ji and Mr. Ji will continue to control the Enlarged Group upon completion of the Anke Acquisition, the Anke Acquisition is considered as a combination of businesses under common control and accounted for under the principles of merger accounting.

As at 30 June 2015, the latest published unaudited consolidated total assets and liabilities of the Group amounted to approximately RMB7,636,319,000 and RMB4,741,057,000 respectively.

– 22 – LETTER FROM THE BOARD

As set out in Appendix III to this circular, assuming the Anke Completion took place on 30 June 2015, the unaudited pro forma consolidated total assets of the Enlarged Group would have been increased to approximately RMB7,909,728,000, and the unaudited pro forma consolidated total liabilities of the Enlarged Group would have been increased to approximately RMB4,992,658,000.

For the six months ended 30 June 2015, the Group recorded a profit after tax of approximately RMB525,808,000. After the Anke Completion, the financial results of the Anke Group will be consolidated with those of the Group and the earnings of the Group will be affected by the performance of the Anke Group.

Based on the unaudited pro forma financial information of the Enlarged Group as set out in Appendix III to this circular, shareholders should note that the unaudited pro forma financial information has been prepared for illustrative purpose only based on the judgements and assumptions of the Directors, and because of its hypothetical nature, it may not give the true picture of the financial position of the Enlarged Group following completion of the Anke Completion or any future date. Moreover, since the actual fair value of the assets and liabilities of the Anke Group may be different at the Anke Completion as compared to their respective values used in the preparation of the unaudited pro forma financial information of the Enlarged Group, the actual financial effects of the transaction may be different from the financial information shown in Appendix III to this circular.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Anke Acquisition exceed 25% but are less than 100%, the Anke Acquisition constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is subject to the notification, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

Mr. Ji is a Controlling Shareholder and an executive Director. Therefore, he is a connected person of the Company under the Listing Rules. As Mr. Ji directly and indirectly owns in total approximately 79.74% equity interest in Nanjing Fullshare Holding, Nanjing Fullshare Holding is an associate of Mr. Ji and therefore a connected person of the Company. Accordingly, the Anke Acquisition constitutes a connected transaction under Chapter 14A of the Listing Rules, and is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

As at the Latest Practicable Date, Mr. Ji is interested in approximately 64.76% of the issued share capital in the Company. Mr. Ji has abstained from voting on the relevant board resolutions of the Company in relation to the Anke Acquisition and Mr. Ji and his close associates are required to abstain from voting on the resolutions approving the Anke Share Transfer Agreement at the EGM.

– 23 – LETTER FROM THE BOARD

Mr. Shi is an executive Director and is interested in approximately 0.02% equity interest in the Company. As Mr. Shi directly and indirectly owns in total approximately 8.12% equity interest in Nanjing Fullshare Holding and indirectly own 0.04% equity interest in Nanjing Huading Asset Management, which is a 8.56% shareholder of Anke High-Tech. Mr. Shi has abstained from voting on the relevant board resolutions of the Company in relation to the Anke Acquisition and Mr. Shi and his close associates are required to abstain from voting on the resolutions approving the Anke Share Transfer Agreement at the EGM.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

An Independent Board Committee has been established to make recommendation to the Independent Shareholders regarding the Anke Share Transfer Agreement and the transactions contemplated thereunder. TC Capital Asia Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Anke Share Transfer Agreement and the transactions contemplated thereunder.

EGM

The Company will convene the EGM at Unit 2526, Level 25, Admiralty Centre Tower 1, 18 Harcourt Road, Admiralty, Hong Kong on 14 April 2016 at 3:00 p.m. to consider and if thought fit, approve the Anke Share Transfer Agreement and the transactions contemplated thereunder. The notice of EGM is set out on pages EGM-1 to EGM-2 of this circular. The voting on such resolutions will be conducted by way of poll in accordance with Rule 13.39(4) of the Listing Rules.

A form of proxy for use by the Shareholders at the EGM is enclosed with this circular. 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.

Any Shareholders or their respective associates with a material interest in the relevant transactions under the Anke Share Transfer Agreement are required to abstain from voting at the EGM. As at the Latest Practicable Date, (i) Mr. Ji and his associates held and controlled the voting rights of 10,126,770,454 Shares, representing approximately 64.76% of the issued share capital of the Company and (ii) Mr. Shi held and controlled the voting rights of 2,780,000 Shares, representing approximately 0.02% of the issued share capital in the Company. Mr. Ji and Mr. Shi, and their respective associates are required to abstain from voting on the resolution approving the Anke Share Transfer Agreement and the transactions contemplated thereunder.

– 24 – LETTER FROM THE BOARD

RECOMMENDATIONS

Your attention is drawn to (i) the letter from the Independent Board Committee dated 24 March 2016 set out on page 26 of this circular which contains the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Anke Share Transfer Agreement and the transactions contemplated thereunder; and (ii) the letter from the Independent Financial Adviser dated 24 March 2016 as set out on pages 27 to 47 of this circular which contains the recommendation from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the terms of the Anke Share Transfer Agreement and the transactions contemplated thereunder and the principal factors and reasons considered by the Independent Financial Adviser in arriving at its recommendation.

Having taken into account the factors and reasons considered, and the opinion of the Independent Financial Adviser as stated in its letter, the Directors (including the independent non- executive Directors, and the members of the Independent Board Committee in respect of the Anke Acquisition, who have indicated their recommendation in their letter to the Independent Shareholders) consider the terms of the Anke Share Transfer Agreement and the transactions contemplated thereunder are fair and reasonable, are on normal commercial terms, and in the interests of the Company and the Shareholders as a whole and accordingly, recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Anke Share Transfer Agreement and the transactions contemplated thereunder.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully, ByOrderoftheBoard Fullshare Holdings Limited Ji Changqun Chairman

– 25 – LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Fullshare Holdings Limited 豐盛控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 00607)

24 March 2016

To the Independent Shareholders

Dear Sir or Madam,

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

We refer to the circular dated 24 March 2016 (the ‘‘Circular’’) despatched to the Shareholders of which this letter forms part. Unless the context otherwise requires, terms and expressions defined in the Circular shall have the same meanings in this letter.

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders on whether the terms of the Anke Share Transfer Agreement and the transactions contemplated thereunder are fair and reasonable, on normal commercial terms and in the interests of the Company and its Shareholders as a whole. TC Capital Asia Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Anke Share Transfer Agreement and the transactions contemplated thereunder.

WewishtodrawyourattentiontotheletterfromtheBoardsetoutonpages5to25ofthe Circular and the letter from the Independent Financial Adviser containing its advice to us and the Independent Shareholders regarding the terms of the Anke Share Transfer Agreement and the transactions contemplated thereunder set out on pages 27 to 47 of the Circular.

Having considered the advice given by the Independent Financial Adviser, we are of the opinion that the terms of the Anke Share Transfer Agreement and the transactions contemplated thereunder are on normal commercial terms (while not entered into in the ordinary and usual course of business of the Group), and are fair and reasonable, and in the interests of the Company and the Shareholders as a whole and recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Anke Share Transfer Agreement and the transactions contemplated thereunder.

Yours faithfully, For and on behalf of Independent Board Committee Lau Chi Keung Chow Siu Lui Tsang Sai Chung Independent non-executive Directors

– 26 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter from the Independent Financial Adviser which sets out its advice to the Independent Board Committee and the Independent Shareholders in respect of the Anke Acquisition prepared for the purpose of inclusion in this circular.

24 March 2016

The Independent Board Committee and the Independent Shareholders of Fullshare Holdings Limited

Dear Sirs,

MAJOR AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF APPROXIMATELY 72.19% OF THE ISSUED SHARE CAPITAL IN SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Anke Share Transfer Agreement, details of which are set out in the Letter from the Board (the ‘‘Letter from the Board’’) contained in the circular dated 24 March 2016 issued by the Fullshare Holdings Limited (the ‘‘Company’’) to the Shareholders (the ‘‘Circular’’), of which this letter forms part. Terms used herein shall have the same meanings as defined in the Circular unless the context requires otherwise.

On 3 February 2016, after trading hours, the Purchaser, an indirect wholly-owned subsidiary of the Company, and the Vendors entered into the Anke Share Transfer Agreement, pursuant to which the Purchaser conditionally agreed to purchase from the Vendors in total approximately 72.19% equity interest in Anke High-Tech for a cash consideration of RMB140,000,000.

As at the Latest Practicable Date, Mr. Ji, one of the Vendors, is a Controlling Shareholder and an executive Director of the Company, therefore he is a connected person of the Company under the Listing Rules. Moreover, he also directly and indirectly owns in total approximately 79.74% equity interest in Nanjing Fullshare Holding, one of the Vendors, as at the Latest Practicable Date. Nanjing Fullshare Holding is an associate of Mr. Ji and therefore a connected person of the Company.

– 27 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As at the Latest Practicable Date, Mr. Shi is an executive Director and is interested in approximately 0.02% equity interest in the Company. As at the Latest Practicable Date, Mr. Shi directly and indirectly owns in total approximately 8.12% equity interest in Nanjing Fullshare Holding and indirectly holds approximately 0.04% equity interest in Nanjing Huading Asset Management, which is a 8.56% shareholder of Anke High-Tech.

As set out in the Letter from the Board, one or more applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Anke Acquisition exceed 25% but are less than 100%, the Anke Acquisition constitutes a major transaction of the Company under Chapter 14 of the Listing Rules. In addition, Mr. Ji and Mr. Shi are connected persons of the Company under Chapter 14A of the Listing Rules. As a result, the Anke Acquisition constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. The Anke Acquisition is subject to reporting, announcement and Independent Shareholders’ approval pursuant to Chapter 14 and 14A of the Listing Rules. Mr.Ji and Mr. Shi have abstained from voting on the relevant board resolutions of the Company in relation to the Anke Acquisition. In addition, Mr. Ji, Mr. Shi and their associates are required to abstain from voting at the EGM to be convened by the Company to, among others, consider and approve the resolutions in relation to the Anke Share Transfer Agreement and the transaction contemplated thereunder.

The Independent Board Committee comprising all of the independent non-executive Directors, namely Mr. Lau Chi Keung, Mr. Chow Siu Lui and Mr. Tsang Sai Chung, has been established to make recommendation to the Independent Shareholders in relation to the Anke Share Transfer Agreement and the transactions contemplated thereunder. Our role as the Independent Financial Adviser is to provide independent opinion and recommendation to the Independent Board Committee and Independent Shareholders on whether the terms of the Anke Share Transfer Agreement are fair and reasonable so far as the Independent Shareholders are concerned and are on normal commercial terms, and the entering into of the Anke Share Transfer Agreement is in the ordinary and usual course of business of the Company and in the interests of the Company and the Shareholders as a whole. As at the Latest Practicable Date, we did not have any relationships or interests with the Group or any other parties involved in the Anke Acquisition that could reasonably be regarded as relevant to our independence.

– 28 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

In formulating our opinion and recommendation, we have considered, among other things, (i) the announcement of the Company dated 3 February 2016 in relation to the Anke Acquisition; (ii) the Circular; (iii) the Anke Share Transfer Agreement; (iv) the annual report of the Company for the year ended 31 December 2014 (the ‘‘2014 Annual Report’’); (v) the interim report of the Company for the six months ended 30 June 2015 (the ‘‘2015 Interim Report’’); (vi) the audited financial report of Anke Group for the two years ended 31 December 2015 and the nine months ended 30 September 2015 (the ‘‘Anke Financial Report’’); (vii) the valuation report (the ‘‘Valuation Report’’) prepared by Avista Group (the ‘‘Avista’’); and (viii) other information as set out in the Circular. We have also relied on all relevant information, opinions and facts supplied and represented by the Company, the Directors and the management of the Company. We have assumed that all such information, opinions, facts and representations contained or referred to in the Circular, for which the Company is fully responsible, were true and accurate in all respects as at the date hereof and may be relied upon. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Company, and the Company has confirmed that no material facts have been withheld or omitted from the information provided and referred to in the Circular, which would make any statement therein misleading.

We consider that we have reviewed sufficient information currently available to reach an informed view and to justify our reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis for our recommendation. We have not, however, carried out any independent verification of the information provided, nor have we conducted an independent investigation into the business affairs, operations, financial position or future prospects of the Group, the Purchaser, the Vendors, the Anke Group, their respective subsidiaries, and/or their associated companies.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinions and recommendations in respect of the Anke Acquisition, we have taken into consideration the following principal factors and reasons:

I. Background to and reasons for entering into of the Anke Share Transfer Agreement

1. Background information of the Group, the Purchaser, the Vendors and the Anke Group

a) The Group

As stated in the Letter from the Board, the Group is principally engaged in the property development, provision of green building services and investment. The table below summarizes the audited consolidated financial results of the

– 29 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Group for the two years ended 31 December 2014 (‘‘FY2013’’and ‘‘FY2014’’, respectively) and for the six months ended 30 June 2014 and 2015 as extracted from the 2014 Annual Report and the 2015 Interim Report, respectively:

For the year ended 31 December For the six months ended 30 June 2013 2014 2014 2015 (RMB’000) (RMB’000) (RMB’000) (RMB’000) (audited) % (audited) % (unaudited) % (unaudited) %

Sale of properties 859,393 100.00% 631,240 98.05% 357,526 97.69% 1,577,405 92.79% Green building services income ––12,553 1.95% 8,452 2.31% 122,562 7.21%

Revenue 859,393 100% 643,793 100% 365,978 100% 1,699,967 100%

Change in fair value of convertible bonds (292,866) (1,360,118) (216,752) – Net profit/(loss) (233,380) (1,102,859) (187,309) 525,808

Source: 2014 Annual Report and 2015 Interim Report

We noted from the table above that revenue of the Group was mainly contributed by sales of properties, which accounted for approximately 100%, 98.05%, 97.69% and 92.79% of the total revenue for FY2013, FY2014 and each of the six months ended 30 June 2014 and 2015 respectively. Revenue of the Group decreased by approximately 25.1% from approximately RMB859.39 million for FY2013 to approximately RMB643.79 million for FY2014 due to the decline of property sales of the Group. However, revenue from sales of properties increased by approximately 341.2% from approximately RMB 357.53 million for the six months ended 30 June 2014 to approximately RMB1,577.41 million for the six months ended 30 June 2015. It was mainly due to the sales contributed from the subsidiaries in the property segment acquired in the last quarter of 2014 and the first quarter in 2015 and the increase in the average selling unit price in properties. The Group recorded losses for FY2013 and FY2014 due to the loss on fair value assessment of convertible bonds of the Company. For the six month ended 30 June 2015, there is no effect of the change in fair value of convertible bonds as all of the convertible bonds have been fully converted into ordinary shares of the Company as at 31 December 2014, the Group recorded a net profit of RMB525.81 million for the six month ended 30 June 2015.

– 30 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The table below summarizes the audited consolidated balance sheet of the Group as at 31 December 2013 and 2014 and as at 30 June 2015 as extracted from the 2014 Annual Report and the 2015 Interim Report:

As at As at 31 December 30 June 2013 2014 2015 (RMB’000) (RMB’000) (RMB’000) (audited) (audited) (unaudited)

Cash and cash equivalents 116,358 251,082 183,202 Net assets/(liabilities) (194,745) 1,458,398 2,895,262

Source: 2014 Annual Report and 2015 Interim Report

We note from the table above that cash and cash equivalents of the Group increased by approximately 115.8% from approximately RMB116.36 million as at 31 December 2013 to approximately RMB251.08 million as at 31 December 2014 due to the cash inflow from operating activities and increase proceeds from placing shares. It then decreased by approximately 27% to approximately RMB183.2 million as at 30 June 2015. The Group recorded a capital deficiency of approximately RMB194.75 million as at 31 December 2013 mainly due to the change in fair value of the convertible bond. However, the Group recorded a net asset of approximately RMB1,458.4 million as at 31 December 2014. It then further increased by approximately 98.52% to approximately RMB2,895.26 million as at 30 June 2015. Change in cash and cash equivalent and net asset of the Company from 31 December 2014 to 30 June 2015 is mainly due to (i) cash inflow from operating activities; (ii) several acquisitions of subsidiaries during the period; and (iii) issue of shares under general mandate.

b) The Purchaser

The Purchaser is a limited liability company incorporated under the laws of the PRC, and an indirect wholly-owned subsidiary of the Company which is solely engaged in investment holding in the PRC.

c) The Vendors

– 31 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

99.9% by Mr. Ji and 0.1% by Mr. Shi, (ii) 36.33% by Mr. Ji, (iii) 12.14% by Mr. Ji Jinzhong and (iv) 8.08% by Mr. Shi. Accordingly, Nanjing Fullshare Holding is a connected person of the Company under the Listing Rules.

Mr. Ji is the Chairman of the Board, the Chief Executive Officer, an executive Director of the Company and a Controlling Shareholder who is interested in approximately 64.76% of the issued share capital in the Company. As at the Latest Practicable Date, Mr. Ji is also (i) directly and indirectly interested in approximately 79.74% equity interest in Nanjing Fullshare Holding; (ii) indirectly interested in approximately 43.44% equity interest in Nanjing Huading Asset Management, which is an existing shareholder of Anke High- Tech; and (iii) directly interested in approximately 2.96% of the issued share capital in Anke High-Tech. Mr. Ji is also the chairman of Anke High-Tech. Accordingly, Mr. Ji is a connected person of the Company under the Listing Rules.

As advised by Nanjing Fullshare Holding and Mr. Ji, the original acquisition costs for 69.23%, and 2.96% of the issued share capital of Anke Group were RMB95,227,100 and RMB7,800,000, respectively.

d) The Anke Group

Anke High-Tech is a joint stock limited liability company incorporated under the laws of the PRC which is principally engaged in the manufacture and sale of medical equipment and machineries and provision of related technical services. Anke High-Tech focuses on research and development and it develops and manufactures products including magnetic resonance imaging, computed tomography, picture archiving and communications system, mammography system and ultrasound, etc. The major customers of Anke High-Tech are public and privately-owned hospitals and medical centres covering provinces and municipalities across China. Anke High-Tech also exports its products to overseas markets including Middle East, Africa and Russia, etc. As at the Latest Practicable Date, Anke High-Tech has established three branch offices in Nanjing, Shenzhen and Chengdu, the PRC. As at the Latest Practicable Date, Anke High-Tech is owned as to (i) 69.23% by Nanjing Fullshare Holding, which is an associate of Mr. Ji; (ii) 19.25% by Nanjing Fengshi Investment Management, which is an Independent Third Party, (iii) 8.56% by Nanjing Huading Asset Management, which is an associate of Mr. Ji; and (iv) 2.96% by Mr. Ji.

– 32 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Upon the Anke Completion, the Company will own approximately 72.19% of the issued share capital in Anke High-Tech and each of Anke High-Tech, Anke Software Technology and Anke Medical Investment will become a subsidiary of the Company, and the financial results, assets and liabilities of the Anke Group will be consolidated into the accounts of the Group.

The table below is an extract of financial information of Anke Group based on its audited financial statements for FY2013 and FY2014 and for the nine months ended 30 September 2015 extracted from the accountants’ report in Appendix II to the Circular:

For the year ended 31 December Nine months ended 30 September 2013 2014 2014 2015 (RMB’000) (RMB’000) (RMB’000) (RMB’000) (audited) % (audited) % (unaudited) % (audited) %

Sale of medical products 197,017 96.66% 264,504 96.20% 168,898 94.19% 230,871 96.68% Provision of technical services 6,798 3.34% 10,456 3.80% 10,416 5.81% 7,935 3.32%

Revenue 203,815 100% 274,960 100% 179,314 100% 238,806 100%

Net profit 2,021 8,245 4,399 16,940

As at As at 31 December 30 September 2013 2014 2015 (RMB’000) (RMB’000) (RMB’000) (audited) (audited) (audited)

Bank balances and cash 36,641 41,363 13,360 Net assets 114,057 146,623 163,563

– 33 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We noted from the table above that revenue of Anke Group was mainly contributed by sales of medical products, which accounted for approximately 96.7%, 96.2%, 94.2% and 96.7% of the total revenue for FY2013, FY2014 and the nine months ended 30 September 2014 and 2015 respectively. The revenue of Anke Group increase by approximately 34.9% and 33.2% from approximately RMB203.82 million for FY2013 to approximately RMB274.96 million for FY2014 and from approximately RMB179.31 million for the nine months ended 2014 to approximately RMB238.81 million for the nine months ended 30 September 2015. The increment was mainly due to increase in sales of medical products. The net profit of Anke Group increase by approximately 308.4% and 285.0% from approximately RMB2.02 million for FY2013 to approximately RMB8.25 million for FY2014 and from approximately RMB4.40 million for the nine months ended 30 September 2014 to approximately RMB16.94 million for the nine months ended 30 September 2015. The increment was mainly due to the growth pace of the revenue is faster than the cost such as selling expense, administrative expense and finance cost.

We note from the table above that bank balances and cash of Anke Group increased by approximately 12.9% from approximately RMB36.64 million as at 31 December 2013 to approximately RMB41.36 million as at 31 December 2014. However, it decreased by approximately 67.7% to approximately RMB13.36 million as at 30 September 2015 due to decrease in equity and debt fund raising activities for the nine months period ended 30 September 2015. The net asset of Anke Group increased by approximately 28.56% from approximately RMB114.06 million as at 31 December 2013 to approximately RMB146.62 million as at 31 December 2014 and further increased by approximately 11.56% to approximately RMB163.56 million as at 30 September 2015. Such increment was mainly due to the contribution of increase in operating activities.

2. Reasons and benefits for entering into of the Anke Share Transfer Agreement

As stated in the Letter from the Board, the healthcare industry enjoys favourable support by the industry policies of the PRC government and the Company would like to expand its business segment to the healthcare industry through acquiring Anke Group. Anke High-Tech was established in 1986 as a sino-foreign joint venture company co-invested by Chinese Academy of Sciences（中國科學院）and Analogic Corporation, a medical device company listed on NASDAQ. Anke High-Tech is a key enterprise and a pioneer as one of the first domestic enterprises engaged in China’s medical device industry and recognised as a High and New Technology Enterprises by Shenzhen Municipal Science and Technology Innovation Council（深圳市科技創新委員會）and Finance Commission of Shenzhen Municipality（深圳市財政委員會）.In addition, Anke High-Tech was awarded as the Key High and New Technology Enterprise under the 2014 National Torch Program（國家火炬計劃項目）by Torch High Technology Industry Development Centre, Ministry of Science and Technology （科學技術部火炬高技術產業開發中心）. The Company believes that the experience of Anke Group would help the Company to enter into the healthcare industry in PRC.

– 34 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As stated in the Letter from the Board, the Company and the Vendors commenced the discussion on the feasibility of the investment in the Anke Group in October 2015. As advised by the Directors, after having conducted due diligence work, the Board considered the Anke Group has stable business model and a 30-year proven track record in manufacturing and sales of medical devices. Moreover, we have reviewed the milestones of development of Anke High-Tech from its company website and patents’ information published by the State Intellectual Property Office of the PRC and noted that it has launched various products of medical devices, awarded prizes and registered various patents since its incorporation in 1986. The Company then negotiated with the Vendors on the possible acquisition of the Anke Group. The Anke Acquisition was approved by the Board on 3 February 2016 and both Mr. Ji and Mr. Shi had abstained from voting on the relevant Board resolutions of the Company in relation to the Anke Acquisition.

As stated in the 2014 annual report, the Company will focus on building ‘‘one foundation, two new businesses and three key supports’’ as the Company’soverall plan. The two newly developed businesses will be in the segments of green technology and comprehensive health services. As a result, the Anke Acquisition is in line with the Company’s overall plan.

According to the National Bureau of Statistics of People’s Republic of China, the proportion of population aged 65 and above in the PRC increased from approximately 7.7% in 2005 to approximately 10.1% in 2014, at a CAGR of approximately 3.06%. We concur with the Company that the increase in aging population and life expectancy lead to the increase of demand on medical and healthcare industry, including the increase of demand on medical device, such as magnetic resonance imaging and computed tomography, for elderly people and patients. The national healthcare spending expanded from approximately RMB 828.0 billion in 2013 to approximately RMB 1,017.7 billion in 2014, at a growth of approximately 22.91%. As a result, we are of the view that the medical and healthcare industry, including the medical device segment, will grow continuously.

As stated in the Letter from the Board, Mr. Ji was appointed as the chairman of the board of directors of Anke High-Tech in 2007. Mr. Ji oversees the corporate strategic development and direction of Anke High-Tech and has extensive of experiences in medical device and healthcare related business. Mr. Ji is the honorary chairman of the board of directors of Nanjing University of Chinese Medicine and the guest professor of Nanjing University of Chinese Medicine, the dean of Fullshare Health Institute（豐盛健康學院）. Mr. Ji was awarded as the Most Influential Brand Character in the Health Industry in 2013（二零一三年健康產業最具影響力品牌人物）.

– 35 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As advised by the Company, the management of Anke Group has extensive experiences in the medical equipment industry. Anke Group has certain key departments in research and development, including magnetic resonance imaging research team, computed tomography research team and X-ray team. As advised by the Company, most of the members of the research and development department obtained master degree or above and has experienced in related medical equipment development. We have reviewed the biographies of the management of Anke Group and noted that most of the management have an industry experience of over 8 years.

As stated in the Letter from the Board, the Directors consider that, despite the medical device business is new to the Group, the Group can leverage on (i) the experience of Mr. Ji in the medical device business; and (ii) the continuing support of the experienced existing management team of the Anke Group to ensure efficient operation of the Anke Group’sbusiness.

In addition, the Directors are planning to strengthen the management team of the Groupbyincreasingthenumbersofhealthcare professionals to assist the Directors in managing the Anke Group’sbusiness.

Since the Group is principally engaged in the property development and provision of green building services and investment as at the Latest Practicable Date, which is different from the principal businesses of the Anke Group, the Anke Acquisition is not in the ordinary and usual course of the business of the Group. However, having considered (i) the business strategies of the Company; (ii) the recent trend on medical and healthcare industry, including medical device segment, in the PRC; and (iii) the extensive experience of Mr. Ji, the management of Anke Group and the planning of the Directors to strengthen the management team of the Group in the medical equipment industry, we are of the view that the reasons for entering into the Anke Share Transfer Agreement is in line with the Group’s recent business strategies, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

– 36 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

II. Principle terms of the Anke Share Transfer Agreement

The principal terms of the Anke Share Transfer Agreement have been set out in the Letter from the Board and are summarized below.

Date

3 February 2016 (after trading hours)

Parties

Purchaser: The Purchaser, an indirect wholly-owned subsidiary of the Company;

(2) Mr. Ji, a Controlling Shareholder, an executive Director and a connected person of the Company

Assets to be acquired

Pursuant to the Anke Share Transfer Agreement, (i) the Purchaser conditionally agreed to buy, and (ii) Nanjing Fullshare Holding and Mr. Ji, conditionally agreed to sell approximately their interests of approximately 69.23% and 2.96% of the issued share capital in Anke High-Tech, respectively.

Anke Consideration

The Anke Consideration payable by the Purchaser to the Vendors in total is RMB140,000,000, of which RMB134,260,000 is payable to Nanjing Fullshare Holding and RMB5,740,000 is payable to Mr. Ji.

– 37 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Basis of Anke Consideration

As set out in the Letter from the Board, the Anke Consideration was determined after arm’s length negotiations between the Purchaser and the Vendors after taking into consideration by the Directors of various factors, including but not limited to, (i) the Appraisal Value of Anke High-Tech as at 31 December 2015 (the ‘‘Anke Valuation’’), being the relevant valuation date, of not less than RMB194,000,000; (ii) the factors stated in the section headed ‘‘Reasons for and Benefits of the Anke Acquisition’’;and (iii) the current financial position of the Anke Group. The Anke Consideration of RMB140,000,000 represented approximate Appraisal Value in proportion to the 72.19% of the issued share capital in Anke High-Tech. The Company intends to satisfy payment for the Consideration by the internal resources of the Group.

Based on the Valuation Report issued by Avista, an independent valuer, as contained in Appendix V to the Circular, the Appraisal Value of the entire issued share capital of Anke High-Tech was RMB197,700,000 as at 31 December 2015 (the ‘‘Valuation Date’’) and 72.19% of the corresponding appraisal value is approximately RMB142,719,630.

In assessing the fairness and reasonableness of the Anke Consideration, we have reviewed the Valuation Report and discuss with Avista, details of which are set out below:

(1) The Valuation Report

a) Methodologies

We understand that Avista has considered three generally accepted valuation approaches, namely the market approach, cost approach and income approach in arriving at the Anke Valuation. Avista considers that the market approach is inappropriate as they have not identified any current market transactions which are comparable to the Anke Acquisition. Avista also considers that the cost approach is inappropriate since this approach does not directly incorporate information about the economic benefits derived from ownership of the enterprise of Anke Group. As advised by Avista, they have adopted the discounted cash flow method (‘‘DCF’’)under the income approach to derive a present fair value from the future cashflow of Anke Group’s business. This method eliminates the discrepancy in time value of money by using a discount rate to reflect all business risks including intrinsic and extrinsic uncertainties in relation to Anke Group’s business. Based on the previously mentioned analysis, we concur with the views of Avista that DCF is the most appropriate method in valuing Anke Group’s based on the facts that the revenue of sales of medical products is mainly derived from the assets and technologies held by Anke Group.

– 38 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

b) Discount rate

When applying DCF to estimate the present market value of Anke Group, it is necessary to determine an appropriate discount rate for the assets under review. We note that Avista has used the Capital Assets Pricing Model (the ‘‘CAPM’’) to estimate the required rate of return on equity and debt of Anke Group and then calculate the weighted average cost of capital (the ‘‘WACC’’). We understand that the CAPM technique is widely accepted in the investment and financial analysis communities for the purpose of estimating a company’s required rate of return on equity and debt. In arriving at the discount rate, Avista has taken into account a number of principal factors including (i) risk free rate; (ii) equity risk premium; (iii) small size risk premium; (iv) company specific risk premium; and (v) beta, a measure of non-diversifiable risk, of a number of comparable companies. Such comparable companies are the listed companies engaged in similar business of Anke Group. As such, we are of the view that it is fair and reasonable to derive beta from these peer companies. Moreover, in view of the fact that Anke Group is a private company, Avista applied a lack of marketability discount rate of 20.0% to Anke Group’s equity interest based on their analysis.

c) Financial forecast and other relevant assumptions

We note that Avista has considered and relied to a considerable extent on the financial forecast provided by Anke Group when preparing the Anke Valuation. As discussed with Avista, Avista believed that the forecast of those data are reasonable after considering the market trend of medical device industry and historical performance of Anke Group. We have interviewed Avista regarding the basis of projecting financial data of Anke Group and other relevant assumptions. Pursuant to Listing Rule 13.80, in order to review and understand fairness, reasonableness and completeness the relevant assumptions and projections used in the Anke Valuation, we have performed the following steps:

(i) discussed with Avista and reviewed on the major items of the projection (including but not limited to the forecast revenue, cost of goods sold, other administrative cost) provided by Anke Group;

(ii) reviewed the projection schedules built by Avista and the related breakdowns;

– 39 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(iii) reviewed the historical audited reports of Anke Group for the three years ended 31 December 2014 and for the nine months ended 30 September 2015 and the management account of Anke Group for the 3 months ended 31 December 2015 and the related financial breakdowns; and reviewed other relevant assumptions in the Anke Valuation. In particular, based on our review of the historical financial information provided by the Anke Group.

(iv) we noted that the historical growth rate of revenue of the Anke Group as well as the historical cost structure and growth trend of cost of the Anke Group supported the projection of revenue and operation expenses of the Anke Valuation.

Given that the Anke Valuation involves the use of income approach – discounted cash flow, it is regarded as a profit forecast under Rule 14.61 and 14.62 of the Listing Rules. We understood that SHINEWING (HK) CPA Limited, the reporting accountants of the Company in relation to the Anke Acquisition (the ‘‘Reporting Accountants’’), has examined the calculations of the discounted future estimated cash flows in which the Valuation was based. So far as the calculations are concerned, the discounted cash flows have been properly complied in all material respects, in accordance with the assumptions set out in the Anke Valuation. Furthermore, the Board has reviewed the principal assumptions and confirmed that the forecast has been made after due and careful inquiries. On the basis of the foregoing, the Company’s financial adviser, BaoQiao Partners Capital Limited (the ‘‘Financial Adviser’’), is satisfied that the forecast has been made after due and careful enquiry. Letters from the Reporting Accountants, the Board and the Financial Adviser relating to the Anke Valuation are set out in Appendix VI to the Circular, respectively.

Based on the work performed as set out above, we are not aware of any factors which would cause us to doubt the fairness, reasonableness and completeness on the relevant assumptions and projections used in the Anke Valuation.

– 40 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Pursuant to Listing Rule 13.80, in order to assess the expertise and independence of Avista regarding to the Anke Valuation, we have performed the following steps:

(i) obtained and reviewed the terms of engagement (having particular regard to the scope of work, whether the scope of work is appropriate to the opinion required to be given and any limitations on the scope of work which might adversely impact on the degree of assurance given by the Valuation Report).

(ii) interviewed Avista as to their current or prior relationships with the Company, and their respective shareholders; and

(iii) reviewed and discussed with Avista on its past experience on valuation in the similar industry.

Based on the work performed as set out above, we understand that (i) it has years of experience in the valuations and have experience on the valuation in the similar industry in the past; and (ii) except for its engagement in respect of the Anke Valuation, it has no current or prior relationships with the Group, Anke Group, Nanjing Fullshare Holding or their respective shareholders. As such, we are not aware of any matters that would cause us to question Avista expertise and independence in conducting the Anke Valuation. Moreover, during our interview with Avista, we are not aware any the Group, Anke Group, Nanjing Fullshare Holding or their respective shareholders has made any formal or informal representations to Avista.

Based on the all work performed as set out above, we consider we have made adequate assessment on the Anke Valuation in respect to the Valuation Report and Avista pursuant Listing Rule 13.80. We are not aware of any factors which would cause us to doubt the fairness and reasonableness of the Anke Valuation.

(2) Comparable companies analysis

In order to further assess the fairness and reasonableness of the Anke Consideration, we have conducted a comparable analysis. Under this analysis, we have identified, on best effort basis, an exhaustive list of 7 companies listed on the Stock Exchange for comparison based on criterion that more than 70% of their respective revenue has been generated from business operation related to medical equipment and devices during their respective latest financial year (the

– 41 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

‘‘Comparable Companies’’). We consider companies being selected under the adopted criterion are able to provide a meaningful comparison as the majority of their respective revenue is generated from medical equipment business.

We have considered comparisons on price-to-earnings ratio (‘‘P/E ratio’’) and price-to-book ratio (‘‘P/B ratio’’), which are the ratio typically used in market comparison. Details of the result are summarised in the following table:

Market Capitalisation as at the Latest Latest Practicable published net Company Stock code Date asset value P/E ratio P/B ratio (Note 1) (Note 2) (Note 3) (Note 4) (HK$ ’million) (HK$ ’million)

Mingyuan Medicare Development Co.Ltd.(the‘‘Mingyuan’’) (Note 5) 233 1,008.30 1,627.08 N/A 0.62 MicroPort Scientific Corporation (the ‘‘Microport’’) (Note 5) 853 5,009.85 2,624.68 N/A 1.91 Shandong Weigao Group Medical Polymer Company Limited 1066 9,531.69 12,789.81 16.48 0.75 PW Medtech Group Ltd. 1358 2,710.13 2,665.33 12.32 1.02 Beijing Chunlizhengda Medical Instruments Co., Ltd. 1858 239.63 494.78 13.92 0.48 Modern Dental Group Ltd. (the ‘‘Mordern Dental’’) (Note 5) (Note 6) 3600 3,180.00 529.74 N/A 6.00 Biosino Bio-technology and Science Incorporation (the ‘‘Biosino’’) (Note 7) 8247 202.50 329.70 583.33 0.61

Maximum 16.48 1.91 Minimum 12.32 0.48 Mean 14.24 0.90 Median 13.92 0.68

Anke Group P/E ratio (Note 8) 8.59 P/B ratio (Note 9) 1.19

– 42 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Notes:

1. Calculated based on the respective closing share price and number of issued shares as at the Latest Practicable Date.

2. Obtained from their latest audited/unaudited consolidated net asset value attributable to owners.

3. Obtained from the HKEx website (http://www.hkex.com.hk)

4. P/B ratio is calculated based on the market capitalisation as at the Latest Practicable Date divided by the latest published net asset value attributable to the owners.

5. Given Mingyuan, Microport and Modern Dental recorded a net loss for their latest published net profit, their P/E ratios are not available to be calculated.

6. Given the P/B ratio of Modern Dental is notably higher than the rest of the Comparable Companies, such P/B ratio was excluded from the analysis.

7. Given the P/E ratio of Biosino is notably higher than the rest of the Comparable Companies, such P/E ratio was excluded from the analysis.

8. P/E ratio of Anke Group is calculated based on the consideration of 100% of equity interest of Anke Group (i.e. 140,000,000/72.19% = 193,940,000) divided by the annualized audited net profit for the period of nine months ended 30 September 2015 on the Anke Financial Report.

9. P/B ratio of Anke Group is calculated based on the consideration of 100% of equity interest of Anke Group (i.e. 140,000,000/72.19% = 193,940,000) divided by the latest audited net asset value of the Anke Financial Report.

10. For the purpose of this table, the translation into HK$ is based on the average exchange rate of RMB1.00 to HK$1.20 and USD1.00 to HK$7.75 for the purpose of illustration only.

As shown in the above table, P/E ratio of the above the Comparable Companies ranged from approximately 12.32 to 16.48 times, with a mean of approximately 14.24 times and a median of 13.92 times and the P/B ratios of the above the Comparable Companies ranged from approximately 0.48 to 1.91 times, with a mean of approximately 0.90 times and a median of 0.68 times. On this basis, the P/E ratio of Anke Group is 8.59 which is below the range of the P/E ratio of the Comparable Companies. We note that the P/B ratio of Anke Group is 1.19 which is slightly above the average but still within the range of the P/B ratio of the Comparable Companies. Given that (i) the P/B ratio of Anke Group is still within the range of the P/B ratio of the Comparable Companies; (ii) the P/E ratio is below the range of the P/E ratio of the Comparable Companies; (iii) the P/B ratio analysis is unable to reflect the future earning power of the Anke Group and we have reviewed the audited financial statements of Anke Group

– 43 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

since 2013, in which reflect the recent financial performance of Anke Group and concur with the Directors that Anke Group would maintain positive growth and generate profit for the Company in the foreseeable future based on the recent development; and (iv) other factors as discussed in the paragraph headed “Reasons and benefits for entering into of the Anke Share Transfer Agreement” under the section headed “Background to and reasons for entering into of the Anke Share Transfer Agreement”, we consider the Anke Consideration is acceptable.

Having taken account that (i) the Anke consideration is below the 72.19% of the corresponding appraisal value of RMB142,719,630 from the Valuation Report; (ii) the implied P/E ratio for the Anke Acquisition is below average and within the range of P/E ratio of the Comparable Companies; and (iii) the implied P/B ratio for the Anke Acquisition is slightly above the average but still within the range of P/B ratio of the Comparable Companies, we are of the view that the Anke Consideration is fair and reasonable and in the interests of the Independent Shareholders.

Payment arrangement

As set out in the Letter from the Board, the Anke Consideration payable by the Purchaser to the Vendors in total is RMB140,000,000, of which RMB134,260,000 is payable to Nanjing Fullshare Holding and RMB5,740,000 is payable to Mr. Ji.

The Anke Consideration is payable in two installments in the following manners:

(1) RMB14,000,000 (the ‘‘First Installment‘‘）, being 10% of the Anke Consideration, will be payable within 20 Business Days after all the first installment conditions as set out under the paragraph ‘‘Conditions Precedent’’ under the section headed ‘‘the Anke Acquisition’’ of the Letter from the Board (the ‘‘First Installment Conditions‘‘）have been fulfilled or waived (as the case may be), of which:

a. RMB13,426,000 will be payable to Nanjing Fullshare Holding, and

b. RMB574,000 will be payable to Mr. Ji; and

– 44 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(2) RMB126,000,000 (the ‘‘Second Installment‘‘）, being the remaining Anke Consideration, will be payable after all the second installment conditions as set out under the paragraph ‘‘Conditions Precedent’’ under the section headed ‘‘the Anke Acquisition’’ of the Letter from the Board (the ‘‘Second Installment Conditions‘‘）have been fulfilled or waived (as the case may be) and within 10 Business Days after the Anke Completion of which:

a. RMB120,834,000 will be payable to Nanjing Fullshare Holding, and

b. RMB5,166,000 will be payable to Mr. Ji.

Subject to agreement by the parties, the date for the payment of the Second Installment may be deferred to a date falling no later than the 120th Business Day from the later date of (i) the fulfillment of the Anke Conditions; or (ii) the Anke Completion Date.

As stated in the Letter from the Board, the Anke Consideration comprising the First Installment and the Second Installment are outstanding as at the Latest Practicable Date.

For further details of the First Installment Conditions and the Second Installment Conditions, please refer to the paragraph ‘‘Conditions Precedent’’ under the section headed ‘‘the Anke Acquisition’’ of the Letter from the Board.

As stated in the Letter from the Board, the Group is expected to settle the Anke Consideration by cash from its internal resources. As advised by the Company, the Group’s cash and bank balance of approximately RMB806 million as at the Latest Practicable Date, which represents that the internal resources of the Group are able to settle the First Installment and the majority of the Second Installment. As stipulated in the Anke Share Transfer Agreement, the Purchaser may be deferred to a date falling no later than the 120th Business Day from the later date of (i) the fulfillment of the Anke Conditions; or (ii) the Anke Completion Date.

We noted that no initial deposit is required for the Anke Acquisition and the First Installment are paid after the fulfillment of the First Installment Conditions. The First Installment amounts to a small portion (as to 10%) of the Anke Consideration. On such basis, we consider that such sizeable deferred payment schedule to be attractive to the Purchaser.

– 45 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Taking into consideration (i) the entering into of the Anke Share Transfer Agreement is fair and reasonable as mentioned in the paragraph headed ‘‘Reasons and benefits for entering into of the Anke Share Transfer Agreement’’ above; (ii) the consideration for the Anke Acquisition are fair and reasonable as mentioned in the paragraphs headed ‘‘Basis of Anke Consideration’’ above, we are of the opinion that the Anke Acquisition is fair and reasonable and in the interests of the Independent Shareholders.

III. Financial effects of the Anke Acquisition on the Group

1. Earnings

Upon completion of the Anke Acquisition, Anke High-Tech will become a non-wholly owned subsidiary of the Company. Therefore, the financial results of Anke Group will be consolidated into the financial statements of the Group. As mentioned above, according to the Anke Financial Report, the revenue and net profit after tax of Anke Group for the year ended 31 December 2014 were approximately RMB274.96 million and RMB8.25 million, respectively. Taking into consideration the expected positive future business prospect of Anke Group as mentioned in the paragraph headed ‘‘Reasons and benefits for entering into of the Anke Share Transfer Agreement’’ above, the Anke Acquisition would likely to have a positive impact on the future earnings potential of the Group.

2. Working capital

As set out in the Letter from the Board, the Anke Consideration of RMB140,000,000 is expected to settle by cash from its internal resources. As advised by the Company, the Group’s cash and bank balance approximately HK806 million as at the Latest Practicable Date. Based on the existing available cash and the operating cash to be generated by the Company in the near future, the Directors are confident that the Company will have adequate cash to settle the payment of the Consideration when the Anke Share Transfer Agreement becomes effective. It is expected the Company’s bank balances and cash would be reduced by the amount of the Consideration payable after the Anke Acquisition.

– 46 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3. Net asset value

Upon completion of the Anke Share Transfer Agreement, Anke Group will become a subsidiary of the Company and its assets and liabilities will be consolidated into the financial statements of the Company. As at 30 June 2015, the Group had net assets of approximately RMB2,895.26 million. According to the “Unaudited pro forma financial information of the Enlarged Group” as set out in Appendix III to the Circular, the unaudited pro forma adjusted consolidated net asset value of the Enlarged Group will increase to approximately RMB2,917.07 million as at 30 June 2015 upon the Anke Completion. As such, the Anke Acquisition will improve the net asset value of the Group.

It should be noted that the above analyses are for illustrative purpose only and do not purport to represent how the actual financial position of the Group will be on the date of Anke Completion.

IV. Recommendation

Having taken into account the above factors and reasons, we are of the opinion that (i) the terms of the Anke Share Transfer Agreement are fair and reasonable so far as the Independent Shareholders are concerned and are on normal commercial terms; and (ii) the entering into of the Anke Share Transfer Agreement is in the interests of the Company and the Shareholders as a whole (while not in the ordinary and usual course of business of the Company). Therefore, we advise (i) the Independent Board Committee to recommend to the Independent Shareholders that they vote in favor of the relevant resolution to approve the Anke Share Transfer Agreement and the transactions contemplated thereunder at the EGM; and (ii) the Independent Shareholders to vote in favor of the relevant resolution to approve the Anke Share Transfer Agreement and the transactions contemplated thereunder at the EGM.

Yours faithfully, For and on behalf of TC Capital Asia Limited Edward Wu Stanley Chung Chairman Managing Director

Note: Mr. Edward Wu has been a responsible officer of Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance since 2005. Mr. Stanley Chung has been a responsible officer of Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance since 2006. Both Mr. Wu and Mr. Chung have participated in and completed various advisory transactions in respect of connected transactions of listed companies in Hong Kong.

– 47 – APPENDIX I FINANCIAL INFORMATION OF THE GROUP

I. CONSOLIDATED FINANCIAL STATEMENTS

Financial information of the Group for each of the two years ended 30 April 2012 and 2013, for each of the two years ended 31 December 2013 and 2014 and for the six months ended 30 June 2015 are disclosed in the following documents which have been published on the website of the Stock Exchange (www.hkex.com.hk) and the Company’s website (www.fullshare.com):

• Interim report of the Company for the six months ended 30 June 2015 published on 7 September 2015 (pages 2 to 43);

http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0907/LTN20150907623.pdf

• Annual report of the Company for the year ended 31 December 2014 published on 9 April 2015 (pages 43 to 133);

http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0409/LTN201504091473.pdf

• Annual report of the Company for the year ended 31 December 2013 published on 11 March 2014 (pages 34 to 111);

http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0311/LTN20140311730.pdf

• Annual report of the Company for the year ended 30 April 2013 published on 13 August 2013 (pages 27 to 77); and

http://www.hkexnews.hk/listedco/listconews/SEHK/2013/0813/LTN20130813871.pdf

• Annual report of the Company for the year ended 30 April 2012 published on 16 August 2012 (pages 21 to 67).

http://www.hkexnews.hk/listedco/listconews/SEHK/2012/0816/LTN20120816783.pdf

I – 1 APPENDIX I FINANCIAL INFORMATION OF THE GROUP

II. INDEBTEDNESS

Borrowings

As at the close of business on 31 January 2016, being the latest practicable date for the purpose of ascertaining the indebtedness prior to the printing of this circular, the Group had corporate bonds with principal amount of approximately RMB8,810,880 and outstanding secured bank and other loans of approximately RMB798,260,000, in which approximately RMB748,260,000 were secured by the Group’s properties under development and properties held for sale with carrying value of approximately RMB235,284,000 and RMB644,043,000 respectively, investment properties with fair value of approximately RMB313,000,000 and the bank loan of RMB50,000,000 was secured by the properties under development of a former subsidiary of the Group. As at the close of business on 31 January 2016, being the latest practicable date for the purpose of ascertaining the indebtedness prior to the printing of this circular, Anke Group has outstanding secured bank and other loans of approximately RMB31,460,000 which was secured by its trade and bills receivables and pledged deposits with carrying value of approximately RMB4,025,000 and RMB1,033,000 respectively, and unsecured bank and other loans of approximately RMB60,200,000.

Contingent liabilities

The Group provides guarantees to banks in connection with its customers’ mortgage loans to finance their purchase of the residential properties developed by the Group. As of 31 January 2016, outstanding balance of the mortgage loans guaranteed by the Enlarged Group was approximately RMB1,456,414,000. Pursuant to the terms of the guarantees, upon default in mortgage payments by these purchasers, the Group is responsible to repay the outstanding mortgage principals together with accrued interest and penalty owed by the defaulted purchasers to the banks and the Group is entitled to take over the legal title and possession of the related properties. The Group’s guarantee period starts from the dates of grant of the mortgages. The Directors consider that the likelihood of default in payments by purchasers is minimal and therefore the financial guarantees measured at fair value are immaterial.

Save as aforesaid and apart from intra-group liabilities, none of the entities of the Enlarged Group had any debt securities which are issued and outstanding, or authorised or otherwise created but unissued, term loans, other borrowings or indebtedness in the nature of borrowing of the Enlarged Group including bank overdrafts, liabilities under acceptances (other than normal trade bills), acceptance credits or hire purchase commitments, mortgage, charges, guarantees or other material contingent liabilities as at the close of business on 31 January 2016.

I – 2 APPENDIX I FINANCIAL INFORMATION OF THE GROUP

III. WORKING CAPITAL

The Directors are of the opinion that, after taking into account the effect of the transactions and the financial resources and banking facilities available to the Group, the Group will have sufficient working capital to meet its present requirement for at least 12 months following the date of publication of this circular to the Shareholders and in absence of unforeseen circumstances.

IV. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

Upon completion of the Anke Acquisition, the Enlarged Group will further expand its business to the healthcare industry in the PRC.

As discussed in the section headed ‘‘Reasons for and Benefits on the Anke Acquisition’’ in the letter from the Board, the Anke Group has over decades of operational history and it is a proven and well-established business in the PRC. The supportive national policies, emerging trend of aging population, increasing consumption power and health awareness create an enormous market space for the Anke Group in the medical device industry in the PRC.

The Anke Group has been launching new or upgraded products to meet markets demand and cater for patients needs according to market trend and in response to clinical feedbacks. The Anke Group will continue its dedication to the development of quality medical devices, and to conduct optimisation and modification of existing products. The Anke Group will invest more resources in research and development so as to build a more comprehensive and advanced product series to attract higher profit margin and expand the brand influence of the Anke Group.

The Anke Group will continue adhering to the direction of developing premium health services and medical device businesses, which will enable the Group to achieve competitive edge in the healthcare business sector and to capture opportunities amid the affirmative support from the PRC national policies.

Looking forward, the PRC’s economic development will drive the demand for high quality health services and devices. The Board is of opinion that the Group will benefit from the fast growing healthcare industry and the favourable development trend.

I – 3 APPENDIX I FINANCIAL INFORMATION OF THE GROUP

As disclosed in the annual report of the Company for the year ended 31 December 2014 and the interim report of the Company for the six months ended 30 June 2015, it is the Group’s business direction to expand its business into the healthcare industry alongside its existing businesses of property development, green building services and investment. Based on this development strategy and upon the Anke Completion, the Group’s will continue to maintain a stable development in its property business, while on the other hand, the Group will speed up the development of green buildings services and actively promote the development of the healthcare business to become a comprehensive enterprise aiming at scalable application of green energy conservation technology and construction of healthcare value chain. In addition, the Group will continue to identify suitable investments and treasury products in the market on the principles of potential return of investments or the synergy effects from such investments, to further expand the sources of investment income and stabilize the direction of long-term investment strategy. These should give diversification and differential advantages for the Group, balance the Group’s business structure and bring good returns to the Shareholders.

V. MATERIAL ACQUISITIONS

MATERIAL ACQUISITIONS SINCE LATEST PUBLISHED AUDITED CONSOLIDATED ACCOUNTS OF THE GROUP

Since 31 December 2014 (being the date to which the latest published audited accounts of the Company have been made up), and up to the Latest Practicable Date, the Group has entered into the following material acquisitions:

Aggregate Nature of consideration of business of the acquisitions or companies proposed Name of companies acquired or acquisitions and acquired or proposed proposed to be Equity settlement of Date of Agreements to be acquired acquired interests consideration Completion

20 January 2015 Jiangsu Anjiali Zhiye Property 100% RMB438,000,000 Completion took Company Limited* development settled in cash place on 12 （江蘇安家利置業有限 February 2015 公司）and its subsidiairies (Note 1)

12 May 2015 Nanjing Far-seeker Investment, 95% RMB28,000,000 Completion took Energy Technology contruction settled in cash placeon17June Company Limited* management and 2015 （南京法斯克能源科技 operation 發展有限公司） mangement in energy station

I – 4 APPENDIX I FINANCIAL INFORMATION OF THE GROUP

Shanghai Far-seeker Green building 100% Energy Technology Company Limited* （上海法斯克能源科技有限公司）

Nanjing Fullshare Hotel, hospital 100% Energy Management and office park Company Limited* and operation （南京豐盛能源管理有限公司）

Anhui Green Building Green building 100% Company Limited* （安徽省綠色建築有限公司）

24 June 2015 Zall Development Property 90% RMB736,000,000 Completion took (Shenyang) Limited* development settled by placeon26June （卓爾發展（瀋陽）有 issuance of 2015 限公司）(Note 2) 681,480,000 Shares at HK$1.35 each

Zall Trading Property 90% Development development (Xiaogan) Limited* （卓爾商貿發展（孝感）有限公司）and its 100% subsidiary, Zall Development (Xiaogan) Limited* （卓爾發展（孝感）有限公司）(Note 2)

I – 5 APPENDIX I FINANCIAL INFORMATION OF THE GROUP

13 October 2015 Rich Unicorn Holdings Investment 100% HK$1,042,956,000 Completion took Limited holding settled by place on 23 issuance of November 2015 937,910,000 Shares at HK$1.112 each

27 November 2015 Jiangsu Anke Science Property 100% RMB21,471,000 to Completion has and Technology development be settled in cash not taken place Development Co., as at the Latest Ltd.*（江蘇安科科技 Practicable Date 發展有限公司）

Notes:

1. On 9 November 2015, the Group made an announcement on its proposed disposals of its entire equity interest in (i) Jurong Dasheng Property Development Company Limited*（句容達盛房地產開發有限公司）and (ii) Jurong Dingsheng Property Development Company Limited*（句容鼎盛房地產開發有限公司）which are both direct wholly-owned by Jiangsu Anjiali Zhiye Company Limited*（江蘇安家利置業有限公司）and indirect wholly-owned by the Company. It is expected that an aggregate gain of approximately RMB67,858,000 will be recorded from such disposals. Completion of such disposals took place on 27 November 2015.

2. On 6 November 2015, the Group made an announcement on its proposed disposals of its entire equity interest in (i) Active Mind Investments Limited,whichinturnowns90%of Zall Development (Shenyang) Limited*（卓爾發展（瀋陽）有限公司）and (ii) Advance Goal Investments Limited, which indirectly owns 90% of Zall Trading Development (Xiaogan) Limited*（卓爾商貿發展（孝感）有限公司）and in turn holds the entire equity interest in Zall Development (Xiaogan) Limited*（卓爾發展（孝感）有限公司）and it is expected that an aggregate gain of approximately RMB46,697,000 will be recorded from such disposals. Completion of such disposals took place on 4 December 2015.

3. The aggregate of the remuneration payable to and/or benefits in kind receivable by directors of the acquiring companies for each of the above acquisitions will not be varied in consequence of the above acquisitions.

I – 6 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

The following is the text of a report prepared for the purpose of incorporation in this circular, received from the Company’s reporting accountants, SHINEWING (HK) CPA Limited.

24 March 2016

The Board of Directors Fullshare Holdings Limited

Dear Sirs,

We set out below our report on the financial information (the ‘‘Financial Information’’) regarding Shenzhen Anke High-tech Co., Ltd*（深圳安科高技術股份有限公司）(‘‘Shenzhen Anke’’) and its subsidiaries (collectively referred to as the ‘‘Anke Group’’), which comprises the consolidated statements of financial position as at 31 December 2012, 2013 and 2014 and 30 September 2015, the consolidated statements of profit or loss and other comprehensive income, consolidated statements of changes in equity and the consolidated statements of cash flows of the Anke Group for the years ended 31 December 2012, 2013 and 2014 and the nine months ended 30 September 2015 (the ‘‘Relevant Periods’’) together with notes thereto. The Financial Information has been prepared by the directors of Shenzhen Anke for inclusion in Appendix II to the circular dated 24 March 2016 (the ‘‘Circular’’) issued by Fullshare Holdings Limited (‘‘Fullshare’’) in connection with the proposed acquisition of 72.19% equity interest in Shenzhen Anke.

Shenzhen Anke was established in the People’s Republic of China (the ‘‘PRC’’) with limited liability on 31 December 1986. The Anke Group is principally engaged in the manufacture and sale of medical equipment and machineries and provision of related technical services. The address of the registered office and principal place of business of the Shenzhen Anke is 26 Yanshan Road, Shekou, Shenzhen, Guangdong, the PRC.

II – 1 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

As at 31 December 2012, 2013 and 2014 and 30 September 2015 and at the date of this report, Shenzhen Anke has the following subsidiaries:

Equity interests attribute to Shenzhen Anke As at Date and place of Fully paid 30 Date of this Name of subsidiary establishment registered capital As at 31 December September report Principal activities 2012 2013 2014 2015

Shenzhen Anke Software 15 May 2013 30 September 2015: N/A 100% 100% 100% 100% Software development Technology Co., Ltd. The PRC RMB2,000,000 (‘‘Anke Software Technology’’)* （深圳安科軟件技術有限公司）

Nanjing Anke Medical 9 November 2012 14 August 2013: 100% 100% N/A N/A N/A Trading of medical Equipment Co., Ltd. The PRC RMB28,480,000 equipment (‘‘Nanjing Anke’’)* 9 November 2012: （南京安科醫療設備有限公 RMB10,000,000 司）

Shenzhen Anke Medical 18 August 2015 Note N/A N/A N/A 100% 100% Inactive Investment Co., Ltd. The PRC (‘‘Anke Medical Investment’’)* 深圳安科醫療投資有限公司

Note: The registered capital of Anke Medical Investment amounted to RMB20,000,000 which remained outstanding and not yet paid up to the date of this report.

All companies comprising the Anke Group have adopted 31 December as their financial year end date.

The statutory consolidated financial statements of the Anke Group for the year ended 31 December 2012 were audited by HuaPu TianJian Certified Public Accountants, which are registered in the PRC, and were prepared in accordance with the applicable accounting principles and regulations in the PRC. The statutory consolidated financial statements of the Anke Group for the years ended 31 December 2013 and 2014 were audited by ShineWing Certified Public Accountants Shenzhen Branch, which are registered in the PRC, and were prepared in accordance with the applicable accounting principles and regulations in the PRC.

For the purpose of this report, the directors of Shenzhen Anke have prepared the consolidated financial statements of the Anke Group for the Relevant Periods in accordance with Hong Kong Financial Reporting Standards (‘‘HKFRSs’’) issued by the Hong Kong Institute of Certified Public Accountants (the ‘‘HKICPA’’)(the‘‘Underlying Financial Statements’’). We have carried out independent audit procedures on the Underlying Financial Statements in accordance with Hong Kong Standards on Auditing issued by the HKICPA and carried out such additional procedures as are necessary in accordance with the Auditing Guideline 3.340 ‘‘Prospectuses and the Reporting Accountant’’ issued by the HKICPA.

* English name for identification purpose only

II – 2 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

The Financial Information has been prepared by the directors of Shenzhen Anke based on the Underlying Financial Statements on the basis set out in note 1 to the Financial Information with no adjustments thereto, and in accordance with the applicable disclosure provision of the Hong Kong Companies Ordinance and the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’).

The directors of Shenzhen Anke are responsible for the preparation of the Financial Information that give a true and fair view in accordance with HKFRSs issued by the HKICPA, the disclosure requirements of the Hong Kong Companies Ordinance and the applicable disclosure provisions of the Listing Rules, and for such internal control as the directors of Shenzhen Anke determine is necessary to enable the presentation of the Financial Information that is free from material misstatement, whether due to fraud or error. The directors of Fullshare are responsible for the contents of the Circular in which this report is included.

Our responsibility is to form an independent opinion on the Financial Information based on our procedures and to report our opinion to you.

In our opinion, on the basis of preparation set out in note 1 to the Financial Information, the Financial Information gives, for the purpose of this report, a true and fair view of the financial position of the Anke Group as at 31 December 2012, 2013 and 2014 and 30 September 2015 and of the financial performance and cash flows of the Anke Group for the Relevant Periods.

The comparative consolidated statements of profit or loss and other comprehensive income, cash flows and changes in equity of the Anke Group for the nine months ended 30 September 2014 together with the notes thereto have been extracted from the Anke Group’s unaudited financial information for the same period (the ‘‘30 September 2014 Financial Information’’)which was prepared by the directors of Shenzhen Anke solely for the purpose of this report. We have reviewed the 30 September 2014 Financial Information in accordance with the Hong Kong Standard on Review Engagements 2410 ‘‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’’ issued by the HKICPA. Our review of the 30 September 2014 Financial Information consisted of making enquires, primarily of persons responsible for financial and accounting matters and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the 30 September 2014 Financial Information. Based on our review, nothing has come to our attention that causes us to believe that the 30 September 2014 Financial Information is not prepared, in all material respects, in accordance with the accounting policies consistent with those used in the preparation of the Financial Information which conform with HKFRSs.

II – 3 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

I. FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Nine months Year ended 31 December ended 30 September Notes 2012 2013 2014 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited)

Revenue 7 106,474 203,815 274,960 179,314 238,806 Cost of sales (89,476) (141,676) (187,150) (122,155) (166,895)

Gross profit 16,998 62,139 87,810 57,159 71,911

Other income and gains 10 16,522 27,214 25,600 16,361 10,375 Selling expenses (39,374) (42,088) (46,399) (31,597) (37,422) Administrative expenses (38,995) (39,431) (50,109) (32,394) (19,290) Finance costs 11 (3,076) (4,500) (6,013) (3,589) (4,972)

(Loss) profit before tax (47,925) 3,334 10,889 5,940 20,602 Income tax credit (expense) 12 6,410 (1,313) (2,644) (1,541) (3,662)

(Loss) profit and total comprehensive (expense) income for the year/period 13 (41,515) 2,021 8,245 4,399 16,940

Attributable to: Owners of the Company (41,120) 2,021 8,245 4,399 16,940 Non-controlling interests (395) ––––

(41,515) 2,021 8,245 4,399 16,940

Note: (Loss) earnings per share of the Anke Group for the years ended 31 December 2012, 2013 and 2014 and nine months ended 30 September 2014 and 2015 are not presented as such information is not considered meaningful in the context of this report.

II – 4 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at 30 As at 31 December September Notes 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Non-current assets Property, plant and equipment 15 13,742 8,999 9,839 11,922 Intangible assets 16 –––8,171 Prepaid lease payments 17 – 24,775 –– Deposit for acquisition for prepaid lease payments 3,170 ––– Trade receivables 20 23,193 27,262 40,046 37,814 Deferred tax assets 18 7,798 6,485 4,766 4,605

47,903 67,521 54,651 62,512

Current assets Inventories 19 98,616 88,649 84,493 72,266 Trade and other receivables 20 82,518 124,491 188,012 256,780 Prepaid lease payments 17 – 510 –– Tax recoverable 733 1,374 6,390 3,148 Pledged deposits 21 – 8,004 4,773 5,343 Bank balances and cash 21 24,719 36,641 41,363 13,360

206,586 259,669 325,031 350,897

Current liabilities Trade and other payables 22 96,431 104,279 127,112 139,515 Receipts in advance 54,116 43,602 9,176 12,052 Bank and other borrowings 23 39,739 59,169 84,744 86,447 Deferred income 25 – 6,083 8,982 7,904

190,286 213,133 230,014 245,918

Net current assets 16,300 46,536 95,017 104,979

Total assets less current liabilities 64,203 114,057 149,668 167,491

Capital and reserves Paid in capital 24 100,000 102,300 114,300 114,300 Reserves (35,797) 11,757 32,323 49,263

Total equity 64,203 114,057 146,623 163,563

Non-current liability Other borrowings 23 ––3,045 3,928

Total equity and non-current liability 64,203 114,057 149,668 167,491

II – 5 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Capital Non- Paid in Capital Statutory Other (Accumulated Total controlling capital reserve reserves reserve losses) equity interests Total (note i) (note ii) (note iii) RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

At 1 January 2012 90,210 – 50 – (38,078) 52,182 (1,401) 50,781

Contribution received from equity holders 9,790 39,160 –––48,950 – 48,950 Loss and total comprehensive expense for the year ––––(41,120) (41,120) (395) (41,515) Disposal of a subsidiary (note 9a) ––(50) 4,241 – 4,191 1,796 5,987

At 31 December 2012 and 1 January 2013 100,000 39,160 – 4,241 (79,198) 64,203 – 64,203

Contribution received from equity holders 2,300 45,533 –––47,833 – 47,833 Profit and total comprehensive income for the year ––––2,021 2,021 – 2,021

At 31 December 2013 and 1 January 2014 102,300 84,693 – 4,241 (77,177) 114,057 – 114,057

Contribution received from equity holders 12,000 9,240 –––21,240 – 21,240 Profit and total comprehensive income – for the year ––– 8,245 8,245 – 8,245 Disposal of a subsidiary (note 9b) –––3,081 – 3,081 – 3,081

At 31 December 2014 and 1 January 2015 114,300 93,933 – 7,322 (68,932) 146,623 – 146,623

Profit and total comprehensive income for the period ––––16,940 16,940 – 16,940

At 30 September 2015 114,300 93,933 – 7,322 (51,992) 163,563 – 163,563

At 1 January 2014 (audited) 102,300 84,693 – 4,241 (77,177) 114,057 – 114,057

Profit and total comprehensive income for the period ––––4,399 4,399 – 4,399

At 30 September 2014 (unaudited) 102,300 84,693 – 4,241 (72,778) 118,456 – 118,456

II – 6 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

Notes:

(i) The amount represented the surplus amount of contributions from equity holders of Shenzhen Anke over the registered capital of Shenzhen Anke.

(ii) In accordance with the PRC Company Law and Shenzhen Anke and its subsidiaries’ Articles of Association, Shenzhen Anke and its subsidiaries are required to appropriate 10% of its annual statutory net profit as determined in accordance with relevant statutory rules and regulations applicable to enterprises established in the PRC (after offsetting any prior years’ losses) to the statutory reserve. When the balance of such reserve fund reaches 50% of the entity’s capital, any further appropriation is optional. The statutory reserve can be utilised to offset prior years’ losses or to increase capital. However, such balance of the statutory reserve must be maintained at a minimum of 25% of the capital after such usages.

(iii) Other reserve arose from the gain on disposal of subsidiaries to counterparties, for which Mr. Ji is the controlling shareholder, and it is accounted for as a deemed contribution from an equity owner.

II – 7 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended Year ended 31 December 30 September 2012 2013 2014 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited)

OPERATING ACTIVITIES (Loss) profit before tax (47,925) 3,334 10,889 5,940 20,602 Adjustments for: Depreciation for property, plant and equipment 1,919 3,084 2,402 1,843 1,870 Loss (gain) on disposal of property, plant and equipment 98 (6,828) (1,760) (1,835) – Provision of impairment of trade and other receivables 3,950 5,343 4,240 4,240 – Allowance of inventories 14,176 –––– Amortisation of prepaid lease payment – 280 503 452 – Bank interest income (4) (77) (100) (78) (96) Other interest income (4,129) (6,095) (5,237) (2,726) (3,963) Finance cost 3,076 4,500 6,013 3,589 4,972 Government grants (3,377) (1,419) (645) (411) (109) Utilisation of government grants – (2,317) (7,501) (3,088) (2,438) Written off of receipts in advance (412) (1,959) (164) (164) –

Operating cash (outflows) inflows before movements in working capital (32,628) (2,154) 8,640 7,762 20,838 Decrease (increase) in trade and other receivables 27,067 (51,385) (80,567) (25,088) (66,536) (Increase) decrease in inventories (62,195) 9,967 4,156 37,606 12,227 (Decrease) increase in trade and other payables (38,437) 7,848 52,857 (34,422) 12,403 Increase (decrease) in receipts in advance 45,384 (8,555) (34,262) (28,122) 2,876

Cash used in operations (60,809) (44,279) (49,176) (42,264) (18,192) PRC taxes paid (200) (641) (5,941) (687) (259)

NET CASH USED IN OPERATING ACTIVITIES (61,009) (44,920) (55,117) (42,951) (18,451)

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Nine months ended Year ended 31 December 30 September 2012 2013 2014 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited)

INVESTING ACTIVITIES Net cash outflow from disposal of a subsidiary (408) – (1,666) –– Placement of pledged bank deposits – (9,552) (13,604) (9,870) (9,398) Withdrawal of pledged bank deposits – 1,548 16,835 13,136 8,828 Proceeds from disposal of property, plant and equipment – 13,786 1,935 1,922 – Acquisition of prepaid lease payments (3,170) (22,395) ––– Acquisition of property, plant and equipment (7,628) (5,299) (3,890) (2,055) (3,953) Investment in intangible assets ––––(8,171) Interest received 4,133 6,172 5,337 2,804 4,059

NET CASH (USED IN) FROM INVESTING ACTIVITIES (7,073) (15,740) 4,947 5,937 (8,635)

FINANCING ACTIVITIES Capital contributions received 48,950 47,833 21,240 –– Bank and other borrowings raised 39,739 104,169 89,387 54,387 65,960 Repayment of bank and other borrowings (28,261) (84,739) (60,767) (39,834) (63,374) Interest paid (3,076) (4,500) (6,013) (3,589) (4,972) Government grants received 3,377 9,819 11,045 10,811 1,469

NET CASH FROM (USED IN) FINANCING ACTIVITIES 60,729 72,582 54,892 21,775 (917)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (7,353) 11,922 4,722 (15,239) (28,003)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR/PERIOD 32,072 24,719 36,641 36,641 41,363

CASH AND CASH EQUIVALENTS AT END OF THE YEAR/PERIOD, represented by bank balances and cash 24,719 36,641 41,363 21,402 13,360

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NOTES TO THE FINANCIAL INFORMATION

1. Corporation information and basis of presentation

Shenzhen Anke was established in the PRC on 31 December 1986 with limited liability. The address of its registered office and principal place of business is at No. 26, Yuanshan Road, SheKou, Nanshan District, Shenzhen, Guangdong Province, the PRC. The principal activity of the Anke Group is manufacture and sale of medical equipment and machineries and provision of related technical services.

At the date of this report, the ultimate holding company and immediate holding company of the Anke Group are Nanjing Fullshare Industrial Holding Group Co. Limited* (‘‘南京豐盛產業控股集團有限公司’’)(‘‘Nanjing Fullshare Holding’’) which was established in the PRC and controlled by Mr. Ji Changqun (‘‘Mr. Ji’’) a substantial shareholder and a director of Fullshare.

The Financial Information is presented in Renminbi (‘‘RMB’’), which is the same as the functional currency of Shenzhen Anke and its subsidiaries.

2. Application of new and revised Hong Kong Financial Reporting Standards (‘‘HKFRSs’’)

For the purpose of preparing and presenting the Financial Information for the Relevant Periods, the Anke Group has consistently adopted all the relevant Hong Kong Accounting Standards (‘‘HKASs’’), HKFRSs, amendments and the related interpretations issued by the HKICPA which are effective for the Anke Group’s financial year beginning on 1 January 2015.

The Anke group has not early applied the following new and revised HKFRSs that have been issued but are not yet effective:

HKFRS 9 (2014) Financial Instruments3 HKFRS 14 Regulatory Deferral Accounts2 HKFRS 15 Revenue from Contracts with Customers3 Amendments to HKFRSs Annual Improvements to HKFRSs 2012 – 2014 Cycle1 Amendments to HKAS 1 Disclosure initiatives1

* For identification purpose only.

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Amendments to HKAS 16 and Clarification of Acceptance Methods of HKAS 38 Depreciation and Amortisation1 Amendments to HKAS 16 and Agriculture: Bearer Plants1 HKAS 41 Amendments to HKAS 27 Equity Method in Separate Financial Statements1 Amendments to HKFRS 10 and Sale or Contribution of Assets between an Investor HKAS 28 and its Associate or Joint Venture1 Amendments to HKFRS 10, Investment Entities: Applying the Consolidation HKFRS 12 and HKAS 28 Exception1 Amendments to HKFRS 11 Accounting for Acquisitions of Interests in Joint Operations1

1 Effective for annual periods beginning on or after 1 January 2016. 2 Effective for first annual HKFRS financial statements beginning on or after 1 January 2016. 3 Effective for annual periods beginning on or after 1 January 2018.

The directors of Shenzhen Anke anticipate that, except as described below, the application of the new and revised HKFRSs will have no material impact on the results and the financial position of the Anke Group.

HKFRS 9 (2014) Financial Instruments

HKFRS 9 issued in 2009 introduces new requirements for the classification and measurement of financial assets. HKFRS 9 was subsequently amended in 2010 to include the requirements for the classification and measurement of financial liabilities and for derecognition. In 2013, HKFRS 9 was further amended to bring into effect a substantial overhaul of hedge accounting that will allow entities to better reflect their risk management activities in the financial statements. A finalised version of HKFRS 9 was issued in 2014 to incorporate all the requirements of HKFRS 9 that were issued in previous years with limited amendments to the classification and measurement by introducing a ‘‘fair value through other comprehensive income’’ (‘‘FVTOCI’’) measurement category for certain financial assets. The finalised version of HKFRS 9 also introduces an ‘‘expected credit loss’’ model for impairment assessments.

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Key requirements of HKFRS 9 (2014) are described as follows:

• All recognised financial assets that are within the scope of HKAS 39 Financial Instruments: Recognition and Measurement to be subsequently measured at amortised cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortised cost at the end of subsequent accounting periods. Debt instruments that are held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets, and that have contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, are measured at FVTOCI. All other debt investments and equity investments are measured at their fair values at the end of subsequent reporting periods. In addition, under HKFRS 9 (2014), entities may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognised in profit or loss.

• With regard to the measurement of financial liabilities designated as at fair value through profit or loss, HKFRS 9 (2014) requires that the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is presented in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value of financial liabilities attributable to changes in the financial liabilities’ credit risk are not subsequently reclassified to profit or loss. Under HKAS 39, the entire amount of the change in the fair value of the financial liability designated as at fair value through profit or loss was presented in profit or loss.

• In the aspect of impairment assessments, the impairment requirements relating to the accounting for an entity’s expected credit losses on its financial assets and commitments to extend credit were added. Those requirements eliminate the threshold that was in HKAS 39 for the recognition of credit losses. Under the impairment approach in HKFRS 9 (2014) it is no longer necessary for a credit event to have occurred before credit losses are recognised. Instead, expected credit losses and changes in those expected credit losses should always be accounted for. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition and, consequently, more timely information is provided about expected credit losses.

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• HKFRS 9 (2014) introduces a new model which is more closely aligns hedge accounting with risk management activities undertaken by companies when hedging their financial and non-financial risk exposures. As a principle-based approach, HKFRS 9 (2014) looks at whether a risk component can be identified and measured and does not distinguish between financial items and non-financial items. The new model also enablesanentitytouseinformationproducedinternallyforrisk management purposes as a basis for hedge accounting. Under HKAS 39, it is necessary to exhibit eligibility and compliance with the requirements in HKAS 39 using metrics that are designed solely for accounting purposes. The new model also includes eligibility criteria but these are based on an economic assessment of the strength of the hedging relationship. This can be determined using risk management data. This should reduce the costs of implementation compared with those for HKAS 39 hedge accounting because it reduces the amount of analysis that is required to be undertaken only for accounting purposes.

HKFRS 9 (2014) will become effective for annual periods beginning on or after 1 January 2018 with early application permitted.

The directors of Shenzhen Anke anticipate that the adoption of HKFRS 9 (2014) in the future may have a significant impact on the amounts reported in respect of the Anke Group’s financial assets and financial liabilities. Regarding the Anke Group’s financial assets and financial liabilities, it is not practicable to provide a reasonable estimate of that effect until a detailed review has been completed.

HKFRS 15 Revenue from Contracts with Customers

The core principle of HKFRS 15 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Thus, HKFRS 15 introduces a model that applies to contracts with customers, featuring a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognised. The five steps are as follows:

i) Identify the contract with the customer;

ii) Identify the performance obligations in the contract;

iii) Determine the transaction price;

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iv) Allocate the transaction price to the performance obligations; and

v) Recognise revenue when (or as) the entity satisfies a performance obligation.

HKFRS 15 also introduces extensive qualitative and quantitative disclosure requirements which aim to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

HKFRS 15 will supersede the current revenue recognition guidance including HKAS 18 Revenue, HKAS 11 Construction Contracts and the related Interpretations when it becomes effective.

HKFRS 15 will become effective for annual periods beginning on or after 1 January 2018 with early application permitted. The directors of the Shenzhen Anke anticipate that the application of HKFRS 15 in the future may have a material impact on the amounts reported and disclosures made in the Financial Information. However, it is not practicable to provide a reasonable estimate of the effect of HKFRS 15 until the Anke Group performs a detailed review.

Annual Improvement to HKFRSs 2012 – 2014 Cycle

The Annual Improvements to HKFRSs 2012-2014 Cycle include a number of amendments to various HKFRSs, which are summarised below.

The amendments to HKFRS 5 clarify that changing from one of the disposal methods (i.e. disposal through sale or disposal through distribution to owners) to the other should not be considered to be a new plan of disposal, rather it is a continuation of the original plan. There is therefore no interruption of the application of the requirements in HKFRS 5. Besides, the amendments also clarify that changing the disposal method does not change the date of classification.

The amendments to HKFRS 7 clarify that a servicing contract that includes a fee can constitute continuing involvement in a financial asset. An entity must assess the nature of the fee and arrangement against the guidance for continuing involvement in HKFRS 7 in order to assess whether the additional disclosures for any continuing involvement in a transferred asset that is derecognised in its entirety are required. Besides, the amendments to HKFRS 7 also clarify that disclosures in relation to offsetting financial assets and financial liabilities are not required in the condensed interim financial report, unless the disclosures provide a significant update to the information reported in the most recent annual report.

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The amendments to HKAS 19 clarify that the market depth of high quality corporate bonds is assessed based on the currency in which the obligation is denominated, rather than the country where the obligation is located. When there is no deep market for high quality corporate bonds in that currency, government bond rates must be used.

HKAS 34 requires entities to disclose information in the notes to the interim financial statements ‘if not disclosed elsewhere in the interim financial report’.The amendments to HKAS 34 clarify that the required interim disclosures must either be in the interim financial statements or incorporated by cross-reference between the interim financial statements and wherever they are included within the greater interim financial report. The other information within the interim financial report must be available to users on the same terms as the interim financial statements and at the same time. If users do not have access to the other information in this manner, then the interim financial report is incomplete.

The directors do not anticipate that the application of the amendments included in the Annual Improvements to HKFRSs 2012-2014 Cycle will have a material effect on the Anke Group’s Financial Information.

Amendments to HKAS 16 and HKAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation

The amendments to HKAS 16 prohibit the use of revenue-based depreciation methods for property, plant and equipment under HKAS 16. The amendments to HKAS 38 introduce a rebuttable presumption that the use of revenue-based amortisation methods for intangible assets is inappropriate. This presumption can be rebutted only in the following limited circumstances:

i) when the intangible asset is expressed as a measure of revenue;

ii) when a high correlation between revenue and the consumption of the economic benefits of the intangible assets could be demonstrated.

The amendments to HKAS 16 and HKAS 38 will become effective for financial statements with annual periods beginning on or after 1 January 2016. Earlier application is permitted. The amendments should be applied prospectively.

As the Anke Group use straight-line method for depreciation of property, plant and equipment, the directors of Shenzhen Anke do not anticipate that the application of the amendments to HKAS 16 and HKAS 38 will have a material impact on the Anke Group’s Financial Information.

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Amendments to HKAS 27 Equity Method in Separate Financial Statements

The amendments to HKAS 27 allow an entity to apply the equity method to account for its investments in subsidiaries, joint ventures and associates in its separate financial statements. As a result of the amendments, the entity can choose to account for these investments either:

i) at cost;

ii) in accordance with HKFRS 9 (or HKAS 39); or

iii) using the equity method as described in HKAS 28.

The amendments to HKAS 27 will become effective for financial statements with annual periods beginning on or after 1 January 2016. Earlier application is permitted. The amendments should be applied retrospectively.

As Shenzhen Anke does not have any investment in associates or joint ventures, the directors of Shenzhen Anke do not anticipate that the application of the amendments to HKAS 27 will have a material impact on the Shenzhen Anke’s financial statements.

Amendments to HKAS 1 Disclosure Initiative

The amendments clarify that companies should use professional judgement in determining what information as well as where and in what order information is presented in the financial statements. Specifically, an entity should decide, taking into consideration all relevant facts and circumstances, how it aggregates information in the financial statements, which include the notes. An entity does not require to provide a specific disclosure required by a HKFRS if the information resulting from that disclosure is not material. This is the case even if the HKFRS contain a list of specific requirements or describe them as minimum requirements.

Besides, the amendments provide some additional requirements for presenting additional line items, headings and subtotals when their presentation is relevant to an understanding of the entity’s financial position and financial performance respectively. Entities, in which they have investments in associates or joint ventures, are required to present the share of other comprehensive income of associates and joint ventures accounted for using the equity method, separated into the share of items that (i) will not be reclassified subsequently to profit or loss; and (ii) will be reclassified subsequently to profit or loss when specific conditions are met.

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Furthermore, the amendments clarify that:

(i) an entity should consider the effect on the understandability and comparability of its financial statements when determining the order of the notes; and

(ii) significant accounting policies are not required to be disclosed in one note, but instead can be included with related information in other notes.

The amendments will become effective for financial statements with annual periods beginning on or after 1 January 2016. Earlier application is permitted.

The directors of the Shenzhen Anke anticipate that the application of Amendments to HKAS 1 in the future may have a material impact on the disclosures made in the Financial Information.

3. Significant accounting policies

The Financial Information has been prepared in accordance with HKFRSs issued by the HKICPA. In addition, the Financial Information includes applicable disclosures required by the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and by the Hong Kong Companies Ordinance.

The Financial Information has been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for goods and service.

Fairvalueisthepricethatwouldbereceivedtosellanassetorpaidtotransfera liability in an orderly transaction between market participants in the principal (or more advantageous) market at the measurement date under current market condition (i.e. an exit price), regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Anke Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in the Financial Information is determined on such a basis, except for share-based payment transactions that are within the scope of HKFRS 2, leasing transactions that are within the scope of HKAS 17, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in HKAS 2 or value in use in HKAS 36.

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In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

• Level 3 inputs are unobservable inputs for the asset or liability.

The principal accounting policies are set out below.

Basis of consolidation

The Financial Information incorporate the financial statements of Shenzhen Anke and entities controlled by Shenzhen Anke (i.e. its subsidiaries). If a subsidiary prepares its financial statements using accounting policies other than those adopted in the Financial Information for like transactions and events in similar circumstances, appropriate adjustments are made to that subsidiary’s financial statements in preparing the Financial Information to ensure conformity with the group’s accounting policies.

Control is achieved where Shenzhen Anke has: (i) the power over the investee; (ii) exposure, or rights, to variable returns from its involvement with the investee; and (iii) the ability to use its power over the investee to affect the amount of Shenzhen Anke’s returns. When Shenzhen Anke has less than a majority of the voting rights of an investee, power over the investee may be obtained through: (i) a contractual arrangement with other vote holders; (ii) rights arising from other contractual arrangements; (iii) Shenzhen Anke’s voting rights and potential voting rights; or (iv) a combination of the above, based on all relevant facts and circumstances.

Shenzhen Anke reassess whether it controls an investee if facts and circumstances indicate that there are changes to one or more of these elements of control stated above.

Consolidation of a subsidiary begins when the Shenzhen Anke obtains control of the subsidiary and cease when Shenzhen Anke loses control of the subsidiary.

Income and expenses of subsidiaries are included in the consolidated statements of profit or loss and other comprehensive income from the date Shenzehn Anke gains control until the date when Shenzhen Anke ceases to control the subsidiary.

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Profit or loss and each component of other comprehensive income of subsidiaries are attributed to the owners of Shenzhen Anke and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of Shenzhen Anke and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the Anke Group are eliminated in full on consolidation.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods sold and services rendered in the normal course of business, net of sales related taxes.

(i) Sales of goods

Revenue from the sale of goods is recognised when the goods are delivered and titles have passed, at which time all the following conditions are satisfied:

• the Anke Group has transferred to the buyer the significant risks and rewards of ownership of the goods;

• the Anke Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

• the amount of revenue can be measured reliably;

• it is probable that the economic benefits associated with the transaction will flow to the Anke Group; and

• the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Deposits and installments received from sale of goods prior to the date of revenue recognition are included in the consolidated statements of financial position under receipts in advance.

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(ii) Technical services

Service income is recognised when services are provided.

(iii) Interest income

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Anke Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts the estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

The Anke Group as lessee

Operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease.

Government grants

Government grants are not recognised until there is reasonable assurance that the Anke Group will comply with the conditions attaching to them and that the grants will be received.

Government grants are recognised in profit or loss on a systematic basis over the periods in which the Anke Group recognises as expenses the related costs for which the grants are intended to compensate.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Anke Group with no future related costs are recognised in profit or loss in the period in which they become receivable.

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Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

Leasehold land

When a lease includes land, the Anke Group assesses the classification of land as a finance or an operating lease separately based on the assessment as to whether substantially all the risks and rewards incidental to ownership of land have been transferred to the Anke Group.

To the extent the allocation of the lease payments can be made reliably, interest in leasehold land that is accounted for as an operating lease is presented as prepaid lease payments in the consolidated statement of financial position and is amortised over the lease term on a straight-line basis.

Property, plant and equipment

Property, plant and equipment including leasehold land and buildings (classified as finance leases) held for administrative purposes and construction in progress are stated in the consolidated statements of financial position at cost less subsequent accumulated depreciation and impairment losses, if any.

Depreciationisrecognisedsoastoallocate the cost of items of property, plant and equipment less their residual values over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimated accounted for on a prospective basis.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

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Inventories

Inventories are stated at the lower of cost and net realisable value. Costs of inventories are calculated using the weighted average method. Net realisable value represented the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sales.

Impairment losses on tangible and intangible assets

At the end of each reporting period, the Anke Group reviews the carrying amounts of its tangible assets with finite useful lives to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Anke Group estimates the recoverable amount of the cash-generating unit (‘‘CGU’’) to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual CGUs, or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified.

Intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that they may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or CGU) in prior years. A reversal of an impairment loss is recognised as income immediately.

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Intangible assets

Internally-generated intangible assets – research and development expenditure

An internally-generated intangible asset arising from development activities (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;

• the intention to complete the intangible asset and use or sell it;

• the ability to use or sell the intangible asset;

• how the intangible asset will generate probable future economic benefits;

• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

• the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally-generated intangible asset is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

Intangible assets with finite useful lives are carried at costs less accumulated amortisation and any accumulated impairment losses. Amortisation for intangible assets with finite useful lives is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. (see the accounting policy in respect of impairment losses on tangible and intangible assets above).

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset are measured at the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss in the period when the asset is derecognised.

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Expenditure on research activities is recognised as an expense in the period in which it is incurred.

Retirement benefit costs

Payments to the PRC local government defined contribution retirement schemes pursuant to the relevant labour rules and regulations in the PRC are charged as an expense when employees have rendered service entitling them to the contributions.

Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

Financial instruments

Financial assets and financial liabilities are recognised in the statements of financial position when a group entity becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

Financial assets

Financial assets are classified as loan and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

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Effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant periods. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Interest income is recognised on an effective interest basis for debt instruments.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, loans and receivables (including trade and other receivables, pledged deposits and bank balances and cash) are carried at amortised cost using the effective interest method, less any identified impairment loss (see accounting policy on impairment loss on financial assets below).

Interest income is recognised by applying the effective interest rate, except for short-term receivables where the recognition of interest would be immaterial.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the financial assets have been affected.

Objective evidence of impairment could include:

• significant financial difficulty of the issuer or counterparty; or

• breach of contract, such as default or delinquency in interest and principal payments; or

• it becoming probable that the borrower will enter into bankruptcy or financial re-organisation; or

• the disappearance of an active market for that financial asset because of financial difficulties.

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For certain categories of financial assets, such as trade and other receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Anke Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the credit period of 0 day to 3 years or observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortised cost, an impairment loss is recognised in profit or loss when there is objective evidence that the asset is impaired, and is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade and other receivables, where the carrying amount is reduced through the use of an allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss. When trade and other receivable and deposit are considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited to profit or loss.

For financial assets measured at amortised cost, if, in a subsequent period, the amount of impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment losses was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

Financial liabilities and equity instruments

Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Anke Group after deducting all of its liabilities. Equity instruments issued by Shenzhen Anke are recognised at the proceeds received, net of direct issue costs.

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Financial liabilities

Financial liabilities (including trade and other payables and bank and other borrowings) are subsequently measured at amortised cost, using the effective interest method.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant periods. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or where appropriate, a shorter period, to the net carrying amount on initial recognition.

Interest expenses are recognised on an effective interest basis.

Derecognition

The Anke Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Anke Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Anke Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Anke Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Anke Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss.

The Anke Group derecognises financial liabilities when, and only when, the Anke Group’s obligations are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

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Foreign currency transactions

In preparing the financial statements of each individual group entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recorded in the respective functional currency (i.e. the currency of the primary economic environment in which the entity operates) at the rates of exchanges prevailing at the dates of the transactions. At the end of the reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are recognised in profit or loss in the period in which they arise, except for exchange differences arising on a monetary item that forms part of Shenzhen Anke’s net investment in a foreign operation, in which case, such exchange differences are recognised in other comprehensive income and accumulated in equity and will be reclassified from equity to profit or loss on disposal of the foreign operation.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘(loss) profit before tax’ as reported in the consolidated statements of profit or loss and other comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Anke Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Financial Information and the corresponding tax base used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised.

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Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, except where the Anke Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Anke Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss.

Cash and cash equivalents

Bank balances and cash in the consolidated statements of financial position comprise cash at banks and on hand. For the purpose of the consolidated statements of cash flows, cash and cash equivalents consist of bank balances and cash as defined above.

4. Key sources of estimation uncertainty

In the application of The Anke Group’s accounting policies, which are described in note 3, the directors of Shenzhen Anke are required to make estimates and assumptions about the carrying amounts of assets, liabilities, revenue and expenses reported and disclosures made in the Financial Information. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Depreciation of property, plant and equipment

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives, after taking into account their estimated residual values. The determination of the useful lives and residual values involve management’s estimation based on the historical experience of the actual useful lives of the property, plant and equipment of similar nature and functions. The Anke Group assesses annually the residual value and the useful life of the property, plant and equipment and if the expectation differs from the original estimate, such a difference may impact the depreciation in the year and the estimate will be changed in the future period. As at 31 December 2012, 2013 and 2014 and 30 September 2015, the carrying amounts of plant and equipment were approximately RMB13,742,000, RMB8,999,000, RMB9,839,000 and RMB11,922,000. No impairment had been recognised during Relevant Periods.

Estimated impairment of trade and other receivables

When there is objective evidence of impairment loss, the directors of Shenzhen Anke take into consideration the estimation of future cash flows. The amount of the impairment loss is measured as thedifferencebetweentheasset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). Where the actual future cash flows are less than expected, a material impairment loss may arise. As at 31 December 2012, 2013 and 2014 and 30 September 2015, the carrying amounts of trade and other receivables are approximately RMB105,711,000, RMB151,753,000, RMB228,058,000 and RMB294,594,000, net of accumulated impairment loss of RMB13,206,000, RMB18,549,000, RMB22,789,000 and RMB22,789,000 respectively.

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Estimated allowance for inventories

The management of Shenzhen Anke reviews an ageing analysis of inventories at the end of each reporting period and makes allowance for obsolete and slow-moving items identified that are no longer suitable for sale or use. The Anke Group makes allowance for inventories based on the assessment of the net realisable value. The management estimates the net realisable value for inventories based primarily on the latest invoice prices, the costs necessary to make the sale and current market conditions. As at 31 December 2012, 2013 and 2014 and 30 September 2015, the carrying amounts of inventories were approximately RMB98,616,000, RMB88,649,000, RMB84,493,000 and RMB72,266,000, net of accumulated impairment loss of RMB14,176,000, RMB14,176,000, RMB3,000 and RMB3,000 respectively.

5. Capital risk management

The Anke Group manages its capital to ensure that entities in the Anke Group will be able to continue as a going concern while maximising the return to equity holders through the optimisation of debt and equity balances. The Anke Group’s overall strategy remains unchanged during the Relevant Periods.

The capital structure of the Anke Group consists of net debt, which includes bank and other borrowings, net of cash and cash equivalents and equity attributable to owners of the Anke Group, comprising paid in capital and reserves.

The directors of Shenzhen Anke review the capital structure on a continuous basis taking into account the cost of capital and the risk associated with the capital. Based on the recommendations of the directors, the Anke Group will balance its overall capital structure through increasing its paid-up capital, the raising of new debts or the repayment of existing debts.

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6. Financial instruments

a) Categories of financial instruments

As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Financial assets Loans and receivables (including bank balances and cash) 104,441 147,025 228,193 278,396

Financial liabilities At amortised costs 136,042 163,161 214,674 229,625

b) Financial risk management objectives and policies

The Anke Group’s major financial instruments include trade and other receivables, trade and other payables, pledged deposits, bank balances and cash and bank and other borrowings. Details of the financial instruments are disclosed in respective notes. The risks associated with these financial instruments include market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk. The policies on how to mitigate these risks are set out below. The management of manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

Market risk

(i) Foreign currency risk

The Anke Group has foreign currency sales and purchases, which expose the Anke Group to foreign currency risk. Approximately 26%, 15%, 12%, 7% and 7% of the Anke Group’s sales is denominated in currencies other than RMB for the years ended 31 December 2012, 2013 and 2014 and the nine months ended 30 September 2014 and 2015, respectively, whilst almost 99%, 99%, 98%, 97% and 95% of the Anke Grpup’s costs are denominated in RMB for the years ended 31 December 2012, 2013 and 2014 and the nine months ended 30 September 2014 and 2015, respectively.

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The carrying amounts of the Anke Group’s monetary assets and monetary liabilities denominated in currencies other than the respective functional currencies of the relevant group entities at the reporting date are as follows:

Assets As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

United States dollars (‘‘USD’’) 7,380 14,521 26,860 30,987 Euro (‘‘EUR’’)616––

7,386 14,537 26,860 30,987

Liabilities As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

USD 425 2,266 5,839 6,637 EUR – 105 197 193 Pound sterling (‘‘GBP’’) – 800 4,120 8,531 Japanese yen (‘‘YEN’’) – 200 314 3,776

425 3,371 10,470 19,137

The Anke Group currently does not have a foreign currency hedging policy. However, the directors of Shenzhen Anke continuously monitor the related foreign exchange exposure and will consider hedging significant foreign currency exposure should the need arise.

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Sensitivity analysis

The Anke Group is mainly exposed to fluctuation against foreign currencies of USD, EUR, GBP and YEN.

The following table details the Anke Group’s sensitivity to a 10% increase and decrease in functional currency of respective group entities against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the reporting period for a 10% change in foreign currency rates.

A positive number below indicates a decrease in post-tax loss/an increase in post-tax profit where the functional currency of respective group entities weakens 10% against the relevant foreign currencies. For a 10% strengthening of the functional currency of respective group entities against the relevant foreign currencies, there would be an equal and opposite impact on the post-tax loss/post-tax profit.

As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Effect on post-tax loss/ post-tax profit USD 591 1,042 1,787 2,070 EUR 1 (8)(17)(16) GBP – (68) (350) (725) YEN – (17) (27) (321)

In the opinion of the directors of Shenzhen Anke, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end exposure does not reflect the exposure during the year/period.

(ii) Interest rate risk

The Anke Group is exposed to fair value interest rate risk in relation to fixed-rate bank and other borrowings (note 23) and trade receivables (note 20) for the Relevant Periods.

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The Anke Group is also exposed to cash flow interest rate risk related to variable-rate bank and other borrowings (note 23). It is the Anke Group’s policy to keep its borrowings at floating rate of interests so as to minimise the fair value interest rate risk.

The Anke Group is also exposed to cash flow interest rate risk related to bank balances and pledged deposits carried at prevailing market rate. However, such exposure is minimal to the Anke Group as the bank balances are all short- term in nature.

TheAnkeGroup’s exposures to interest rate risk on financial liabilities are detailed in the liquidity risk management section of this note. the Anke Group’s cash flow interest rate risk is mainly concentrated on the fluctuation of the fixed deposit rate as stipulated by the People’s Bank of China arising from the Anke Group’s RMB borrowings.

Sensitivity analysis

The sensitivity analysis below has been determined based on the exposure to interest rates for non-derivative instruments at the end of the reporting period. For variable-rate bank borrowings, the analysis is prepared assuming the amount of liability outstanding at the end of the reporting period was outstanding for the whole year.

For variable-rate bank and other borrowings, if the interest rates had been 50 basis points higher/lower and all other variables were held constant, the Anke Group’s loss after tax would increase/decrease by approximately RMB169,000 during the year ended 31 December 2012, and the profit after tax would decrease/increase by approximately RMB124,000, RMB190,000 and RMB102,000 during the year ended 31 December 2013 and 2014 and nine months ended 30 September 2015 respectively.

(iii) Credit risk

As at 31 December 2012, 2013 and 2014 and 30 September 2015, the Anke Group’s maximum exposure to credit risk which will cause a financial loss to the Anke Group due to failure to discharge an obligation by the counterparties is arising from the carrying amount of the respective recognised financial assets as stated in the consolidated statements of financial position.

The Group has no significant concentration of credit risk on its trade and other receivables as the exposures spread over a number of counterparties.

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In order to minimise the credit risk, the management of the Anke Group has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Anke Group reviews the recoverability of each individual trade debt at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of Shenzhen Anke consider that the Anke Group’screditriskis significantly reduced.

TheAnkeGroup’s concentration of credit risk by geographical locations is mainly in the PRC, which accounted for approximately 100%, 85%, 86% and 87% of the total trade receivables as at 31 December 2012, 2013 and 2014 and 30 September 2015 respectively.

The credit risks for bank balances and pledged deposit are considered minimal as such amounts are placed with banks with high credit ratings assigned by international credit-rating agencies.

Liquidity risk

In the management of the liquidity risk, the Anke Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Anke Group’s operations and mitigate the effects of fluctuations in cash flows. The management of the Anke Group monitors the utilisation of bank and other borrowings and ensures compliance with loan covenants.

The following table details the Anke Group’s remaining contractual maturity for its non-derivative financial liabilities based on the agreed repayment terms. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Anke Group can be required to pay. The table includes both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curve at the end of each reporting period.

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Liquidity risk tables

More than Weighted Within one one year but Total average year or on not exceeding undiscounted Carrying interest rate demand two years cash flow Amount %RMB’000 RMB’000 RMB’000 RMB’000

At 31 December 2012 Trade and other payables – 96,303 – 96,303 96,303 Bank and other borrowings – fixed rate ––––– – variable rate 7.229% 41,382 – 41,382 39,739

137,685 – 137,685 136,042

At 31 December 2013

Trade and other payables 103,992 – 103,992 103,992 Bank and other borrowings – fixed rate 5.703% 31,462 – 31,462 30,000 – variable rate 7.257% 29,652 – 29,652 29,169

165,106 – 165,106 163,161

At 31 December 2014

Trade and other payables 126,885 – 126,885 126,885 Bank and other borrowings – fixed rate 5.139% 42,014 3,125 45,139 43,189 – variable rate 7.114% 45,616 – 45,616 44,600

214,515 3,125 217,640 214,674

At 30 September 2015

Trade and other payables 139,250 – 139,250 139,250 Bank and other borrowings – fixed rate 6.064% 64,254 4,079 68,333 66,475 – variable rate 6.354% 25,265 – 25,265 23,900

228,769 4,079 232,848 229,625

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c) Fair values of financial assets and liabilities

The fair value of financial assets and financial liabilities not measured at fair value on a recurring basis are determined in accordance with generally accepted pricing model based on discounted cash flow analysis.

The directors of Shenzhen Anke consider that the carrying amounts of these financial assets and financial liabilities recorded at amortised cost in the Financial Information approximate their fair values due to short-term or immediate maturities.

7. Revenue

Revenue represents sale of medical equipment and machineries and provision of related technical services by the Anke Group to outside customers less sales related taxes. An analysis of the Anke Group’s revenue is as follows:

Nine months ended Year ended 31 December 30 September 2012 2013 2014 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited)

Sales of medical equipment and machineries 100,241 197,017 264,504 168,898 230,871 Provision of technical services 6,233 6,798 10,456 10,416 7,935

106,474 203,815 274,960 179,314 238,806

8. Segment information

HKFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Anke Group that are regularly reviewed by the chief operating decision maker (the directors of Shenzhen Anke) in order to allocate resources to the segment and to assess its performance.

For management purpose, the Anke Group operates in one business segment based on its products, and has one reportable and operating segment: Sales of medical equipment and machineries and provision of related technical services. The directors of Shenzhen Anke monitor the revenue of its business unit as a whole based on the monthly sales for the purpose of making decisions about resource allocation and performance assessment. Segment revenue and results; and segments assets and liabilities are presented in the consolidated statements of profit or loss and other comprehensive income and consolidated statements of financial position respectively.

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Information about geographical areas

The Anke Group’s operations and non-current assets are located in the PRC.

Information about the Anke Group’s revenue from external customers is presented based on the location of customers.

PRC Overseas Total RMB’000 RMB’000 RMB’000

Year ended 31 December 2012 79,195 27,279 106,474

Year ended 31 December 2013 172,384 31,431 203,815

Year ended 31 December 2014 240,881 34,079 274,960

Nine months ended 30 September 2014 (unaudited) 166,019 13,295 179,314

Nine months ended 30 September 2015 221,264 17,542 238,806

Information about major customers

During the Relevant Periods and the nine months ended 30 September 2014, no single external customer contributing over 10% of the Anke Group’s revenue for the respective period.

9. Disposal of subsidiaries

(a) Year ended 31 December 2012

On 18 December 2012, Shenzhen Anke entered into a sale and purchase agreement with Jiangsu Anke Medical System Engineering Company Limited*（江蘇安科醫療系統工程有限公司）(‘‘Jiangsu Anke’’), for the disposal of its 70% equity interest in Shenzhen City Anke Hospital System Engineering Service Company Limited*（深圳市安科醫院系統工程服務有限公司）(‘‘Anke Hospital’’)ata consideration of RMB1. The transaction was completed on the same date. Mr. Ji is the controlling shareholder of Jiangsu Anke.

* English name for identification purpose only

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The net liabilities of Anke Hospital at the date of disposal were as follows:

Analysis of assets and liabilities over which control was lost: RMB’000

Property, plant and equipment 17 Trade and other receivables 18,950 Bank balances and cash 408 Receipts in advance (6,885) Trade and other payables (18,477)

Net liabilities disposed of (5,987)

Gain on disposal of a subsidiary:

Consideration – Net liabilities disposed of 5,987 Non-controlling interests (1,796)

4,191

Net cash outflow arising on disposal

Consideration – Less: Bank and cash balances disposed of (408)

(408)

The disposal of a subsidiary is accounted for as a contribution from an equity owner, and the resulting gain is recognised in equity.

During the year ended 31 December 2012, Anke Hospital incurred a loss and contributed cash inflows from operating activities of approximately RMB1,316,000 and RMB373,000 to the Anke Group’s loss and net operating cash flows respectively.

(b) Year ended 31 December 2014

In November 2014, Shenzhen Anke entered into a sale and purchase agreement with Fullshare Technology Group Limited*（豐盛科技集團有限公司）(‘‘Fullshare Technology’’), for the disposal of its entire equity interest in Nanjing Anke at a consideration of approximately RMB30,024,000. The transaction was completed on 23 December 2014. Mr. Ji is the controlling shareholder of Fullshare Technology.

* English name for identification purpose only

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The net assets of Nanjing Anke at the date of disposal were as follows:

Consideration: RMB’000

Cash consideration (Note) 30,024

Analysis of assets and liabilities over which control was lost: RMB’000

Property, plant and equipment 473 Prepaid lease payments 24,782 Other receivables 22 Bank balances and cash 1,666

Net assets disposed of 26,943

Gain on disposal of a subsidiary:

Consideration 30,024 Net assets disposed of (26,943)

3,081

Net cash outflow arising on disposal

Consideration (Note) – Less: Bank and cash balances disposed of (1,666)

(1,666)

Note: The cash consideration was settled by amount due to Fullshare Technology of approximately RMB30,024,000.

The disposal of a subsidiary is accounted for as a contribution from an equity owner, and the resulting gain is recognised in equity.

During the year ended 31 December 2014, Nanjing Anke incurred a loss and cash outflows from operating activities and investing activities of approximately RMB1,039,000, RMB551,000 and RMB306,000 to the Anke Group’s profit, net operating cash flows and investing cash flows respectively.

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10. Other income and gains

Nine months ended Year ended 31 December 30 September 2012 2013 2014 2014 2015 Notes RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited)

Bank interest income 4 77 100 78 96 Other interest income 1 4,129 6,095 5,237 2,726 3,963 Gain on disposal of property, plant and equipment – 6,828 1,760 1,835 – Written off of receipts in advance 412 1,959 164 164 – Government grants – utilization of deferred income for the year/ period (note 25) – 2,317 7,501 3,088 2,438 – grants related to expenses recognised as other gains 2 3,377 1,419 645 411 109 Value-added-tax refund 7,856 8,409 9,188 7,380 3,088 Others 744 110 1,005 679 681

16,522 27,214 25,600 16,361 10,375

Notes:

(1) Other interest income represents the interest income from trade receivables which expected to be released longer than one year.

(2) Unconditional government grants in respect of encouragement of use of high-tech medical facilities were granted to the Anke Group during the Relevant Periods and nine months ended 30 September 2014.

11. Finance cost

Nine months ended Year ended 31 December 30 September 2012 2013 2014 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited)

Interest expenses for: Bank borrowings 3,076 4,367 4,339 3,105 3,742 Bills discount and factoring – 133 1,674 484 1,230

3,076 4,500 6,013 3,589 4,972

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12. Income tax (credit) expense

Nine months ended Year ended 31 December 30 September 2012 2013 2014 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited) Current tax: PRC Enterprise Income Tax (‘‘EIT’’) ––925 484 3,501 Deferred tax (6,410) 1,313 1,719 1,057 161

(6,410) 1,313 2,644 1,541 3,662

Notes:

(a) Under the Law of the PRC on Enterprise Income Tax Law (the ‘‘EIT Law’’) and Implementation Regulation of the EIT Law, the tax rate is 25% for the Relevant Periods and the nine months ended 30 September 2014.

(b) Shenzhen Anke is recognised as a High and New-technology Enterprise in the PRC which has been granted tax concessions by the local tax bureau and is entitled to PRC Enterprise Income Tax at concessionary rate of 15% for Relevant Periods and the nine months ended 30 September 2014.

The tax (credit) expense for the year/period can be reconciled to the (loss) profit before tax per the consolidated statements of profit or loss and other comprehensive income as follows:

Nine months ended Year ended 31 December 30 September 2012 2013 2014 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited)

(Loss) profit before tax (47,925) 3,334 10,889 5,940 20,602

Tax at the domestic income tax rate of 25% (11,981) 834 2,722 1,485 5,150 Tax effect of preferential tax rate 4,793 (333) (1,089) (594) (2,060) Tax effect of expenses not deductible for tax purpose 778 812 1,011 650 572

Income tax (credit) expense for the year/period (6,410) 1,313 2,644 1,541 3,662

II – 43 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

13. (Loss) profit for the year/period

(Loss) profit for the year/period has been arrived at after charging:

Nine months ended Year ended 31 December 30 September 2012 2013 2014 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited)

Amortisation of prepaid lease payments – 280 503 452 – Research and development costs recognised as an expense 12,075 16,665 27,767 14,992 7,855 Impairment losses on trade receivables 3,950 5,343 4,240 4,240 –

Directors’ emoluments (note a) 429 580 392 272 536 Staff costs, excluding directors’ emolument (note b) Salaries, wages and other benefits 25,802 38,872 38,070 27,225 23,894 Retirement benefits scheme contributions 3,462 5,184 5,347 3,950 3,487

29,264 44,056 43,417 31,175 27,381

Auditors’ remuneration 89 332 249 249 290 Depreciation of property, plant and equipment 1,919 3,084 2,402 1,843 1,870 Costs of inventories recognised as expenses 74,439 140,550 186,119 121,265 165,232 Loss on disposal of property, plant and equipment 98 –––– Operating lease rentals of properties 1,417 2,750 4,397 3,273 3,619 Allowance of inventories (included in cost of sales) 14,176 ––––

II – 44 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

(a) Directors’ emoluments

The emoluments paid or payable to each of the directors were as follows:

For the year ended 31 December 2012 Salaries, Retirement wages and benefits other scheme Fees benefits contributions Total RMB’000 RMB’000 RMB’000 RMB’000

Emoluments paid or receivable in respect of a person’s services as a director, whether of the Shenzhen Anke or its subsidiary undertaking

Executive directors Mr. Zhu Liming (‘‘Mr. Zhu’’)249––249 Mr.WangBizhan(‘‘Mr. Wang’’)180 ––180

Total 429 ––429

For the year ended 31 December 2013 Salaries, Retirement wages and benefits other scheme Fees benefits contributions Total RMB’000 RMB’000 RMB’000 RMB’000

Emoluments paid or receivable in respect of a person’s services as a director, whether of the Shenzhen Anke or its subsidiary undertaking

Executive directors Mr. Zhu 391 ––391 Mr. Wang 189 ––189

Total 580 ––580

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For the year ended 31 December 2014 Salaries, Retirement wages and benefits other scheme Fees benefits contributions Total RMB’000 RMB’000 RMB’000 RMB’000

Emoluments paid or receivable in respect of a person’s services as a director, whether of the Shenzhen Anke or its subsidiary undertaking

Executive directors Mr. Zhu 392 ––392 Mr. Wu Shaoye (‘‘Mr. Wu’’) (appointed on 16 December 2014) –––– Mr.Wang(resignedon 16 December 2014) ––––

Total 392 ––392

For the nine months ended 30 September 2014 (unaudited) Salaries, Retirement wages and benefits other scheme Fees benefits contributions Total RMB’000 RMB’000 RMB’000 RMB’000

Emoluments paid or receivable in respect of a person’s services as a director, whether of the Shenzhen Anke or its subsidiary undertaking

Executive directors Mr. Zhu 272 ––272 Mr. Wang ––––

Total 272 ––272

II – 46 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

For the nine months ended 30 September 2015 Salaries, Retirement wages and benefits other scheme Fees benefits contributions Total RMB’000 RMB’000 RMB’000 RMB’000

Emoluments paid or receivable in respect of a person’s services as a director, whether of the Shenzhen Anke or its subsidiary undertaking

Executive directors Mr. Zhu 273 ––273 Mr. Wu 263 ––263

Total 536 ––536

Mr. Ji, the director of Shenzhen Anke, is also the chief executive of the Anke Group and no emolument was paid or payable to him by the Anke Group for the Relevant Periods and the nine months ended 30 September 2014.

No director waived or agreed to waive any emoluments paid by the Anke Group during the Relevant Periods and the nine months ended 30 September 2014. No emoluments were paid by the Anke Group to any director as an incentive payment for joining the Anke Group or as compensation for loss of office during the Relevant Periods and the nine months ended 30 September 2014.

(b) Employees’ emoluments

Pursuant to the regulations of the relevant authorities in the PRC, the Anke Group participates in respective government retirement benefit schemes (the ‘‘Schemes’’) whereby the Anke Group is required to contribute to the Schemes to fund the retirement benefits of the eligible employees. Contributions made to the Schemes are calculated based on certain percentages of the applicable payroll costs as stipulated under the requirements in the PRC. The relevant authorities of the PRC are responsible for the entire pension obligations payable to the retired employees. The only obligation of the Anke Group with respect to the Schemes is to pay the ongoing required contributions under the Schemes.

II – 47 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

The total cost charged to consolidated statement of profit or loss and other comprehensive income of approximately RMB3,462,000, RMB5,184,000, RMB5,347,000, RMB3,950,000 and RMB3,487,000 represents contributions payable to these schemes by the Anke Group during the years ended 31 December 2012, 2013 and 2014 and for the nine monthes ended 30 September 2014 and 2015 respectively.

Of the five highest paid individuals for the years ended 31 December 2012, 2013 and 2014 and for the nine months ended 30 September 2014 and 2015 of the Anke Group, two, two, one, one and two were directors of Shenzhen Anke. Details of emoluments paid to the remaining three, three, four, four and three individuals of the Anke Group during the years ended 31 December 2012, 2013 and 2014 and the nine months ended 30 September 2014 and 2015 are as follows:

Nine months ended Year ended 31 December 30 September 2012 2013 2014 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited)

Salaries, allowances and other benefits 552 432 563 454 505 Retirement benefits scheme contributions 50 110 79 61 51

602 542 642 515 556

During the Relevant Periods and the nine months ended 30 September 2014, the emolument of each of the above employees was below HK$1,000,000 per annum.

14. Dividends

No dividend was paid or proposed during the Relevant Periods and the nine months ended 30 September 2014, nor has any dividend been proposed after 30 September 2015.

II – 48 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

15. Property, plant and equipment

Leasehold Furniture and Motor Construction Buildings improvement equipment vehicles in progress Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

COST At 1 January 2012 17,797 2,886 12,359 2,288 – 35,330 Additions – 2,803 4,449 376 – 7,628 Disposals ––(226) (340) – (566) Disposal through disposal of subsidiary ––(186) ––(186)

At 31 December 2012 and 1 January 2013 17,797 5,689 16,396 2,324 – 42,206 Additions 269 2,638 2,225 – 167 5,299 Disposals (16,167) (8,327) (1,553) ––(26,047)

At 31 December 2013 and 1 January 2014 1,899 – 17,068 2,324 167 21,458 Additions 93 – 3,473 18 306 3,890 Disposals (400) – (1,137) ––(1,537) Disposal through disposal of subsidiary ––––(473) (473)

At 31 December 2014 and 1 January 2015 1,592 – 19,404 2,342 – 23,338 Additions 968 – 2,915 70 – 3,953 Disposals ––(2) ––(2)

At 30 September 2015 2,560 – 22,317 2,412 – 27,289

ACCUMULATED DEPRECIATION At 1 January 2012 16,594 673 8,557 1,358 – 27.182 Provided for the year 36 578 1,227 78 – 1,919 Eliminated on disposals ––(161) (307) – (468) Eliminated on disposal of subsidiary ––(169) ––(169)

At 31 December 2012 and 1 January 2013 16,630 1,251 9,454 1,129 – 28,464 Provided for the year 36 1,040 1,850 158 – 3,084 Eliminated on disposals (15,358) (2,291) (1,440) ––(19,089)

At 31 December 2013 and 1 January 2014 1,308 – 9,864 1,287 – 12,459 Provided for the year 292 – 2,037 73 – 2,402 Eliminated on disposals (380) – (982) ––(1,362)

At 31 December 2014 and 1 January 2015 1,220 – 10,919 1,360 – 13,499 Provided for the period 111 – 1,698 61 – 1,870 Eliminated on disposals ––(2) ––(2)

At 30 September 2015 1,331 – 12,615 1,421 – 15,367

CARRYING VALUES At 31 December 2012 1,167 4,438 6,942 1,195 – 13,742

At 31 December 2013 591 – 7,204 1,037 167 8,999

At 31 December 2014 372 – 8,485 982 – 9,839

At 30 September 2015 1,229 – 9,702 991 – 11,922

II – 49 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

Depreciation is recognised so as to write off the cost of property, plant and equipment less their residual value, if any, using the straight line method over their estimated useful lives as follows:

Building Over the shorter of the term of the lease, or 40 years Leasehold improvement Over the term of the lease Furniture and equipment 5-10 years Motor vehicles 5-10 years

Buildings with a carrying amount of approximately RMB20,000, RMB20,000, nil and nil as at 31 December 2012, 2013 and 2014 and 30 September 2015 have been pledged to secure the banking facilities granted to the Anke Group.

16. Intangible assets

Development costs RMB’000

At 1 January 2012, 2013, 2014 and 2015 – Expenditure capitalised 8,171

At 30 September 2015 8,171

Development costs are internally generated and are recorded as intangible assets and amortised from the point at which the asset is ready for use on a straight-line basis over their estimated useful lives not exceeding 5 years. Intangible assets are not yet available for use as at 30 September 2015.

II – 50 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

17. Prepaid lease payments

RMB’000

COST At 1 January 2012, 31 December 2012 and 1 January 2013 – Addition 25,565

At 31 December 2013 and 1 January 2014 25,565 Disposal through disposal of a subsidiary (25,565)

At 31 December 2014 and 30 September 2015 –

AMORTISATION At 1 January 2012, 31 December 2012 and 1 January 2013 – Amortisation for the year 280

At 31 December 2013 and 1 January 2014 280 Amortisation for the year 503 Eliminated on disposal of a subsidiary (783)

At 31 December 2014, 1 January 2015 and 30 September 2015 –

CARRYING VALUES At 31 December 2012 –

At 31 December 2013 25,285

At 31 December 2014 –

At 30 September 2015 –

II – 51 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

The carrying amount of prepaid lease payments of the Anke Group analysed for reporting purposes as:

As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Current assets – 510 –– Non-current assets – 24,775 ––

– 25,285 ––

The prepayments for land use rights in the PRC are amortised over 50 years on a straight-line basis.

18. Deferred tax assets

The followings are the major deferred tax assets recognised and movements thereon during the current and prior reporting periods:

Impairment of Government Tax losses assets grants Total RMB’000 RMB’000 RMB’000 RMB’000

Deferred tax assets At 1 January 2012 – 1,388 – 1,388 Credited to profit or loss 3,691 2,719 – 6,410

31 December 2012 and 1 January 2013 3,691 4,107 – 7,798 (Charged) credited to profit or loss (3,027) 801 913 (1,313)

31 December 2013 and 1 January 2014 664 4,908 913 6,485 (Charged) credited to profit or loss (664) (1,490) 435 (1,719)

31 December 2014 and 1 January 2015 – 3,418 1,348 4,766 Chargedtoprofitorloss ––(161) (161)

At 30 September 2015 – 3,418 1,187 4,605

As at 31 December 2012, 2013, 2014 and 30 September 2015, the Anke Group had unused tax losses of approximately RMB24,608,000, RMB4,429,000, nil and nil respectively.

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19. Inventories

As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Raw materials 9,593 14,748 25,666 35,223 Work in progress 3,161 8,521 13,892 19,479 Finished goods 85,862 65,380 44,935 17,564

98,616 88,649 84,493 72,266

20. Trade and other receivables

As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Trade and bills receivables 91,488 115,370 191,923 266,658 Less: allowance for impairment of trade receivables (13,206) (18,549) (22,789) (22,789)

Trade and bills receivables, net 78,282 96,821 169,134 243,869

Other receivables 1,440 5,559 12,923 15,824 Prepayments 3,548 20,388 7,011 11,776 Other tax receivables 22,441 28,985 38,990 23,125

105,711 151,753 228,058 294,594

Less: non-currunt portion Trade receivables (23,193) (27,262) (40,046) (37,814)

82,518 124,491 188,012 256,780

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The ranges of effective interest rates per annum on the Anke Group’s non-current trade receivables are as follows:

As at 31 December As at 30 September 2012 2013 2014 2015

Fixed rates 3.35% – 3.35% – 3.35% – 3.35% – 9.87% 10.06% 11.78% 12.95%

The Anke Group does not hold any collateral over these balances.

As at 31 December 2012, 2013 and 2014 and 30 September 2015, the balance included trade receivables of approximately RMB23,193,000, RMB27,262,000, RMB40,046,000 and RMB37,814,000, respectively, expected to be recovered one year after the end of the respective reporting period and are classified as non-current. Except for the aforesaid balances, the remaining trade and other receivables balance is non-interest bearing.

As at 31 December 2012, 2013 and 2014 and 30 September 2015, the Anke Group’s trade and bills receivables with carrying amount of approximately nil, nil, RMB12,663,000 and RMB15,769,000 respectively, have been pledged to secure bank and other borrowings granted to the Anke Group.

The directors of Shenzhen Anke consider that there has not been a significant change in credit quality of the other receivables, prepayments and deposits and there is no recent history of default, therefore the amounts are considered recoverable. The other receivables are repayable on demand.

The Anke Group allows an average credit period of 0 day to 3 years to its trade customers. The following is an aged analysis of trade receivables net of allowance for impairment of trade and bills receivables presented based on the invoice date, which approximates the respective revenue recognition dates, at the end of the reporting period.

As at As at 31 December 30 September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

0-90 days 7,036 25,782 52,094 81,388 91-180 days 15,920 7,641 38,237 52,340 181-365 days 8,711 29,300 41,753 63,296 More than 1 year 46,615 34,098 37,050 46,845

78,282 96,821 169,134 243,869

II – 54 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

The Anke Group’s policy for impairment loss on trade and bills receivables is based on an evaluation of collectability and aged analysis of the receivables which requires the use of judgment and estimates. Provisions would apply to the receivables when there are events or changes in circumstances indicate that the balances may not be collectible. The management closely reviews the trade receivables balances and any overdue balances on an ongoing basis and assessments are made by our management on the collectability of these balances.

The following is an aged analysis of trade and bills receivables presented based on the due date at the end of the reporting period:

As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Not yet past due 68,764 79,189 144,249 222,880 Past due: 0-90 days 4,620 9,024 8,434 3,261 91-180 days 780 4,315 3,042 2,639 181-365 days 995 2,191 7,634 5,895 More than 1 year 3,123 2,102 5,775 9,194

78,282 96,821 169,134 243,869

Trade and bills receivables that were neither past due nor impaired related to a wide range of customers for whom there was no recent history of default.

Included in the Anke Group’s trade and bills receivables balances are debtors with aggregate carrying amount of approximately RMB9,518,000, RMB17,632,000, RMB24,885,000 and RMB20,989,000 as at 31 December 2012, 2013 and 2014 and 30 September 2015 respectively which were past due at the end of the reporting period for which the Anke Group has not provided for impairment loss. Receivables that were past due but not impaired related to a number of independent customers with no recent history of default.

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Movement in the impairment on trade receivables:

As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

At the beginning of year/period 9,256 13,206 18,549 22,789 Impairment losses recognised 3,950 5,343 4,240 –

At the end of year/period 13,206 18,549 22,789 22,789

Included in the impairment on trade receivables are individually impaired trade receivables of RMB13,206,000, RMB18,549,000, RMB22,789,000 and RMB22,789,000 as at 31 December 2012, 2013 and 2014 and 30 September 2015 respectively since the directors of Shenzhen Anke considered the prolonged outstanding balances were uncollectible.

21. Pledged deposit and bank balances and cash

(i) Bank balances and cash comprised of cash on hand and deposits with an original maturity of three months or less and represented cash and cash equivalents for the purposes of the consolidated statement of cash flows.

(ii) Bank balances carried interest at prevailing market interest rate ranged from 0.35% to 0.5% per annum for the year ended 31 December 2012, 0.35% per annum for the year ended 31 December 2013 and 2014 and 0.35% for the nine months ended 30 September 2015.

(iii) As at 31 December 2012, 2013 and 2014 and 30 September 2015, deposits amounting to approximately nil, nil, RMB1,000,000 and RMB1,033,000 respectively, have been pledged to secure bank and other borrowings granted of the Anke Group. The remaining deposits of approximately nil, RMB8,004,000, RMB3,773,000 and RMB4,310,000 respectively, have been pledged to secure bills payables.

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22. Trade and other payables

As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Trade and bills payables 73,175 88,803 115,385 129,716

Accrual 14,169 5,202 1,891 1,337 Other tax payables 128 287 227 265 Other payables and deposit received 8,959 9,987 9,609 8,197

96,431 104,279 127,112 139,515

Note: Included in trade and bills payables of approximately RMB46,666,000, RMB157,000, nil and nil as at 31 December 2012, 2013 and 2014 and 30 September 2015 respectively represented the trade payables to a related party controlled by Mr. Ji that is interest-free, unsecured and repayable on demand.

As at 31 December 2012, 2013 and 2014 and 30 September 2015, bills payables of approximately nil, RMB27,456,000, RMB12,815,000 and RMB14,277,000 were secured by pledged deposits as disclosed in note 21.

II – 57 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

The following is an aged analysis of the Anke Group’s trade and bill payables presented based on the invoice date at the end of reporting period:

As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Within 90 days 3,753 28,332 83,103 78,235 91 – 180 days 49,996 59,700 8,771 21,293 181 – 365 days 19,426 482 472 24,641 Over 1 year – 289 23,039 5,547

73,175 88,803 115,385 129,716

The average credit period on purchases of goods is 90 days. The Anke Group has financial risk management policies in place to ensure that all payables are settled within the credit timeframe.

23. Bank and other borrowings

As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Repayable within one year: Bank borrowings Secured 9,739 29,169 40,000 20,000 Guaranteed 30,000 – 4,600 3,900 Unsecured – 30,000 30,000 50,000 Other borrowings Receivables discounted with recourse ––13,189 16,475

39,739 59,169 87,789 90,375

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As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Carrying amount repayable: Within one year 39,739 56,169 84,744 86,447 More than one year but not exceeding two years ––3,045 3,928

39,739 56,169 87,789 90,375

Less: amounts due within one year shown under current liabilities (39,739) (59,169) (84,744) (86,447)

Amounts shown under non-current liability ––3,045 3,928

The Anke Group’s borrowings are interest-bearing as follows:

As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Fixed rate borrowings – 30,000 43,189 66,475 Variable rate borrowings 39,739 29,169 44,600 23,900

39,739 59,169 87,789 90,375

II – 59 APPENDIX II ACCOUNTANT’S REPORT ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

The ranges of effective interest rates per annum on the Anke Group’s borrowings are as follows:

At 31 December At 30 September 2012 2013 2014 2015

Fixed rates N/A 5.703% 3.5% – 5.703% 3% – 12.5%

Variable rates 7.02% – 7.87% 7.257% 6.44% – 7.5% 6.043% – 7.5%

The borrowings were denominated in RMB.

As at 31 December 2012, 2013 and 2014 and 30 September 2015, the secured bank borrowings were secured by certain buildings, pledged deposit and trade and bills receivables as disclosed in note 27.

As at 31 December 2012, bank and other borrowings of approximately RMB30,000,000 was guaranteed by Nanjing City Fourth Construction Engineering Co., Ltd.* (南京市第四建設工程有限公司), an independent third party to the Anke Group. The guarantee has been released upon the repayment of the borrowing during the year ended 31 December 2013.

As at 31 December 2012, 2013 and 2014 and 30 September 2015, bank and other borrowings of approximately nil, nil, RMB4,600,000 and RMB1,000,000 respectively, was guaranteed by Nanjing Fullshare Holding and Mr. Zhu, an executive director of Shenzhen Anke.

As at 31 December 2012, 2013 and 2014 and 30 September 2015, bank and other borrowings of approximately nil, nil, nil and RMB2,900,000 respectively, was guaranteed by several senior management of the Anke Group.

* English name for identification purpose only

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24. Paid in capital

As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Registered and paid in capital At the beginning of year/period 90,210 100,000 102,300 114,300 Capital injection 9,790 2,300 12,000 –

At the end of year/period 100,000 102,300 114,300 114,300

Shenzhen Anke was established on 31 December 1986 with a registered capital of RMB90,210,000 that were fully paid up in cash before 1 January 2012. During the year ended 31 December 2012, 2013 and 2014, Shenzhen Anke increased its registered capital and paid in capital by cash in the amount of RMB9,790,000, RMB2,300,000 and RMB12,000,000 respectively.

25. Deferred income

As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

At the beginning of year/period ––6,083 8,982 Gross receipt of government subsidies – 8,400 10,400 1,360 Recognised in profit or loss – (2,317) (7,501) (2,438)

At the end of year/period – 6,083 8,982 7,904

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The amount represents unconditional government grants received from government for supporting the Group’s technological development projects and sales of high technological products. These cash received will be recognised as income on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate.

26. Operating lease commitment

The Anke Group leases certain of its offices under operating lease arrangements. Lease for properties are negotiated for terms ranging from one to three years and rentals are fixed terms.

At the end of each of the reporting periods, the Anke Group had future minimum lease payments under non-cancellable operating lease which fall due as follows:

As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Within one year 117 3,987 4,030 3,939 In the second to fifth year inclusive 21 9,020 5,178 2,255

138 13,007 9,208 6,194

27. Pledge of assets

At the end of each of the reporting periods, certain assets of the Anke Group were pledged to secure banking facilities granted to the Anke Group:

As at 30 As at 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Property, plant and equipment (note 15) 20 20 –– Pledged deposits (note 21) – 8,004 4,773 5,343 Trade and bills receivables (note 20) ––12,663 15,769

20 8,024 17,436 21,112

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28. Transfers of financial assets

The followings were the Anke Group’s financial assets transferred to banks by discounting those receivables on a full recourse basis. As the Anke Group has not transferred the significant risks and rewards relating to these receivables, it continues to recognise the full carrying amount of the receivables and has recognised the cash received on the transfer as secured borrowings (see note 23). These financial assets are carried at amortised cost in the Anke Group’s consolidated statements of financial position.

At 30 At 31 December September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Bills receivable discounted to banks with full recourse: Carrying amount of transferred assets ––12,663 15,769

Carrying amount of associated liabilities ––13,189 16,475

The maturity dates of trade receivables have not yet due at the end of each reporting periods. As the Anke Group is still exposed to credit risk on these receivables at the end of each reporting period, the cash received from discounted bills discounted to banks for which the maturity dates have not yet been due are recognised as current liabilities in the consolidated statements of financial position.

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29. Related parties transactions

(a) Save as disclosed elsewhere in the Financial Information, Shenzhen Anke entered into the following transactions with related parties during the Relevant Periods and for the nine months ended 30 September 2014:

Nine months ended Year ended 31 December 30 September 2012 2013 2014 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited)

Purchase from Suzhou Anke Medical System Co., Ltd* （蘇州安科醫療系統有限公司）(‘‘Suzhou Anke’’)1 48,098 –––– Purchase from Nanjing Fullshare Superconductivity Technology Co., Ltd* （南京豐盛超導技術有限公司）(‘‘Fullshare Superconductivity’’)1 1,318 ––––

1 Company controlled by Mr. Ji.

Note: All terms were mutually agreed by both parties.

(b) Compensation of key management personnel

The directors of Shenzhen Anke consider that they are the only key management personnel of the Anke Group and details of their remuneration has been disclosed in note 13.

Save as the disclosed elsewhere in the Financial Information, no significant transactions, arrangements and contracts in relation to the Anke Group’sbusinessto which Shenzhen Anke was a party and in which a director of Shenzhen Anke had a material interest, whether directly or indirectly, subsisted at 31 December 2012, 2013 and 2014 and 30 September 2015 or at any time during the Relevant Periods.

* For identification purpose only.

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II. EVENT AFTER REPORTING PERIOD

No significant subsequent events occurred after 30 September 2015.

III. SUBSEQUENT FINANCIAL STATEMENTS

No audited financial statements of the Anke Group have been prepared in respect of any period subsequent to 30 September 2015.

Yours faithfully,

SHINEWING (HK) CPA Limited Certified Public Accountants Wong Hon Kei, Anthony Practising Certificate Number: P05591

Hong Kong

II – 65 APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

The following is an illustrative and unaudited pro forma financial information of Fullshare Holdings Limited (the ‘‘Company’’) and its subsidiaries (hereinafter collectively referred to as the ‘‘Group’’) and Shenzhen Anke High-tech Co., Ltd (‘‘Shenzhen Anke’’) and its subsidiaries (the ‘‘Anke Group’’) (together with the Group, hereinafter referred to as the ‘‘Enlarged Group’’)(the ‘‘Unaudited Pro Forma Financial Information’’), which have been prepared on the basis as set out in the notes below for the purpose of illustrating the effect of the proposed acquisition of 72.19% equity interests in Shenzhen Anke (the ‘‘Anke Acquisition’’).

The Unaudited Pro Forma Financial Information has been prepared in accordance with paragraph 29 of Chapter 4 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, for the purpose of illustrating the effect of the Anke Acquisition as if the Anke Acquisition had been completed on 30 June 2015.

The Unaudited Pro Forma Financial Information has been prepared by the directors of the Company to provide information of the Group upon completion of the Anke Acquisition. It is prepared for illustrative purpose only and based on a number of assumptions, estimates and uncertainties. Because of its hypothetical nature, the Unaudited Pro Forma Financial Information may not give a true picture of the financial position of the Enlarged Group following the completion of the Anke Acquisition or any future date.

The Unaudited Pro Forma Financial Information should be read in conjunction with the pro forma financial information of the Group included in the published circular dated 24 March 2016, the accountant’s report of the Anke Group as set out in Appendix II to the circular and other financial information included elsewhere in the circular.

III – 1 APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE ENLARGED GROUP AS AT 30 JUNE 2015

The Anke The Enlarged The Group Group as at Group as at as at 30 June 30 September 30 June 2015 2015 The Anke Group as at 30 September 2015 2015 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (E)=(B)+(C) (I)=(A)+(E) (A) (B) (C) (D) +(D) (F) (G) (H) +(F)+(G)+(H) (Note 1) (Note 2) (Note 3) (Note 4) (Note 5) (Note 6) (Note 7)

Non-current assets Property, plant and equipment 136,539 11,922 15,581 (15,581) 11,922 148,461 Investment properties 322,600 –– 322,600 Intangible assets – 8,171 8,171 8,171 Goodwill 38,086 –– 38,086 Prepaid land lease payments 1,680 –– 1,680 Financial asset designated at fair value through profit or loss 10,000 –– 10,000 Investment in subsidiaries –– –140,000 (140,000) – Trade receivables – 37,814 37,814 37,814 Deferred tax asset 27,146 4,605 4,605 31,751

536,051 62,512 62,512 598,563

Current assets Consideration receivable 420,300 –– 420,300 Loan receivable 350,000 –– 350,000 Trade and other receivables 697,428 256,780 256,780 954,208 Tax prepaid 9,420 3,148 3,148 12,568 Properties under development 5,224,708 –– 5,224,708 Properties held for sale 211,506 –– 211,506 Inventories – 72,266 72,266 72,266 Amount due from customers for contract work 3,704 –– 3,704 Pledged deposits – 5,343 5,343 5,343 Bank balances and cash 183,202 13,360 13,360 (140,000) 56,562

7,100,268 350,897 350,897 7,311,165

III – 2 APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Current liabilities Trade and other payables 836,472 139,515 139,515 1,755 977,742 Receipts in advance and deposits received 986,939 12,052 12,052 998,991 Income tax payable 292,235 –– 292,235 Consideration payables 47,006 –– 47,006 Deferred income – government grant 37,739 7,904 7,904 45,643 Amount due to a shareholder 16,811 –– 16,811 Bank and other borrowings – due within a year 1,057,192 86,447 86,447 1,143,639

3,274,394 245,918 245,918 3,522,067

Net current assets 3,825,874 104,979 104,979 3,789,098

Total assets less current liabilities 4,361,925 167,491 167,491 4,387,661

Non-current liabilities Corporate bond 7,211 –– 7,211 Consideration payables 21,668 –– 21,668 Bank and other borrowings – due after one year 1,178,000 3,928 3,928 1,181,928 Deferred tax liabilities 259,784 – 2,337 (2,337) – 259,784

1,466,663 3,928 3,928 1,470,591

Net assets 2,895,262 163,563 163,563 2,917,070

III – 3 APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Notes:

1. The amounts are extracted from the unaudited condensed consolidated statement of financial position of the Company as at 30 June 2015 included in the published interim report of the Group for the six months ended 30 June 2015 dated 28 August 2015.

2. The amounts are extracted from the audited consolidated statements of financial position of the Anke Group as at 30 September 2015 as set out in Appendix II to this circular.

3. On 18 November 2009, Nanjing Fullshare Technology Development Company Limited (‘‘Nanjing Fullshare Technology’’), an intermediate holding company of Shenzhen Anke, were acquired by Nanjing Fullshare IndustrialHoldingGroupCompanyLimited(‘‘Nanjing Fullshare Holding’’), a company with the same ultimate controlling party, Mr. Ji Changqun (‘‘Mr. Ji’’), as the Company, for a cash consideration of RMB10,000,000 (the ‘‘2009 Acquisition’’). In the opinion of the directors of Nanjing Fullshare Holding, the fair value of identifiable net assets of Nanjing Fullshare Technology and its subsidiaries at the date of the 2009 Acquisition was in excess of such consideration, and gain on bargain purchase had been recognised on the 2009 Acquisition. Shenzhen Anke became a non-wholly owned subsidiary of Nanjing Fullshare Holding since then. The identifiable assets and liabilities of the Anke Group would be accounted for in the financial statements at fair value under the acquisition method of accounting in accordance with Hong Kong Financial Reporting Standard 3 (Revised) ‘‘Business Combination’’ issued by the Hong Kong Institute of Certified Public Accountants (the ‘‘HKICPA’’) as if consolidated financial statements had been prepared by Mr. Ji.

The details of the fair value of identifiable assets and liabilities of the Anke Group at 18 November 2009 based on the Anke Group’s unaudited management accounts are set out below:

RMB’000

Property, plant and equipment 13,687 Trade and other receivables 213,410 Inventories 65,574 Cash and bank 14,580 Trade and other payables (256,538) Receipts in advance (34,972) Income tax payable (2,243) Bank and other borrowings (4,067)

9,431 Less: Non-controlling interest of subsidiary of Shenzhen Anke (297) Add: Fair value increment of property, plant and equipment 15,581 Less: Deferred tax liabilities arising from fair value increment of property, plant and equipment (2,337)

Fair value of identifiable net assets of the Anke Group as at 18 November 2009 22,378

As the Anke Group was part of the 2009 Acquisition in which a bargain purchase was resulted, no goodwill would have been recorded as if consolidated financial statement had been prepared by Mr. Ji.

Deferred tax liability of approximately RMB2,337,000 represents 15% of the fair value adjustment on property, plant and equipment.

III – 4 APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

The valuation of property, plant and equipment are taken with reference to the valuation report carried out by AVISTA Valuation Advisory Limited, an independent professional qualified valuer not connected to the Group, based on market approach at 18 November 2009.

4. The adjustment represents the release of the fair value increment of property, plant and equipment and deferred tax liabilities recognised on 18 December 2009 thereon through depreciation and disposal of the relevant property, plant and equipment.

5. On 3 February 2016, Nanjing Fullshare Assets Management Co., Limited (‘‘Nanjing Assets’’), a wholly- owned subsidiary of the Company, entered into an equity transfer agreement with Nanjing Fullshare Holding and Mr. Ji, who directly hold 69.23% and 2.96% equity interest in Shenzhen Anke, respectively, to acquire 69.23% and 2.96% equity interest in Shenzhen Anke, respectively, for an aggregate cash consideration of RMB140,000,000.

The adjustment represents the consideration of the Anke Acquisition of RMB140,000,000.

6. The adjustment reflects the elimination of the cost of investment in Shenzhen Anke of RMB140,000,000.

The Unaudited Pro Forma Financial Information of the Enlarged Group has been prepared on the basis of business combination involving entities under common control, in which all of the combining enterprises are ultimately controlled by the same party both before and after the Anke Acquisition, and that the control is not transitory. The Group, Nanjing Fullshare Holding and the Anke Group are under the ultimate control of Mr. Ji as from 18 November 2009 (the ‘‘First Date Under Common Control’’) when Mr. Ji has gained effective control of Shenzhen Anke as set out in Note 3. Upon actual completion of the Anke Acquisition, merger accounting in accordance with Accounting Guideline 5 ‘‘Merger Accounting for Common Control Combinations’’ issued by the HKICPA will be adopted in the consolidated financial statements of the Company. For the purpose of this unaudited pro forma statement of assets and liabilities, the directors of the Company derived the estimated carrying amounts of the net assets of the Anke Group as at the First Date Under Common Control based on the Anke Group’s unaudited management accounts as adjusted by the fair value adjustments and related deferred tax liabilities as set out in note 3. The calculation of the merger reserveisasfollow:

RMB’000

Cash consideration 140,000 Less: Fair value of identifiable net assets of the Anke Group as at 18 November 2009 attributable to equity owners of Shenzhen Anke 22,378 Capital contributions made by equity owners of Shenzhen Anke from 18 November 2009 to 30 September 2015 118,023 Share of non-controlling interests (27.81%) (39,046) 101,355

Merger reserve 38,645

As at 18 November 2009 and 30 September 2015, Shenzhen Anke’s capital was amounted to RMB90,210,000 and RMB208,233,000, respectively.

7. The estimated transaction costs in connection with the Anke Acquisition is approximately RMB1,755,000.

III – 5 APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

The following is the text of a report prepared for the purpose of inclusion in this circular, received from the Company’s reporting accountant, SHINEWING (HK) CPA Limited, Certified Public Accountants, Hong Kong.

24 March 2016

The Directors Fullshare Holdings Limited Unit 2526, Level 25 Tower One, Admiralty Centre 18 Harcourt Road, Admiralty Hong Kong

Dear Sirs,

We have completed our assurance engagement to report on the compilation of pro forma financial information of Fullshare Holdings Limited (the ‘‘Company’’) and its subsidiaries (collectively referred to as the ‘‘Group’’) by the directors of the Company for illustrative purposes only. The pro forma financial information consists of the unaudited pro forma statement of assets and liabilities as at 30 June 2015, and related notes as set out on pages III-1 to III-5 of the circular in connection with the proposed acquisition of the 72.19% equity interests in Shenzhen Anke High-tech Co., Ltd and its subsidiaries (the ‘‘Anke Group’’) (the Group together with the Anke Group hereinafter referred to as the ‘‘Enlarged Group’’)(the‘‘Anke Acquisition’’) issued by the Company dated 24 March 2016 (the ‘‘Circular’’). The applicable criteria on the basis of which the directors of the Company have compiled the pro forma financial information are described on pages III-1 to III-5 of the Circular.

The pro forma financial information has been compiled by the directors of the Company to illustrate the impact of the Anke Acquisition on the Group’s financial position as at 30 June 2015 as if the Anke Acquisition had taken place at 30 June 2015. As part of this process, information about the Group’s financial position has been extracted by the directors of the Company from the Group’s financial statements for the six months ended 30 June 2015 on which a review report has been published.

III – 6 APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Directors’ Responsibility for the Pro Forma Financial Information

The directors of the Company are responsible for compiling the pro forma financial information in accordance with paragraph 29 of Chapter 4 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and with reference to Accounting Guideline 7 ‘‘Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars’’ (‘‘AG7’’) issued by the Hong Kong Institute of Certified Public Accountants (the ‘‘HKICPA’’).

Our Independence and Quality Control

We have complied with the independence and other ethical requirement of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

The firm applies Hong Kong Standard on Quality Control 1 ‘‘Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements’’ and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountant’s Responsibilities

Our responsibility is to express an opinion, as required by paragraph 29(7) of Chapter 4 of the Listing Rules, on the pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 ‘‘Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus’’ issued by the HKICPA. This standard requires that the reporting accountant plans and performs procedures to obtain reasonable assurance about whether the directors of the Company have compiled the pro forma financial information in accordance with paragraph 29 of Chapter 4 of the Listing Rules and with reference to AG7 issued by the HKICPA.

III – 7 APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information included in an investment circular is solely to illustrate the impact of the Anke Acquisition on unadjusted financial information of the Group as if the Anke Acquisition had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Anke Acquisition at 30 June 2015 would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors of the Company in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• the related pro forma adjustments give appropriate effect to those criteria; and

• the pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant’s judgment, having regard to the reporting accountant’s understanding of the nature of the Group, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

III – 8 APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Opinion

In our opinion:

(a) the pro forma financial information has been properly compiled on the basis stated;

(b) such basis is consistent with the accounting policies of the Group; and

(c) the adjustments are appropriate for the purposes of the pro forma financial information as disclosed pursuant to paragraph 29(1) of Chapter 4 of the Listing Rules.

SHINEWING (HK) CPA Limited Certified Public Accountants Wong Hong Kei, Anthony Practising Certificate Number: P05591

Hong Kong

III – 9 APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

This discussion of the financial position and results of operations of Shenzhen Anke High-Tech Company Limited (‘‘Anke High-Tech’’) and its subsidiaries (collectively known as the ‘‘Anke Group’’) is based upon and should be read in conjunction with the accountants’ report set out in Appendix II to this circular.

FINANCIAL INFORMATION OF THE ANKE GROUP

Results of Operations

The following table set forth a summary of the consolidated statements of profit or loss and other comprehensive income of the Anke Group for the financial years ended 31 December 2012, 2013 and 2014 and the nine months ended 30 September 2014 and 2015.

Consolidated Statements of Profit or Loss and Other Comprehensive Income

Nine months Year ended 31 December ended 30 September 2012 2013 2014 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Audited) (Audited) (Audited) (Unaudited) (Audited)

Revenue 106,474 203,815 274,960 179,314 238,806 Cost of sales (89,476) (141,676) (187,150) (122,155) (166,895)

Gross profit 16,998 62,139 87,810 57,159 71,911

Other income and gains 16,522 27,214 25,600 16,361 10,375 Selling expenses (39,374) (42,088) (46,399) (31,597) (37,422) Administrative expenses (38,995) (39,431) (50,109) (32,394) (19,290) Finance costs (3,076) (4,500) (6,013) (3,589) (4,972)

(Loss) profit before tax (47,925) 3,334 10,889 5,940 20,602 Income tax credit (expense) 6,410 (1,313) (2,644) (1,541) (3,662)

(Loss) profit and total comprehensive (expense) income for the year/period (41,515) 2,021 8,245 4,399 16,940

Attributable to: Owners of the Company (41,120) 2,021 8,245 4,399 16,940 Non-controlling interests (395) ––––

(41,515) 2,021 8,245 4,399 16,940

IV – 1 APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

Business

The Anke Group is a medical device group in the PRC focusing on the research and development, assembling and sales of medical devices across four fields, which include medical imaging, medical informatics, medical electronics and medical therapeutics. The principal categories of the Anke Group’s products include magnetic resonance imaging, computed tomography, picture archiving and communication system, mammography system and ultrasound, etc.

Please refer to the section headed ‘‘Information of the Anke Group’’ in the letter from the Board for information of the Anke Group.

Revenue

TheAnkeGroup’s revenue represents income from the sale of the Anke Group’s proprietary medical equipment and machineries and the provision of related technical services (i.e. after-sale support and maintenance), net of sales related taxes during the financial years ended 31 December 2012, 2013 and 2014 and the nine months ended 30 September 2014 and 2015. An analysis of the Anke Group’s revenue is as follow:

Nine months ended Year ended 31 December 30 September 2012 2013 2014 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Audited) (Audited) (Audited) (Unaudited) (Audited)

Sales of medical equipment and machineries 100,241 197,017 264,504 168,898 230,871 Provision of technical services 6,233 6,798 10,456 10,416 7,935

106,474 203,815 274,960 179,314 238,806

The Anke Group primarily sells its products in the PRC. It also exports its products to overseas, which represented 25.6%, 15.4%, 12.4%, 7.4% and 7.3% of the Anke Group’srevenue for the years ended 31 December 2012, 2013 and 2014 and the nine months ended 30 September 2014 and 2015, respectively.

Cost of Sales

Cost of sales consist primarily of direct costs of products sold which include direct raw material costs, direct labour costs, depreciation of property, plant and equipment and other overhead costs.

IV – 2 APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

Gross profit

Gross profit is equal to revenue less cost of sales. Gross margin is equal to gross profit divided by revenue. The gross margins of the Anke Group for the three years ended 31 December 2012, 2013 and 2014 and the nine months ended 30 September 2014 and 2015 were 16.0%, 30.5%, 31.9%, 31.9% and 30.1%, respectively.

Other income and gains

Other income and gains primarily include (i) government grants; (ii) other interest income; (iii) value-added tax refund; and (iv) gain on disposal of property, plant and equipments.

Government grants represent PRC government funding received by the Anke Group in sponsorship of certain research and development projects and are non-recurring in nature. The Anke Group recognised government grants of RMB3,377,000, RMB3,736,000 and RMB8,146,000 for the three years ended 31 December 2012, 2013 and 2014 respectively and RMB3,499,000 and RMB2,547,000 for the nine months ended 30 September 2014 and 2015 respectively.

Other interest income represents interest income from trade receivables with credit period longer than one year.

Selling expenses

Selling expenses consist primarily of (i) expenses for training, conferences, exhibitions and other advertising and marketing activities; (ii) compensation and benefits for the sales and marketing staff of the Anke Group; and (iii) travelling and other selling related expenses of the sales and marketing staff.

Administration expenses

Administration expenses consist primarily of (i) compensation, benefits and related expenses for the Anke Group’s research and development, general management, finance and administrative personnel; (ii) depreciation of property, plant and equipment used for research and development and administrative purposes and rental expenses relating to operating leases of the Anke Group’s branch offices in various cities of the PRC; (iii) costs associated with the conduct of clinical trials; (iv) fees in relation to required regulatory approval, such as CFDA (China Food and Drug Administration) approval and certification; (v) professional fees such as auditors and legal advisers from time to time in connection with the administrative activities of the Anke Group; and (vi) other expenses associated with the Anke Group’s research and development activities as well as administrative offices.

IV – 3 APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

Finance costs

Finance costs are interest on short term bank and other borrowings.

Income tax expense

Anke High-Tech is recognised as a High and New Technology Enterprise by the PRC tax authority and was entitled to a preferential tax rate of 15% for the years ended 31 December 2012, 2013 and 2014 and the nine months ended 30 September 2014 and 2015.

The subsidiaries of Anke High-Tech in the PRC are subject to an income tax rate of 25%.

Period to Period Comparison of Results of Operations

Nine months ended 30 September 2015 compared against nine months ended 30 September 2014

Revenue

Revenue increased by 33.2% from RMB179,314,000 for the nine months ended 30 September 2014 to RMB238,806,000 for the nine months ended 30 September 2015, primarily due to the continued increase in sales of medical equipment and machineries to privately-owned hospitals in the PRC.

Cost of sales

Cost of sales increased by 36.6% from RMB122,155,000 for the nine months ended 30 September 2014 to RMB166,895,000 for the nine months ended 30 September 2015. The increase was primarily due to an increase in direct material costs of product sold, which was in line with the increase in sales of medical equipment and machineries for the nine months ended 30 September 2015.

Gross profit

As a result of the forgoing, gross profit increased by 25.8% from RMB57,159,000 for the nine months ended 30 September 2014 to RMB71,911,000 for the nine months ended 30 September 2015. Gross margin remained stable at 31.9% and 30.1% for the nine months ended 30 September 2014 and 2015 respectively.

IV – 4 APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

Other income and gains

Other income and gains decreased by 36.6% from RMB16,361,000 for the nine months ended 30 September 2014 to RMB10,375,000 for the nine months ended 30 September 2015. The decrease was primarily due to a RMB4,292,000 decrease in value-added tax refund and the absence of the gain on disposal of property, plant and equipment of RMB1,835,000 recognised during the nine months ended 30 September 2014.

Selling expenses

Selling expenses increased by 18.4% from RMB31,597,000 for the nine months ended 30 September 2014 to RMB37,422,000 for the nine months ended 30 September 2015, primarily due to an increase in sales and the increased marketing efforts for promotion of Anke Group’s medical equipment and machineries.

Administration expenses

Administrative expenses decreased by 40.5% from RMB32,394,000 for the nine months ended 30 September 2014 to RMB19,290,000 for the nine months ended 30 September 2015. The decrease was mainly due to a decrease in research and development expenses as the development cost of certain projects has been capitalised for the period ended 30 September 2015.

Finance costs

Finance costs increased by RMB1,383,000 from RMB3,589,000 for the nine months ended 30 September 2014 to RMB4,972,000 for the nine months ended 30 September 2015, primarily due to an increase in interest as a result of an increase in the short-term bank and other borrowings from RMB87,789,000 as at 31 December 2014 compared to RMB90,375,000 as at 30 September 2015.

Income tax expense

Income tax expenses increased from RMB1,541,000 for the nine months ended 30 September 2014 to RMB3,662,000 for the nine months ended 30 September 2015, primarily due to an increase in profit before tax of the Anke Group.

Profit and Total Comprehensive Income for the period

As a result of the foregoing, profit and total comprehensive income for the nine months ended 30 September 2015 increased by RMB12,541,000 from RMB4,399,000 for the nine months ended 30 September 2014 to RMB16,940,000 for the nine months ended 30 September 2015.

IV – 5 APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

Financial year ended 31 December 2014 compared against financial year ended 31 December 2013

Revenue

Revenue increased by 34.9% from RMB203,815,000 for the year ended 31 December 2013 to RMB274,960,000 for the year ended 31 December 2014, primarily due to the continued growth in demand of medical equipment and machineries by privately-owned hospitals and the growing technical service demand following the increase in products sales.

Cost of sales

Cost of sales increased by 32.1% from RMB141,676,000 for the year ended 31 December 2013 to RMB187,150,000 for the year ended 31 December 2014. The increase was primarily due to an increase in direct material costs of products sold, which was in line with the increase in sales of medical equipment and machineries for the year ended 31 December 2014.

Gross profit

As a result of the forgoing, gross profit increased by 41.3% from RMB62,139,000 for the year ended 31 December 2013 to RMB87,810,000 for the year ended 31 December 2014. Gross margin remained stable at 30.5% and 31.9% for the years ended 31 December 2013 and 2014.

Other income and gains

Other income and gains decreased by 5.9% from RMB27,214,000 for the year ended 31 December 2013 to RMB25,600,000 for the year ended 31 December 2014. The decrease was primarily resulted from a RMB5,068,000 decrease in the gain on disposal of property, plant and equipment, partially offset by a RMB4,410,000 increase in government grants as a result of an increase in number of the technological development projects and sales of high technological products supported by government in 2014.

Selling expenses

Selling expenses increased by 10.2% from RMB42,088,000 for the year ended 31 December 2013 to RMB46,399,000 for the year ended 31 December 2014, primarily due to an increase in sales and the increased marketing activities in associated with participating in trade shows, exhibitions and conferences to promote the medical equipment and machineries of Anke Group.

Administration expenses

Administrative expenses increased by 27.1% from RMB39,431,000 for the year ended 31 December 2013 to RMB50,109,000 for the year ended 31 December 2014, primarily due to an increase in research and development expenses.

IV – 6 APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

Finance costs

Finance costs increased by RMB1,513,000 from RMB4,500,000 for the year ended 31 December 2013 to RMB6,013,000 for the year ended 31 December 2014, primarily because of the net increase in short-term bank and other borrowings of RMB28,620,000 for the year ended 31 December 2014.

Income tax expense

Income tax expenses increased from RMB1,313,000 for the year ended 31 December 2013 to RMB2,644,000 for the year ended 31 December 2014, primarily due to the substantial increase in the profit before tax of the Anke Group for the year ended 31 December 2014.

Profit and total comprehensive income for the year

As a result of the foregoing, profit and total comprehensive income for the year ended 31 December 2014 increased by RMB6,224,000 from RMB2,021,000 for the year ended 31 December 2013 to RMB8,245,000 for the year ended 31 December 2014.

Financial year ended 31 December 2012 compared against financial year ended 31 December 2013

Revenue

Revenue increased by 91.4% from RMB106,474,000 for year ended 31 December 2012 to RMB203,815,000 for the year ended 31 December 2013 due to higher demand for the Anke Group’s medical equipment and machineries by privately-owned hospitals as a result of increasing numbers of privately-owned hospitals since the PRC government launched the new health care reform in 2009.

Cost of sales

Cost of sales increased by 58.3% from RMB89,476,000 for year ended 31 December 2012 to RMB141,676,000 for the year ended 31 December 2013. The increase was primarily due to a RMB64,960,000 increase in direct material costs of product sold as a result of the substantial increase in sales, partially offset by the absence of the allowance for inventories of RMB14,176,000 recognised for the year ended 31 December 2012.

Gross profit

As a result of the forgoing, gross margin increased from 16.0% to 30.5% and the gross profit increased from RMB16,998,000 to RMB62,139,000 for the year ended 31 December 2013 as compared to the year ended 31 December 2012.

IV – 7 APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

Other income and gains

Other income and gains increased by 64.7% from RMB16,522,000 for the year ended 31 December 2012 to RMB27,214,000 for the year ended 31 December 2013. The increase was primarily due to (i) a reported gain on disposal of property, plant and equipment of RMB6,828,000 for the year ended 31 December 2013; and (ii) a RMB1,966,000 increase in other interest income.

Selling expenses

Selling expenses increased by 6.9% from RMB39,374,000 for the year ended 31 December 2012 to RMB42,088,000 for the year ended 31 December 2013. The increase was primarily due to an increase in the number of sales and marketing personnel and related sales commissions as well as the advertising and promotion expenses.

Administration expenses

Administrative expenses increased by 1.1% from RMB38,995,000 for the year ended 31 December 2012 to RMB39,431,000 for the year ended 31 December 2013. The increase was primarily due to a RMB1,393,000 increase in impairment losses on trade receivables.

Finance costs

Finance costs increased by RMB1,424,000 from RMB3,076,000 for the year ended 31 December 2012 to RMB4,500,000 for the year ended 31 December 2013, primarily because of the net increase in short-term bank and other borrowings of RMB19,430,000 for the year ended 31 December 2013.

Income tax expense

TheAnkeGroup’s reported an income tax expense of RMB1,313,000 for the year ended 31 December 2013, compared to an income tax credit of RMB6,410,000 for the year ended 31 December 2012, as the Anke Group returned to a profit before tax of RMB3,334,000 for the year ended 31 December 2013.

Profit (Loss) and total comprehensive income (expense) for the year

As a result of the foregoing, the Anke Group reported a turnaround from a loss and total comprehensive expense of RMB41,515,000 for the year ended 31 December 2012 to a profit and total comprehensive income of RMB2,021,000 for the year ended 31 December 2013.

IV – 8 APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

Certain Balance Sheet Items

Intangible assets

Intangible assets of the Anke Group represent capitalised expenditures arising from development activities that can demonstrate the technical feasibility of completing the intangible assets for future economic benefits and are recognised from the point at which such assets are ready for use. Intangible assets are amortised on a straight-line basis over their estimated useful lives of not exceeding five years.

No development cost was capitalised for each of the financial year ended 31 December 2012, 2013 and 2014 and development costs amounting to RMB8,171,000 was capitalised for the period ended 30 September 2015.

Accordingly, the balances of intangible assets were nil as at 31 December 2012, 2013 and 2014 and RMB8,171,000 as at 30 September 2015.

Trade and other receivables

The following table set out the trade and other receivables of the Anke Group at the respective reporting dates:

As at As at 31 December 30 September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Trade and bills receivables 91,488 115,370 191,923 266,658 Less: allowance for impairment of trade receivables (13,206) (18,549) (22,789) (22,789)

Trade and bills receivables, net 78,282 96,821 169,134 243,869

Other receivables 1,440 5,559 12,923 15,824 Prepayments 3,548 20,388 7,011 11,776 Other tax receivables 22,441 28,985 38,990 23,125

105,711 151,753 228,058 294,594 Less: non-current portion Trade and bills receivables (23,193) (27,262) (40,046) (37,814)

82,518 124,491 188,012 256,780

IV – 9 APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

TheAnkeGroup’s trade and other receivables primarily relate to trade and bills receivables from sales of medical equipment and machineries. The Anke Group recognises revenue from the sales of medical equipment and machineries when the customers take possession of the products.

The trade and bills receivables were RMB91,488,000, RMB115,370,000, RMB191,923,000 and RMB266,658,000 as at 31 December 2012, 31 December 2013, 31 December 2014 and 30 September 2015 respectively. The increasing balances of trade and bills receivables reflect the increase in sales for the respective years/period.

The Anke Group allows an average credit period of 0 day to 3 years and it typically requires customers to comply with the credit policy. The Anke Group has delegated a team responsible to reconcile and monitor outstanding balances. The management team of the Anke Group reviews the recoverability of the receivable balances at the end of each reporting period and will make appropriate assessment as to whether or not adequate impairement losses been made. The following table sets forth the aging analysis of trade receivables based on the due date at the end of each reporting period:

As at As at 31 December 30 September 2012 2013 2014 2015 RMB’000 RMB’000 RMB’000 RMB’000

Not yet past due 68,764 79,189 144,249 222,880 Past due: 0-90 4,620 9,024 8,434 3,261 91-180 days 780 4,315 3,042 2,639 181-365 days 995 2,191 7,634 5,895 More than 1 year 3,123 2,102 5,775 9,194

78,282 96,821 169,134 243,869

Trade and bills receivables that were past due but not impaired related to a number of customers with no recent history of default.

Liquidity and Financial Resources and Capital Structure

The Anke Group financed its working capital requirements primarily through a combination of revenue from operations, capital contributions from shareholders and bank and other borrowings.

IV – 10 APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

As at 31 December 2012, 2013 and 2014 and 30 September 2015, the net assets of the Anke Group were RMB64,203,000, RMB114,057,000, RMB146,623,000 and RMB163,563,000 respectively and the bank balances and cash, including pledged deposits of the Anke Group were RMB24,719,000, RMB44,645,000, RMB46,136,000 and RMB18,703,000 respectively at the end of each year/period.

The current ratios (represented by currents assets as a ratio of current liabilities) of the Anke Group had been quite stable and were 1.1, 1.2, 1.4 and 1.4 as at 31 December 2012, 2013, 2014 and 30 September 2015 respectively.

Bank and other borrowings

As at 31 December 2012, 2013 and 2014 and 30 September 2015, the total amount of bank and other borrowings (i.e. Receivables discounted with recourse) were RMB39,739,000, RMB59,169,000, RMB87,789,000 and RMB90,375,000 respectively of which, carrying amounts of RMB39,739,000, RMB59,169,000, RMB84,744,000 and RMB86,447,000 were short term borrowings and repayable within one year as at the respective reporting dates. The bank and other borrowings of the Anke Group are denominated in RMB.

The ranges of effective interest rates per annum on the bank and other borrowings are as follows:

As at As at 31 December 30 September 2012 2013 2014 2015

Fixed rates N/A 5.703% 3.5%-5.703% 3%-12.5%

Variable rates 7.02%-7.87% 7.257% 6.44%-7.5% 6.043%-7.5%

Details of bank and other borrowings are set out in note 23 to the accountants’ report on the Anke Group in Appendix II to this circular.

Anke High-Tech increased its registered and paid in capital of RMB9,790,000, RMB 2,300,000 and RMB12,000,000 during the years ended 31 December 2012, 2013 and 2014 respectively. In addition, capital contributions of RMB39,160,000, RMB45,533,000 and RMB9,240,000 from shareholders of Anke High-Tech were reported for the years ended 31 December 2012, 2013 and 2014 respectively. There was no change in the capital structure during the nine months ended 30 September 2015.

IV – 11 APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

Gearing ratio

The gearing ratio, represented by total liabilities as a percentage of total assets, were 74.8%, 65.1%, 61.4% and 60.4% as at 31 December 2012, 2013, 2014 and 30 September 2015 respectively.

Significant Investments, Capital Expenditures and Commitments

The additions of capital expenditures for the year ended 31 December 2012, 2013 and 2014 and for the nine months ended 30 September 2015 were RMB7,628,000, RMB30,864,000, RMB3,890,000 and RMB3,953,000 respectively. The additions of capital expenditures for the year ended 31 December 2013 mainly consisted of prepaid lease payment for the acquisition of land use rights in the PRC by Nanjing Anke (‘‘Land Use Rights Acquisition’’), a former direct wholly-owned subsidiary of Anke Group and expenditures on leasehold improvement and office equipment. The additions of capital expenditures for the year ended 31 December 2012, 31 December 2014 and for the nine months ended 30 September 2015 mainly comprised expenditures on office equipment.

As at 31 December 2012, 2013 and 2014 and 30 September 2015, the Anke Group had no significant capital commitments.

Save for the Land Use Rights Acquisition, there was no other significant investment made or held by the Anke Group during the period from 1 January 2012 to 30 September 2015

Material Acquisitions and Disposals

On 18 December 2012, Anke High-Tech disposed of its 70% equity interest in Shenzhen City Anke Hospital System Engineering Service Company Limited to Jiangsu Anke Medical System Engineering Company Limited (‘‘Jiangsu Anke’’) at a consideration of RMB1 and a gain on disposal of subsidiary of RMB4,191,000 was recognised in equity as a contribution from an equity owners for the year ended 31 December 2012. Mr. Ji is the controlling shareholder of Jiangsu Anke.

In November 2014, Anke High-Tech disposed of its entire equity interest in Nanjing Anke Medical Equipment Co., Ltd. to Fullshare Technology Group Limited (‘‘Fullshare Technology’’) at a consideration of RMB30,024,000 and a gain on disposal of subsidiary of RMB3,081,000 was recognised in equity as a contribution from an equity owners for the year ended 31 December 2014. Mr. Ji is a controlling shareholder of Fullshare Technology.

Save as disclosed above, there was no major acquisition or disposal by the Anke Group during the period from 1 January 2012 to 30 September 2015.

IV – 12 APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

Employment and Remuneration Policy

The Anke Group remunerated their employees by reference to their qualification, experience, responsibilities and the financial performance of the Anke Group and the current market conditions. Employees of Anke Group are members of state-managed retirement benefit schemes pursuant to relevant labour rules and regulations in the PRC. Anke Group is required to contribute certain percentage of applicable payroll costs to the retirement benefit schemes to fund the benefits.

As at 31 December 2012, 2013 and 2014 and 30 September 2015, Anke Group had 299, 354, 355 and 380 respectively employees based in the PRC. Staff costs (excluding directors’ emoluments for the three years ended 31 December 2012, 2013 and 2014 and for the nine months ended 30 September 2014 and 2015 were RMB29,264,000, RMB44,056,000, RMB43,417,000, RMB31,175,000 and RMB27,381,000 respectively, which mainly included wages and salaries, staff welfare and contributions to various government employees benefits plans. Directors’ emoluments for the three years ended 31 December 2012, 2013 and 2014 and for the nine months ended 30 September 2014 and 2015 were RMB429,000, RMB580,000, RMB392,000, RMB272,000 and RMB536,000 respectively.

Pledged Assets

The Anke Group had pledged some of its assets, mainly property, plant and equipment, trade and bills receivables and bank deposits as security for banking facilities. As at 31 December 2012, 2013 and 2014 and 30 September 2015, the Anke Group had pledges its assets in carrying amount of RMB20,000, RMB8,024,000, RMB17,436,000 and RMB21,112,000 respectively.

Foreign Exchange Exposure

MostoftheAnkeGroup’s assets and liabilities are denominated in RMB, and the Anke Group conducts its business transactions principally in RMB. However, certain of the Anke Group’s bank balances, trade and other receivables and trade and other payables are denominated in foreign currencies, which expose the Anke Group to foreign currency risk. The currencies giving rise to this risk are primarily United States Dollars (‘‘USD’’), Pound Sterling (‘‘GBP’’), Japanese yen (‘‘YEN’’)andEuro(‘‘EUR’’). The Anke Group currently does not use derivative financial instruments to hedge its foreign currency risk. The management monitors foreign exchange exposure by closely monitoring the movement of foreign exchange rate.

IV – 13 APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

BasedontheAnkeGroup’s (loss) profit after tax for the years ended 31 December 2012, 2013 and 2014 and for the nine months ended 30 September 2015, (i) a 10% change in the exchange rates between RMB and USD would result in an increase or decrease of RMB591,000, RMB1,042,000, RMB1,787,000 and RMB2,070,000; (ii) a 10% change in the exchange rates between RMB and GBP would result in an increase or decrease of Nil, RMB68,000, RMB350,000 and RMB725,000; (iii) a 10% change in the exchange rates between RMB and YEN would result in an increase or decrease of Nil, RMB17,000, RMB27,000 and RMB321,000; and (iv) a 10% change in the exchange rates between RMB and EUR would result in an increase or decrease of RMB1,000, RMB8,000, RMB17,000 and RMB16,000 respectively in the Anke Group’s (loss) profit after tax, respectively.

Contingent Liabilities

As at 31 December 2012, 2013 and 2014 and 30 September 2015, the Anke Group did not have any reportable contingent liabilities.

Impairment of assets

The Directors have considered the impairment indicator regarding the assets of the Anke Group. As at 31 December 2012, 2013 and 2014 and 30 September 2015, no impairment indicator regarding the assets of the Anke Group has been identified except for those disclosed in the accountant’s report contained in Appendix II to this circular.

Prospect

The Anke Group will continue its business focusing on research and development, manufacturing and sale of medical devices. For details of the business prospects of the Anke Group, please refer to the section headed ‘‘Financial and Trading Prospects of the Group’’ in Appendix I to this circular.

Future plan

The Anke Group did not have any concert, and immediate plans for material new investments as at the Latest Practicable Date.

IV – 14 APPENDIX V VALUATION REPORT

The Board of Directors Fullshare Holdings Limited Unit 2526, Level 25 Tower One, Admiralty Centre 18 Harcourt Road, Admiralty, Hong Kong

24 March 2016 Ref No.: J15-0253

Dear Sirs,

In accordance with your instructions, we have performed a fair value analysis in connection with the 100% equity interests of Shenzhen Anke High-Tech Company Limited (the ‘‘Target’’ or ‘‘SZ Anke’’) as of 31 December 2015 (the ‘‘Analysis Date’’). We understand that Fullshare Holdings Limited (the ‘‘Company’’, ‘‘Fullshare’’ or ‘‘you’’) intends to acquire certain equity interest of the Target (the ‘‘Proposed Acquisition’’).

It is our understanding that this appraisal is strictly addressed to the directors of the Company (the ‘‘Directors’’) and used for the Proposed Acquisition solely for your internal reference purpose. This report (the ‘‘Report’’) does not constitute an opinion on the commercial merits and structure of the Proposed Acquisition. We are not responsible for unauthorized use of the Report.

We accept no responsibility for the realisation and completeness of any estimated data, or estimates furnished by or sourced from any third parties which we have used in connection with this Report. We assumed that financial and other information provided to us are accurate and complete.

This Report presents the summary of the business appraised, describes the basis of analysis and assumptions, explains the analysis methodology adopted in this appraisal process to calculate the value, also the additional supporting documentation has been retained as a part of our work papers.

V – 1 APPENDIX V VALUATION REPORT

BASIS OF ANALYSIS

We have appraised the fair value of 100% equity interest of the Target and its subsidiaries (the ‘‘Target Group’’).

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

COMPANY BACKGROUND

Shenzhen Anke High-tech Co., Ltd was originally a Sino-US joint venture incorporated by Chinese Academy of Sciences and Analogic Corporation (NASDAQ: ALOG) in 1986. SZ Anke is one of the first high-tech enterprises certified by the Chinese Government. The Target Group is mainly engaged in the research and development, manufacture, sales and service of medical devices.

Currently the Target Group develops and manufactures over twenty kinds of products across four fields which are medical imaging, medical informatics, medical electronics and medical therapeutics. Its revenue was mainly contributed by the sale of medical devices to private and public hospitals in China. With the continuing development and provision of high quality products, SZ Anke has earned a good reputation which has allowed it to expand its market share to overseas market such as Africa, Russia, etc.

In recent years, the China healthcare industry has been experiencing rapid and significant growth, driven by a combination of favorable socioeconomic factors, including active China Government support, increasing disposable income and health awareness, an increasing aging population and increased life expectancy, increasing coverage of social medical insurance and increasing access to healthcare in rural areas in China. According to the statistics from National Bureau of Statistics of China, the national health care spending increased from RMB828.0 billion in the year of 2013 to RMB1,008.6 billion in the year of 2014. With the above favorable factors, SZ Anke recorded a strong annual revenue growth of over 30% in both 2013 and 2014, and it is expected to enjoy continuous growth with the strong development potential of the China healthcare industry.

We understand that the Company intends to acquire certain equity interest of the Target. As such, the Company would like to assess the fair value of the 100% equity interest of the Target Group as of the Analysis Date.

V – 2 APPENDIX V VALUATION REPORT

INDUSTRY OVERVIEW

Overview of China’s Medical Device Market

According to ‘‘Sector Report – The Medical Devices Market in China”1 (the ‘‘Sector Report’’) issued by EU SME Centre2 and China-Britain Business Council3 in June 2015, China’s medical device industry has experienced significant sales increase in recent years. Medical device sales has increased from RMB17.3 billion to RMB255.6 billion from 2001 to 2014, representing an increase of more than 14-fold. The largest increment in sales amount occurred between 2013 and 2014, reaching an annual growth of 20%.

Medical Device Sales in China (RMB billion) 300

255.6 250 212 200 170 147 150 120

100 81.2 59.5 65.9 43.4 50 29.5 35.3 17.3 20.7 24.7 0 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Source: Sector Report – The Medical Devices Market in China

1. The EU SME Centre (2015), ‘Sector Report - The Medical Devices Market in China’

Available from: http://www.eusmecentre.org.cn/report/medical-devices-market-china

2. The EU SME Centre, funded by the European Union, provides a comprehensive range of hands-on support services to European small and medium-sized enterprises , getting them ready to do business in China.

3. China–Britain Business Council, found in 1953, is the leading British governmental organization promoting trade and investment between United Kingdom and China.

China’s Medical Device’s Import Market

According to the Sector Report, in 2014, China’s total medical device import value was USD15.7 billion, a 5% increase from 2013. Out of 200 countries, Europe was the largest medical device exporter to China in 2014, accounting for 39% of China’s total import value of such products.

Shanghai, Beijing and Guangdong were the top three importing areas in 2014. Shanghai imported over USD6.3 billion, a year-on-year increase of over 10% or 40% of all medical device imports to China in 2014. Beijing imported over USD3.7 billion or 24% of the total value of medical device imports, while Guangdong imported over USD1.6 billion. Other areas with considerable import values are Jiangsu, Zhejiang, Shandong, Liaoning, Tianjin, Fujian and Hubei.

V – 3 APPENDIX V VALUATION REPORT

China’s Medical Device’s Export Market

On the other hand, China’s total medical device export was RMB124.1 billion in 2014 according to the Sector Report. China mainly exported low-end devices, such as medical tubing, medical cotton, gauze, bandages, disposable apparel, medical nonwoven material, X-ray examination contrast agent, hearing aids and syringes, exceeding an export value of RMB620 million. Major exporters of these medical devices included Terumo, Allmed, Winner Medical and Mindray.

Opportunities in China’s Medical Device Market

The Sector Report also stated there are four main opportunities in China’s medical device market.

1. Aging population

China is regarded as an ageing society and the demand for related medical devices is expected to increase in the future. It is estimated that by 2030 there will be over 230 million people living in China aged 65 or over. Chronic diseases are increasingly becoming more prevalent, along with heart disease, high blood pressure and diabetes diagnosis being on the rise.

2. Increasing middle class

As China’s economy continues to grow, China’s middle class is also expanding. China’s growing middle class is typically found in larger cities and has access to hospitals. They tend to be more willing to spend money on high quality products and services, and this creates an opportunity for high quality medical device market.

3. China health reform

The Chinese Government introduced its Healthcare Reform in 2009 to tackle issues such as imbalance of the allocation of healthcare resources, over pricing of medicines and reducing the cost of treatment for patients.

The Government’s reforms aim to have universal health insurance coverage by 2020. This will signify heavy investment from the government in infrastructure, especially primary clinic and community centre construction. The basic medical equipment market is therefore expected to grow in the coming years.

V – 4 APPENDIX V VALUATION REPORT

4. China’s two child policy

In late 2013, the Chinese Government introduced reforms to the country’s one child policy. Reforms came into effect in early 2014 and allowed couples to have two children if either parent is an only child. Although the long-term effects in this policy change will not be known for years to come, an increasing birth rate may bring opportunities for companies that provide products relating to pregnancy and childbirth.

SCOPE OF WORKS

Our investigation included the discussions with the management of the Company and the Target (the ‘‘Management’’) to understand the transaction background and the business operations of the Target Group.

We reviewed the management accounts and the financial projection (the ‘‘Projection’’)of the Target provided by the Management without further verification and assumed these data we obtained from the Management during the course of analysis are true and accurate. We also assumed that the Projection provided by the Management was prepared with due care.

Excluded from the investigation are all inventories and all other tangible assets of a current nature or any intangible assets that might exist.

LIMITATIONS OF THE REPORT

The Report is addressed strictly to the Directors for their internal reference only. Accordingly, the Report may not be used nor relied upon in any other connection by, and are not intended to confer any benefit on, any person (including without limitation the respective shareholders of the Company, the Target Group and the Target).

The Report does not constitute an opinion on the commercial merits and structure of the Proposed Acquisition. The Report does not purport to contain all the information that may be necessary or desirable to fully evaluate the Proposed Acquisition. We are not required to and have not conducted a comprehensive review of the business, technical, operational, strategic or other commercial risks and merits of the Proposed Acquisition and such remain the sole responsibility of the Directors and the management of the Company.

We understand that the independent financial advisor may require the Report for their internal reference only. They will perform their own separate analysis to satisfy their role and responsibility. Our work and the Report are not meant to substitute their own procedures to substantiate the opinion they are required to render.

V – 5 APPENDIX V VALUATION REPORT

We have assumed and relied upon, and have not independently verified the accuracy, completeness and adequacy of the information provided or otherwise made available to us or relied upon by us in the Report, whether written or verbal, and no representation or warrant, expressed or implied, is made and no responsibility is accepted by us concerning the accuracy, completeness or adequacy of all such information.

ANALYSIS METHODOLOGY

In arriving at our appraised value, we have considered three accepted approaches. They are Market Approach, Cost Approach and Income Approach. In this appraisal, the Market Approach is not appropriate to form a respective basis for our opinion of value as there is neither comparable transaction nor any relevant guideline companies which principally engage in the same business as the Target. The Cost Approach is not appropriate as it ignores the economic benefits of ownership of the business. We considered the consolidated book value of the Target as at 31 December 2015 may not truly reflect the value of its equity interests, as part of value will be attributed to future benefit of the Target Group, deriving from the income from the sales of medical machines. We have therefore relied solely on the Income Approach in determining our opinion value.

We considered that the Income Approach, a commonly accepted approach to value the business enterprise value of the Target, to be appropriate for this exercise. In particular, we have adopted Discounted Cash Flow (‘‘DCF’’) method as the primary method.

Under the DCF method, the value depends on the present value of future economic benefits to be derived from ownership of the enterprise. Thus, an indication of the equity value is calculated as the present value of the future free cash flow of the Target less outstanding interest- bearing debt, if any. The future cash flow is discounted at the market-derived rate of return appropriate for the risks and hazards of investing in a similar business.

A major requirement of the discounted cash flow approach is an earnings forecast, in particular a cash flow projection, which was provided by the Management.

The fair value of the Target Group was then calculated by adding the present values of the projected yearly free cash flow in the projection period. The present values were derived by discounting the free cash flow by a discount rate that was appropriate for the risk of investing in the project.

While the DCF method gives an indicative business enterprise value (‘‘BEV’’)asawhole, the equity value is derived from BEV after adjustment of interest bearing debt, lack of marketability discount (‘‘LoMD’’) and excess assets/liabilities.

V – 6 APPENDIX V VALUATION REPORT

The concept of marketability deals with the liquidity of ownership interests, that is, how quickly and easily it can be converted into cash if the owner chooses to sell. The lack of marketability discount reflects the fact that there is no ready market for shares in a closely held corporation. Ownership interests in closely held companies are typically not readily marketable compared to similar interests in public companies. Therefore, a share of stock in a privately held company is usually worth less than an otherwise comparable share in a publicly held company. In this appraisal, LoMD as of the Analysis Date was estimated to be 20%.

VALUATION ASSUMPTIONS OF BUSINESS ENTERPRISE VALUE ANALYSIS

Before arriving at our opinion of value, we have considered the following principal factors:

• The Target Group will be operated with the corporate structure and operation model as projected by the Management;

• The financial and operating results of the Target Group;

• The economic outlook in general and the specific economic and competitive elements affecting the Target Group’s businesses, its industry and its market;

• The nature and prospects of the industry of the Target Group is operating;

• The market-derived investment returns of entities engaged in a similar line of business and returns from other similar types of business;

• The stage of development of the Target Group’s operation; and

• The business risks of the Target Group (including default risk, legislation risk and economy risk).

Due to the changing environment in which the Target Group is operating, a number of assumptions have to be established in order to sufficiently support our fair value analysis of the 100% equity interest of the Target Group. The major assumptions adopted in this appraisal are:

• There will be no major changes in the existing political, legal, fiscal and economic conditions in China;

• There will be no major changes in the current taxation law in China, that the rates of tax payable remain unchanged and that all applicable laws and regulations will be complied with;

• Exchange rates and interest rates will not differ materially from those presently prevailing;

V – 7 APPENDIX V VALUATION REPORT

• The Projection has been prepared on a reasonable basis, reflecting estimates (i.e. assumptions and parameters adopted in the financial projection) which have been arrived at after due and careful consideration by the Management;

• The availability of finance will not be a constraint on the forecast growth of the Target Group’s operation in accordance with the Projection;

• The Target Group will retain and have competent management, key personnel, and technical staff to support their ongoing operation; and

• Industry trends and market conditions for related industries will not deviate significantly from economic forecasts including but not limit to market relative factors adopted in the discount rate.

MAJOR ASSUMPTIONS OF BUSINESS ENTERPRISE VALUE ANALYSIS

Forecast Period

With reference to the Projection provided by the Management, the forecast period for this valuation analysis is 10 years from 31 December 2015 to 31 December 2025. Beyond this forecast period, we have assumed a terminal growth rate of 3%, based on the estimated long-term inflation rate in China.

Revenue

With reference to the Projection provided by the Management, the revenue of the Target is mainly derived from the revenue contributed by magnetic resonance imaging (‘‘MRI’’)and computed tomography (‘‘CT’’) products. The Target also generates revenue from other products/ services such as x-ray digital radiography systems, ultrasound systems and after-sale services.

According to the financial information provided to us, the Target has achieved strong annual revenue growth for the last three years, with revenue growth rates of 91% for the year ended 31 December 2013, 35% for the year ended 31 December 2014 and 35% for the year ended 31 December 2015 (unaudited). Management expected the sales quantities of MRI and CT products will keep growing in 2016 and 2017, mainly resulting from the continuing growth in demand of medical equipment and machineries by privately owned hospitals in China. Management also plan to launch new products by 2018 to cope with the expected technological evolvement of the medical equipment industry. As advised by the Management, the Target Group entered into sales contracts amounting to approximately RMB115 million through the distributors and its own sales team as of the Latest Practicable Date and is expected to deliver the products in the next 30 to 60 days. Such sales will be recognized by the Target for the financial year ending 31 December 2016 in accordance with the accounting policies of the Target Group. The expected sales of the Target Group in 2016 and 2017 are RMB449,799K and RMB516,612K respectively.

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The revenue for the period 2016 to 2025 is projected as follows:

RMB’000 2016E 2017E 2018E 2019E 2020E

Net Revenue 449,799 516,612 585,673 648,047 705,772 Growth Rate 21% 15% 13% 11% 9%

RMB’000 2021E 2022E 2023E 2024E 2025E

Net Revenue 762,094 809,465 845,188 877,255 900,858 Growth Rate 8% 6% 4% 4% 3%

Cost of Sales

Cost of Sales is forecasted based on the historical average cost margin and management’s industry experience in relation to the expected cost structure of the products to be launched. The cost mainly represents the direct costs of products sold which include direct raw material costs, direct labor costs and depreciation of plant and equipment.

The cost of sales for the period 2016 to 2025 is projected as follows:

RMB’000 2016E 2017E 2018E 2019E 2020E

COS 323,228 372,677 420,002 461,424 500,352 % of Revenue 72% 72% 72% 71% 71%

RMB’000 2021E 2022E 2023E 2024E 2025E

COS 573,963 569,351 592,762 613,959 629,658 % of Revenue 71% 70% 70% 70% 70%

Operating Expenses

Operating expenses include selling expenses and administrative expenses. Major components of selling expenses include staff costs and travelling expenses. For administrative expenses, major components include staff costs research & development expenses. Both selling expenses and administrative expenses are expected to grow largely in line with revenue growth. However, some of the expense items (such as rental expenses and administrative staff costs) are fairly fixed in nature and therefore forecasted to be relatively stable, which will lead to a slight decrease in terms of forecasted percentage of revenue resulting from the economy of scale. Operating expenses are forecasted to account for decreasing proportion of revenue from 23% in 2016 to approximately 21% since 2018 in which the effect from economy of scale has been reflected.

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Operating expenses for the period 2016 to 2025 are projected as follows:

RMB’000 2016E 2017E 2018E 2019E 2020E

Operating Expenses 103,403 114,335 125,231 136,586 145,035 % of Revenue 23% 22% 21% 21% 21%

RMB’000 2021E 2022E 2023E 2024E 2025E

Operating Expenses 156,040 166,346 174,620 182,296 188,514 % of Revenue 21% 21% 21% 21% 21%

Depreciation & Amortization (‘‘D&A’’) and Capital Expenditure (‘‘CAPEX’’)

With reference to the Projection provided by the Management, since the Target is engaged in manufacturing medical devices, heavy investment in CAPEX (such as purchase for equipment and machineries and intangible assets related to research and development) would be incurred. The increase in capital expenditure would be in line with the growth of medical device sales of the Target.

The D&A and CAPEX for the period 2016 to 2025 are projected as follows:

RMB’000 2016E 2017E 2018E 2019E 2020E

D&A 5,367 7,286 9,234 11,214 10,679 CAPEX 18,895 19,387 19,454 20,037 20,639

RMB’000 2021E 2022E 2023E 2024E 2025E

D&A 12,527 14,650 16,836 19,089 21,408 CAPEX 21,258 21,896 22,552 23,229 23,926

V – 10 APPENDIX V VALUATION REPORT

Change in Working Capital (‘‘WC’’)

The estimation on WC balances from the period of 2016 to 2025 is based on the turnover days of key balance sheet items such as trade receivables, inventory, prepayment, accounts and bill payables, deposit received, salary payable, other tax payable and tax payable. The change in WC is shown as the following table:

RMB’000 2016E 2017E 2018E 2019E 2020E

Net WC Investment 24,234 25,090 15,073 23,233 21,169

RMB’000 2021E 2022E 2023E 2024E 2025E

Net WC Investment 21,049 17,877 13,590 12,188 9,012

Income Tax

With reference to the Projection provided by the Management, the Target is certified as a high-tech enterprise, in which it is subject to an income tax rate of 15%. It is assumed that the income tax rate will remain the same from 2016 to 2025 and thereafter.

DETERMINATION OF DISCOUNT RATE

In instances where we have applied the Income Approach to value the equity interests, it is necessary to determine an appropriate discount rate at which to discount the future expected cash flows relating to the business enterprises. The starting point for establishing an appropriate discount rate for the business enterprise value is the cost of capital for the entire business. The Weighted Average Cost of Capital (‘‘WACC’’) represents the weighted average return attributable to all of the capital of the business.

We have analyzed a group of comparable companies as set out in the Report.

WACC is computed with the below formula:

WACC=Ke * (Eq/IC) + Kd * (D/IC)

Where:

Ke = Cost of equity Eq = Equity IC = Invested capital (equity plus all interest bearing debt) Kd = Tax adjusted cost of debt D=Debt

V – 11 APPENDIX V VALUATION REPORT

WACC comprises two components: the cost of equity and the cost of debt. The cost of equity was determined using the Capital Asset Pricing Model (‘‘CAPM’’). The CAPM considers only systematic risk of a company which is captured by beta. The modified CAPM further incorporates nonsystematic risks which are specific to a company. Non-systematic risks of the Target, such as relatively small size and risk of not achieving the expected growth rate, were considered by adding other risk premiums including size premium and company-specific risk premium.

Cost of Equity

The cost of equity under the modified CAPM was computed using the following formula:

Re = Rf + β * MRP + RPS + RPU

Where:

Re = Cost of equity Rf = Risk-free rate β = Beta coefficient MRP = Market risk premium RPS = Size premium RPU = Company-specific risk premium

Risk-free Rate

The yield rates of bonds issued by a government or agency where the risks of default are so low as to be negligible are commonly applied as the risk-free rate. The yield rate of the 10-year Central Government Bond of the PRC of 2.90% as at the Analysis Date, as extracted from S&P Capital IQ terminal, was adopted as the risk-free rate in the analysis.

Beta Coefficient and Selection of Comparable Companies

Beta is a measure for the systematic risk. As the Target is not a listed company, its beta could not be calculated from its historical share prices. We have therefore searched and selected several listed companies as comparable companies based on the similarity of industry, business and financial characteristics. These comparable companies are considered to have same systematic risk factors as the Target.

The comparable companies were selected mainly with reference to the following selection criteria:

• The companies are principally engaged in businesses related to healthcare equipment and services (primary) or health care technology; and

• The financial information of the companies is available to the public.

V – 12 APPENDIX V VALUATION REPORT

According to the aforementioned selection criteria and under best-effort basis, six comparable companies were adopted in the analysis. Details of the exhaustive list of the comparable companies adopted were illustrated as follows:

Comparable Companies Ticker Business Activities

1. St. Jude Medical Inc. NYSE:STJ Develops, manufactures and distributes cardiovascular medical devices for cardiac rhythm management, cardiovascular, and atrial fibrillation therapy areas worldwide.

2. Varian Medical Systems, Inc. NYSE:VAR Designs, manufactures, sells and services medical devices and software products for treating cancer and other medical conditions worldwide.

3. Mindray Medical NYSE:MR Develops, manufactures and markets medical devices International Ltd worldwide.

4. Shandong Weigao Group SEHK:1066 Engages in the research and development, production, Medical Polymer Co., Ltd export, and sale of medical devices in the People’s Republic of China and internationally.

5. PW Medtech Group Ltd SHEK:1358 Operates infusion set business, orthopedic implant business, and regenerative medical biomaterial business in the People’s Republic of China.

6. Beijing Chunlizhengda SEHK:1858 Engages in the research and development, production, Medical Instruments and sale of implantable orthopedic medical devices Co., Ltd in the People’s Republic of China and internationally

Theoretically speaking, comparable companies should be selected considering the business for which the Target Group is engaging in. However, to the best of our knowledge and endeavor, for companies in this industry are mostly manufacturers and distributors of various types of medical devices, in which their product portfolios may not be fully comparable to those of the Target Group. For those comparable companies selected, we have examined their business nature and financial information of the segment (if available from public source) against which the Target Group is engaging in, and consider the comparable companies selected are fair and reasonable for the valuation analysis purpose.

V – 13 APPENDIX V VALUATION REPORT

In our analysis, the beta for the Target was determined as the average of the betas of the comparable companies, with adjustment for differences in corporate tax rates and leverage compositions. The levered beta, extracted from S&P Capital IQ terminal, was used to calculate the unlevered beta. The unlevered beta was calculated to consider the differences in corporate tax rates and leverage compositions of the Target and the comparable companies.

The unlevered beta removes the effects of the use of leverage on the capital structure of a firm. Removing the debt component allows an investor to compare the base level of risk between various companies.

The unlevered beta was computed using the following formula:

β unlevered = levered/[1 + (1 – Tc) (D/E)]

Where:

β unlevered = unlevered beta β levered = levered beta Tc = corporate tax rate D=valueofthefirm’sdebt E=valueofthefirm’s equity D/E = debt-to-equity ratio

The average of the unlevered betas of the comparable companies was then being relevered based on the specific corporate tax rate and the expected debt-to-equity ratio applied to the Target.

The relevered beta was computed using the following formula:

β relevered = β unlevered * [1 + (1 – Tc) (D/E)]

Where:

β relevered = relevered beta β unlevered = unlevered beta Tc = corporate tax rate D=valueofthefirm’sdebt E=valueofthefirm’s equity D/E = debt-to-equity ratio

V – 14 APPENDIX V VALUATION REPORT

The levered betas, applied corporate tax rates and debt-to-equity ratio, the unlevered betas of the comparable companies are as follows:

Adjusted Corporate Debt-to- Unlevered Comparable Company Beta Tax Rate equity ratio Beta

St. Jude Medical Inc. 0.95 10.58% 13% 0.85 Varian Medical Systems, Inc. 0.70 25.72% 0% 0.70 Mindray Medical Int’l Ltd 0.67 15.13% 0% 0.67 Shandong Weigao Group Medical Polymer Co., Ltd 0.66 14.18% 0% 0.66 PW Medtech Group Limited 0.84 16.42% 0% 0.84 Beijing Chunlizhengda Medical Instruments Co., Ltd. 0.72 13.71% 0% 0.72

Average of Unlevered Betas: 0.74

Source: S&P Capital IQ

Market Risk Premium

The market risk premium is the implied risk premium expected from the market which represents the additional return required by an investor as compensation for investing in equities rather than a risk-free instrument.

The equity market of the United States is more mature and stable. The market risk premium of the United States represents the required return required by a rational investor investing in a mature equity market. The PRC equity market is more risky than the United States, which requires for a higher return. Therefore, the market risk premium of the PRC of 6.65% as of the Analysis Date was computed using the market risk premium of the United States and the country risk premium of the PRC.

Market Risk Premium = U.S. market risk premium + PRC country risk premium

The market risk premium of the United States of 5.75% was determined with reference to ‘‘Country Default Spreads and Risk Premiums’’ annual study conducted and published by Professor Aswath Damodaran (‘‘Professor Damodaran’’) in 2015. Professor Damodaran is well- known as author of several widely used academic textbooks on valuation and related subjects.

The country risk premium is based upon the default spread of the bond issued by the country. The PRC country risk premium of 0.9% was also determined with reference to the abovementioned study conducted by Professor Damodaran.

V – 15 APPENDIX V VALUATION REPORT

Size Premium

Size premium is the return in excess of CAPM estimation. The size premium adopted was referenced to the ‘‘2015 Valuation Handbook – Guide to Cost of Capital’’ published by Duff & Phelps Corp. Duff & Phelps Corp. is a listed company in the United States, providing global valuation and corporate finance services.

Market Market Capitalization Capitalization of Smallest of Largest Decile Company Company Size Premium (in millions) (in millions)

Mid-Cap US$2,552.441 US$3,724.186 1.60% Low-Cap US$190.860 US$300.725 4.22%

Source: 2015 Valuation Handbook – Guide to Cost of Capital

Considering the relatively small size of the Target, the size premium of 4.22% for low-cap companies was adopted.

Company-specific Risk Premium

Besides the size of the Target, other company specific factors should be considered. The Target has experienced strong revenue growth in previous years, and is expected to remain strong during the projection period. Meanwhile, Management expects to launch new product lines in future, which increases the uncertainty of the future performance of the Target and make it more risky than the otherwise comparable public listed companies. A higher discount rate is required to reflect this specific risk factor. This company specific risk, which has not been captured by the beta estimated from the comparable companies, should be considered in the modified CAPM. By assessing the additional risk of companies which engaged in the industry of manufacturing and sales of medical devices at similar stage of business as the Target, based on our experience for similar valuations, a reasonable range of specific risk premium of 2.0% to 5.0% should be applied. To further assess the specific risk premium applicable to the Target, based on the abovementioned factors, we consider the Target has a medium level of risk among similar market players. A mid-point of 3.50% of company-specific risk premium is therefore adopted according to our professional judgment.

V – 16 APPENDIX V VALUATION REPORT

Cost of Equity Computation

In the analysis, the adopted values of the abovementioned valuation analysis parameters are summarized as follows:

Valuation Analysis Parameter Value

1. Risk-free Rate 2.90% 2. Beta Coefficient 0.74 3. Market Risk Premium 6.65% 4. Size Premium 4.22% 5. Company-specific Risk Premium 3.5%

Based on the above, the cost of equity under the modified CAPM was calculated as 15.77%.

Cost of Debt

Pre-tax cost of debt represents the expected long term borrowing rate of the Target Group, which is estimated based on the long term borrowing rate in China. Due to the changing lending environment in China (particularly a decreasing trend of interest rates in recent years), historical cost of debt of the Target Group is not representative of the long term borrowing rate as of the Analysis Date. The lending rate for loan terms of 5 year or above published by the People’sBank of China as of the Analysis Date, which we can obtain in market, is the best available source as reference for determining the expected long term borrowing rate of the Target Group. This approach is commonly adopted in valuation practice. Thus, the applicable pre-tax lending rate in Mainland China is considered to be 4.90% as of the Analysis Date.

For determining the after-tax cost of debt, under the Law of the PRC on Enterprise Income Tax Law (the ‘‘EIT Law’’) and Implementation Regulation of the EIT Law, the general income tax rate in China is 25%. As the Target is recognized as a High and New-technology Enterprise in the PRC in November 2014 according to the approval documents《國科火字[2014]261號》,it has been granted tax concessions by the local tax bureau and is entitled to PRC Enterprise Income Tax at concessionary rate of 15% for three years. In this appraisal, it is assumed that there will be no major changes in the current taxation law in China, in which the rates of tax payable remain unchanged and that all applicable laws and regulations will be complied with. Therefore, the preferential income tax rate of 15% was adopted for the assessment of the tax shield. The after- tax cost of debt was computed using the following formula:

After-tax cost of debt = Cost of debt × (1 – applicable enterprise income tax rate)

This resulted after-tax cost of debt is 4.17%.

V – 17 APPENDIX V VALUATION REPORT

Weight of Debt

The computation of WACC requires the determination of the optimal level of debt-to-equity ratio.

As the Target is a private company as of the Analysis Date, it may have limited access to capital market to reach the optimal level of debt-to-equity ratio. According to Professor Damodaran4, adopting the industry average market debt ratio, obtained by looking at financial information of publicly traded companies, is suggested for estimating the weight of debt of a private company, as it is assumed that the capital structure of a private company will move to the industry average debt ratio.

To further understand the debt-to-equity ratio of the Target, we have assessed the financial information of the Target during the years from 2012 to 2015 with a number of observations, including but not limited to: (i) revenue increased by 91%, 35% and 35% (unaudited) for the years ended 31 December 2013, 2014 and 2015 respectively; (ii) the Target reported a turnaround from a loss for the year ended 31 December 2012 to a net profit of RMB 2 million for the year ended 31 December 2013, which further increased by 308% and 364% (unaudited) for the years ended 31 December 2014 and 2015; (iii) net assets of the Target increased by 78%, 29% and 29% (unaudited) as of 31 December 2013, 2014 and 2015 respectively. The historical D/E ratios of the Target (derived based on net debt and net equity as of year-end dates) fluctuated at 12.7% as of 31 December 2013, 28.4% as of 31 December 2014 and 4.4% (unaudited) as of 31 December 2015, in which the financial performance of the Target may be one of the factors for such fluctuation. The fluctuation of historical D/E ratios of the Target further supports our view that the Target, as a private company, may have limited access to capital market to reach optional level of D/E ratio for computation of WACC.

Therefore, instead of using the historical or existing capital structures of the Target as of the Analysis Date, we have adopted the industry average market debt ratio based on the debt-to- equity ratio of the comparable companies to estimate the applicable WACC.

4. Presentation on ‘‘The Cost of Capital’’ by Professor Damodaran; Available from: http://pages.stern.nyu.edu/~adamodar/

V – 18 APPENDIX V VALUATION REPORT

Weight of debt =1/(1 + 1/average of debt-to-equity ratio)

The debt-to-equity ratios of the Comparable Companies are as follows:

Debt-to Comparable Company equity ratio

St. Jude Medical Inc. 13.08% Varian Medical Systems, Inc. 0.00% Mindray Medical Int’l Ltd 0.00% Shandong Weigao Group Medical Polymer Co., Ltd 0.00% PW Medtech Group Limited 0.00% Beijing Chunlizhengda Medical Instruments Co., Ltd. 0.00%

Average of debt-to-equity: 2.18%

Source: S&P Capital IQ

To establish the fairness and representativeness of a set of comparable companies, we have selected the comparable companies based on a series of procedures. From the database of S&P Capital IQ, we have selected the comparable companies according to the criteria that (1) the companies are listed in major capital markets (i.e. Hong Kong and the United States); (2) the companies are principally engaged in businesses related to healthcare equipment and services (primary) or health care technology; (3) the financial information of these companies is available to the public; and (4) the business natures (especially the product types and services offered) and financial information of the companies are comparable to those of the Target. Six companies have been generated from the database based on the above procedures, in which the sample size is considered acceptable based on valuation practice and our professional experience, while these comparable companies are with best comparability with the Target based on our assessment work. To our best effort, we consider that the selection of these comparable companies is fair and reasonable for our valuation analysis purpose.

It is observed that the debt-to-equity ratios of the comparable companies range from 0.00% to 13.08%, with an average ratio of 2.18%. The range is within our acceptable range with reference to certain benchmarks, including but not limited to the debt-to-capitalization ratio for credit rating assessments published by Moody’s Investor Service, a well-recognized global rating agency5. Although five out of six comparable companies have 0% debt-to-equity ratio, these comparable companies have been selected based on the best of our knowledge and endeavor, and we consider the selection is fair and reasonable for our valuation analysis purpose. In addition, the debt-to-equity ratio of each comparable company does not significantly deviate with each

5. We have made reference to ‘‘Moody’s Financial Metrics™ – Key Ratios By Rating And Industry For Global Non- Financial Corporations’’ published by Moody’s Investor Service in December 2013.

V – 19 APPENDIX V VALUATION REPORT other. Therefore, adopting an average debt-to-equity ratio of 2.18% is considered to be a reasonable benchmark as the optimal level of debt-to-equity ratio of the Target for computation of WACC.

Based on the adopted debt-to-equity ratio of 2.18%, the applicable weight of debt is 2.13%.

WACC Computation

The required rates of return on equity and debt determined as illustrated above have been weighted according to the industry average capital structure based on our comparable company analysis. Based on the calculations above, we have estimated the post-tax nominal WACC of the Target Group to be approximately 15.50%.

SENSITIVITY ANALYSIS

The sensitivity analysis has been applied to determine the impact of changes in the discount rate on the fair value of the Target. The results of the sensitivity analysis were as follows:

Change in Applied Fair Value of Change in Discount Rate Discount Rate the Target Fair Value (%) (%) (RMB) (%)

+1.0% 16.50% 178,100,000 –9.9% +0.5% 16.00% 187,400,000 –5.2% 0.0% 15.50% 197,700,000 0.0% –0.5% 15.00% 208,900,000 5.7% –1.0% 14.50% 221,200,000 +11.9%

CONCLUSION OF VALUE

Based on the investigation and analysis stated above and on the analysis method employed, it is our opinion that the fair value of the 100% equity interests of the Target Group as of 31 December 2015 is RENMINBI ONE HUNDRED AND NINTY-SEVEN MILLION AND SEVEN HUNDRED THOUSAND ONLY (RMB197,700,000).

The conclusion of the fair value was based on generally accepted valuation procedures and practices that rely extensively on the use of numerous assumptions and the consideration of many uncertainties, not all of which can be easily quantified or ascertained.

V – 20 APPENDIX V VALUATION REPORT

We hereby certify that we have neither present nor prospective interests in Fullshare Holdings Limited nor the value reported.

Yours faithfully, For and on behalf of AVISTA Valuation Advisory Limited Vincent C B Pang CFA, HKICPA, CPA (Aus.)Director

Note: Mr. Vincent Pang is a member of CFA Institute, Hong Kong Institute of Certified Public Accountants and CPA Australia. Vincent has over 15-year experience in financial valuation and business consulting in Hong Kong and China.

V – 21 APPENDIX V VALUATION REPORT

APPENDIX I – GENERAL LIMITATIONS AND CONDITIONS

This Report was prepared based on the following general assumptions and limiting conditions:

• All data, including historical financial data, which we relied upon in reaching opinions and conclusions or set forth in the Report are true and accurate to our best knowledge. Whilst reasonable care has been taken to ensure that the information contained in the Report is accurate, we cannot guarantee its accuracy and we assume no liability for the truth or accuracy of any data, opinions, or estimates furnished by or sourced from any third parties which we have used in connection with the Report.

• We also assume no responsibilities in the accuracy of any legal matters. In particular, we have not carried out any investigation on the title of or any encumbrances or any interest claimed or claimable against the property appraised. Unless otherwise stated in the Report, we have assumed that the owner’s interest is valid, the titles are good and marketable, and there are no encumbrances that cannot be identified through normal processes.

• We have not verified particulars of property, including their areas, sizes, dimensions, and descriptions, which we have used or have referred to in connection with the preparation of this Report, unless otherwise stated in this Report. Any information regarding areas, sizes, dimensions, and descriptions of property mentioned in this Report are for identification purposes only, and no one should use such information in any conveyance or other legal document. Any plans or graphical illustrations presented in this Report are intended only for facilitating the visualization of the property and its surroundings and such plans or graphical illustrations should not be regarded as a survey or a scale for size.

• The value opinion presented in this Report is based on the prevailing or then prevailing economic conditions and on the purchasing power of the currency stated in the Report as of the date of analysis. The date of value on which the conclusions and opinions expressed apply is stated in this Report.

• This Report has been prepared solely for the use or uses stated. Except for extraction of or reference to the Report by the Company, its financial advisor and/or its independent financial advisor for their respective work in relation to the Proposed Acquisition, it is not intended for any other use or purpose or use by any third parties. We hereby disclaim that we are not liable for any damages and/or loss arisen in connection with any such unintended use.

V – 22 APPENDIX V VALUATION REPORT

• Prior written consent must be obtained from AVISTA Valuation Advisory Limited for publication of this Report. Except for disclosure in the Circular in relation to the Proposed Acquisition, no part of this Report (including without limitation any conclusion, the identity of any individuals signing or associated with this Report or the firms/companies with which they are connected, or any reference to the professional associations or organizations with which they are affiliated or the designations awarded by those organizations) shall be disclosed, disseminated or divulged to third parties by any means of publications such as prospectus, advertising materials, public relations, news.

• No environmental impact study has been carried out, unless otherwise stated in this Report. We assume all applicable laws and governmental regulations are being complied with unless otherwise stated in this Report. We have also assumed responsible ownership and that all necessary licenses, consents, or other approval from the relevant authority or private organizations have been or to be obtained or renewed for any use that is relevant to value analysis in this Report.

• Unless otherwise stated in this Report, the value estimate set out in this Report excludes the impact of presence of any harmful substances such as asbestos, urea- formaldehyde foam insulation, other chemicals, toxic wastes, or other potentially hazardous materials or of structural damage or environmental contamination. For purposes of evaluating potential structural and/or environmental defects, where their existence could have a material impact on value of the property, we would recommend that advices from the relevant experts, such as a qualified structural engineer and/or industrial hygienist, should be sought.

V – 23 APPENDIX VI LETTERS ON FORECAST UNDERLYING THE VALUATION ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

Room 3303, 33/F, West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong

24 March 2016

The Board of Directors Fullshare Holdings Limited

Dear Sirs,

We refer to the profit forecasts (the ‘‘Forecasts’’) underlying the valuation report (the ‘‘Valuation Report’’) prepared by AVISTA Valuation Advisory Limited (‘‘AVISTA’’)dated24 March 2016 in respect of the appraisal value of the entire equity interest of Shenzhen Anke High- Tech Company Limited (the ‘‘Target’’) as at 31 December 2015. The Valuation Report is included in the circular of Fullshare Holdings Limited (the ‘‘Company’’) dated 24 March 2016.

The Valuation Report, which has been arrived at using the income approach, is regarded as a profit forecast under Rule 14.61 of the Rules Governing the Listing of Securities on the Main Board of the Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’).

We have been engaged to assist the directors of the Company (the ‘‘Directors’’)forthe purpose of reporting solely to you under Rule 14.62 of the Listing Rules and for no other purpose. We are not reporting on the arithmetical calculations of the Forecasts and the adoption of accounting policies thereof, and our work does not constitute any valuation of the Target. We accept no responsibility to any other person in respect of, arising out of or in connection with our work.

We have reviewed the Forecasts upon which the Valuation Report has been made for which you as the Directors are solely responsible, and have discussed with you and AVISTA the information and documents provided by you which formed part of the bases and assumptions upon which the Forecasts have been prepared. We have also considered the letter from SHINEWING (HK) CPA LIMITED to be dated 24 March 2016 addressed to yourselves regarding the arithmetical calculations upon which the Forecasts have been made. The Forecasts have been prepared using a set of assumptions that include hypothetical assumptions about future events and other assumptions that may or may not necessarily be expected to occur and, as such, the Forecasts may not be appropriate for purposes other than for deriving the Valuation Report. Even if the events anticipated under the hypothetical assumptions occur, actual results are still likely to differ from the Forecasts since such anticipated events frequently may or may not occur as expected and the variation may be material.

VI – 1 APPENDIX VI LETTERS ON FORECAST UNDERLYING THE VALUATION ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

On the basis of the foregoing and without giving any opinion on the reasonableness of the valuation methods, bases and assumptions selected by AVISTA, for which AVISTA and the Company are responsible, we are of the opinion that the Forecasts, for which you as the Directors are solely responsible, have been made by you after due and careful enquiry in accordance with the bases and assumptions determined by you and AVISTA as set out in the Valuation Report.

Yours faithfully, For and on behalf of BaoQiao Partners Capital Limited Monica Lin Managing Director

VI – 2 APPENDIX VI LETTERS ON FORECAST UNDERLYING THE VALUATION ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

24 March 2016

Board of Directors Fullshare Holdings Limited Unit 2526, Level 25 Admiralty Centre Tower 1 18 Harcourt Road, Admiralty Hong Kong

Dear Sirs,

INDEPENDENT ASSURANCE REPORT

We have examined the accounting policies adopted and calculations of the underlying profit forecast (the ‘‘Underlying Forecast’’) to the business valuation dated 24 March 2016 prepared by AVISTA Valuation Advisory Limited (the ‘‘Valuer’’) in respect of the valuation on 深圳安科高技術股份有限公司 (Shenzhen Anke High-tech Co., Ltd) (‘‘Shenzhen Anke’’) and its subsidiaries (collectivelyreferredtoasthe‘‘Anke Group’’) in connection with the proposed acquisition of 72.19% equity interests in Shenzhen Anke by Fullshare Holdings Limited, (the ‘‘Company’’)asof 31 December 2015 as set out in Appendix V of the circular of the Company dated 24 March 2016 (the ‘‘Circular’’).

Directors’ Responsibilities

The directors of the Company and Shenzhen Anke (the ‘‘Directors’’) are solely responsible for the preparation of the Underlying Forecast including the bases and assumptions, for the purpose of business valuation of the Anke Group based on discounted cash flow method. The Underlying Forecast has been prepared using a set of bases and assumptions (the ‘‘Assumptions’’) that include hypothetical assumptions about future events and management’s actions that are not necessarily expected to occur. Even if the events anticipated occur, actual results are still likely to be different from the Underlying Forecast and the variation may be material. The Directors are responsible for the reasonableness and validity of the Assumptions.

Our Independence and Quality Control

We have complied with the independence and other ethical requirement of the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants, (the ‘‘HKICPA’’) which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

VI – 3 APPENDIX VI LETTERS ON FORECAST UNDERLYING THE VALUATION ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

Reporting Accountant’s Responsibilities

Our responsibility is to express an opinion, based on our work on the Underlying Forecast and to report our opinion solely to you, as a body, solely for the purpose of reporting under Rule 14.62 of Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and for no other purpose. We have not reviewed, considered or conducted any work on the reasonableness and the validity of the Assumptions and express no opinion on the reasonableness and validity of the Assumptions on which the Underlying Forecast is based. We accept no responsibility to any other person in respect of, arising out of or in connection with our work.

We conducted our engagement in accordance with the Hong Kong Standard on Assurance Engagements 3000 (Revised) (‘‘HKSAE 3000 (Revised)’’) ‘‘Assurance Engagements Other Than Audits or Reviews of Historical Financial Information’’ and with reference to the procedures specified in Hong Kong Standard on Investment Circular Reporting Engagements 500 ‘‘Reporting on Profit Forecast, Statements of Sufficiency of Working Capital and Statements of Indebtedness’’ issued by the HKICPA. We examined the consistency of accounting policies adopted and the arithmetical accuracy of the Underlying Forecast. We have planned and performed our work to obtain reasonable assurance for giving our opinion below.

We have planned and performed such procedures as we considered necessary to assist the Directors solely in evaluating whether the Underlying Forecast, so far as the accounting policies and calculations are concerned, has been properly compiled in accordance with the Assumptions made by the Directors. Our work does not constitute any valuation of the Anke Group.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

VI – 4 APPENDIX VI LETTERS ON FORECAST UNDERLYING THE VALUATION ON SHENZHEN ANKE HIGH-TECH COMPANY LIMITED

Opinion

In our opinion, so far as the accounting policies and calculations are concerned, the Underlying Forecast has been properly compiled in accordance with the Assumptions adopted by the Directors as set out in Appendix V of the Circular and is presented on a basis consistent in all material aspects with the accounting policies currently adopted by the Company.

Yours faithfully, SHINEWING (HK) CPA Limited Certified Public Accountants Wong Hon Kei, Anthony Practising Certificate Number: P05591 Hong Kong

VI – 5 APPENDIX VII GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the directors of the Company (the ‘‘Directors’’) collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquires, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

Directors’ and Chief Executive’s Interests and Short Positions in Shares, underlying Shares and debentures

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO which(i)wererequiredtobenotifiedtotheCompany and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the ‘‘Model Code’’) contained in the Listing Rules, were as follows:

(i) Long positions in the Shares or underlying Shares

Approximate percentage of the Number of issued share issued Shares capital of the Name of Director Nature of interests held Company

Mr. Ji Beneficial owner and 10,126,770,454 64.76% interest in controlled corporation (Note)

Mr. Shi Zhiqiang Beneficial owner 2,780,000 0.02%

Mr. Wang Bo Beneficial owner 6,000,000 0.04%

Note: 937,910,000 Shares are held by Mr. Ji directly as the beneficial owner. In addition, by virtue of the SFO, Mr. Ji is deemed to be interested in the 9,188,860,454 Shares held by Magnolia Wealth International Limited (‘‘Magnolia Wealth’’), a company incorporated in the British Virgin Islands whose entire issued share capital is beneficially owned by Mr. Ji. Accordingly, Mr. Ji is interested in 10,126,770,454 Shares.

VII – 1 APPENDIX VII GENERAL INFORMATION

(ii) Long positions in the shares of the Company’s associated corporation

Approximate Name of Number of percentage of associated issued Shares the associated Name of Director corporation Capacity held corporation

Mr. Ji Magnolia Wealth Beneficial owner 1 100%

Save as disclosed above, none of the Directors or chief executives of the Company had any interests or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO or as recorded in the register maintained by the Company pursuant to Section 352 of the SFO, or as otherwise to be notified to the Company and the Stock Exchange pursuant to the Model Code as at the Latest Practicable Date.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors was a director or employee of a company which had an interest or short position in the shares or underlying shares of the Company which disclosure to the Company and the Stock Exchange under the provisions of Division 2 and 3 of Part XV of the SFO is required.

Substantial shareholders

So far as is known to the Directors and the chief executive of the Company, as at the Latest Practicable Date, the following persons (other than a Director or chief executive of the Company) had an interest or a short position in the Shares or underlying Shares of the Company as recorded in the register required to be kept under section 336 of the SFO:

Long positions in the Shares or underlying Shares

Approximate percentage of Number of the issued share issued Shares capital of the Name of Shareholders Nature of interests held Company

Magnolia Wealth Beneficial owner 9,188,860,454 58.76% (Note 1)

Superb Colour Limited Beneficial owner 1,410,255,950 9.02% (‘‘Superb Colour’’) (Note 2)

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Approximate percentage of Number of the issued share issued Shares capital of the Name of Shareholders Nature of interests held Company

China Huarong International Interest of controlled 1,410,255,950 9.02% Holdings Limited（中國華 Corporation 融國際控股有限公 (Note 2) 司）(‘‘China Huarong International’’)

Huarong Real Estate Co., Interest of controlled 1,410,255,950 9.02% Ltd.（華融置業有限責任 Corporation 公司）(‘‘Huarong Real (Note 2) Estate’’)

China Huarong Asset Interest of controlled 1,410,255,950 9.02% Management Co., Ltd. Corporation （中國華融資產管理 (Note 2) 股份有限公司） (‘‘China Huarong Asset’’)

Ministry of Finance of the Interest of controlled 1,410,255,950 9.02% People’s Republic of Corporation China（中華人民共和國財 (Note 2) 政部）(the ‘‘MFC’’)

Note:

1. The entire issued share capital of Magnolia Wealth is beneficially owned by Mr. Ji.

2. Reference is made to the disclosure of interest forms dated 18 January 2016 of Superb Colour, China Huarong International, Huarong Real Estate, China Huarong Asset and the MFC published on the Stock Exchange’s website. Superb Colour is interested in 1,410,255,950 Shares. Superb Colour is a wholly-owned subsidiary of China Huarong International, which in turn is owned as to 88.1% by Huarong Real Estate. Huarong Real Estate is a wholly-owned subsidiary of China Huarong Asset, which in turn is owned as to 63.36% by the MFC, a State- owned entity. As such, each of China Huarong International, Huarong Real Estate, China Huarong Asset and the MFC is deemed to be interested in the said Shares under the SFO.

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Save as disclosed above, no other person (other than a Director or chief executive of the Company) had any interests or short positions in the Shares or underlying Shares of the Company as recorded in the register required to be kept under section 336 of the SFO as at the Latest Practicable Date.

3. COMPETING BUSINESS

As disclosed in the circular of the Company dated 28 October 2013 relating to, amongst other things, very substantial acquisition in relation to the acquisition of 南京豐盛資產管理有限公司 (Nanjing Fullshare Asset Management Limited*) (‘‘Nanjing Fullshare Asset Management’’), a limited liability company incorporated in the PRC on 19 July 2002, which as at the Latest Practicable date, is wholly owned by the Company and reverse takeover involving a new listing application (the ‘‘RTO Circular’’), pursuant to the non-competition undertaking dated 25 October 2013 entered into between the Controlling Shareholders and the Company (the ‘‘Non- Competition Undertaking’’), save for continuing their engagements in the Excluded Projects (as defined in the RTO Circular) and certain exceptions relating to their holding of and/or being interested in shares and other securities in any member of the Group and any other company listed on recognised stock exchange engaging in the restricted business (please refer to the RTO Circular for details) set out in the non-competition undertaking, the Controlling Shareholders will not be allowed to engage in any residential property (including villas) and mixed-use property (as defined in the section headed Glossary of Technical Terms of the RTO Circular) development business in the PRC and they will be only involved in the commercial property development business. As at the Latest Practicable Date, the Controlling Shareholders were engaging in the development of the three property projects located in Nanjing, Wenchang and Dujiangyan in the PRC and ten property projects located in Australia and Canada through the Excluded Companies (as defined in the RTO Circular). (Nanjing Fullshare Dazu Technology Company Limited*) (‘‘Nanjing Fullshare Technology’’), which was an Excluded Company (as defined in the RTO Circular) through which the Controlling Shareholders engage in an Excluded Project (as defined in the RTO Circular) named 豐盛商滙 (Feng Sheng Shang Hui*), has become an indirect wholly- owned subsidiary of the Group since 19 January 2015. Save for the Non-Competition Undertaking, as at the Latest Practicable Date, the Controlling Shareholders did not give any other non-competition undertaking to the Company.

As disclosed in the announcements of the Company dated 22 March 2015 and 12 May 2015, an indirect wholly-owned subsidiary of the Company, as purchaser, entered into an equity transfer agreement (the ‘‘May 2015 Agreement’’) dated 12 May 2015 to acquire, amongst other things, the entire equity interest of each of 南京豐盛能源管理有限公司 (Nanjing Fullshare Energy Management Company Limited*), 上海法斯克能源科技有限公司 (Shanghai Far-seeker Energy Technology Company Limited*) (‘‘Shanghai Far-seeker’’)and安徽省綠色建築有限公司 (Anhui Green Building Company Limited*), and 95% equity interest in 南京法斯克能源科技發展有限公司 (Nanjing Far-seeker Energy Technology Company Limited*) (‘‘Nanjing Far-seeker’’) from 南京豐盛新能源科技股份有限公司 (Nanjing Fullshare Energy Science & Technology Company Limited*) (‘‘Nanjing Fullshare Energy’’), as vendor. Nanjing Far-seeker is principally engaged

VII – 4 APPENDIX VII GENERAL INFORMATION in the business of investment in, construction management and operation management of energy station whereas the rest of the aforesaid target companies are principally engaged in the businesses of green building consultancy, regional energy planning, green building technology research and development, EMC in hotel, hospital and office park. Nanjing Fullshare Energy Management Company Limited, Anhui Green Building Company Limited and Nanjing Far-seeker became subsidiaries of the Company as at 12 June 2015; Shanghai Far-Seeker became a subsidiary of the Company as at 17 June 2015. Upon completion of the acquisition, the remaining business of Nanjing Fullshare Energy, namely two projects involving investments in, construction of and management of energy station (collectively, the ‘‘Energy Station Projects’’,eacha ‘‘Energy Station Project’’) will compete with the principal business of Nanjing Far-seeker. As at the Latest Practicable Date, Nanjing Fullshare Energy was owned by Mr. Ji as to approximately 77.53% while Mr. Ji was one of the directors of Nanjing Fullshare Energy. Since the Energy Station Projects do not fall within the meaning of the ‘‘Restricted Business’’under the Non- Competition Undertaking, namely the business in the real estate development of residential properties and the mixed-use properties (as defined in the section headed Glossary of Technical Terms of the RTO Circular) in the PRC, Mr. Ji’s interest in Nanjing Fullshare Energy does not constitute any breach of the Non-Competition Undertaking. At the time the May 2015 Agreement was entered into, the Company was not satisfied with the results of the preliminary financial due diligence review on one of the Energy Station Projects and there was limited financial information on the other Energy Station Project as Nanjing Fullshare Energy succeeded in the bid of the other Energy Station Project in March 2015 (the ‘‘New Energy Station Project’’) and therefore the Energy Station Projects were not acquired under the May 2015 Agreement. Depending on the results of the due diligence review to be conducted by the Group and/or the professional advisers engaged by the Group on, among others, the financial and legal aspects of the New Energy Station Project and the negotiations to be conducted between the Group and Nanjing Fullshare Energy, the Group may or may not consider acquiring the New Energy Station Project. No definitive agreement relating to the acquisition of the New Energy Station Project was entered into by the Group as at the Latest Practicable Date. Further announcement(s) will be made by the Company pursuant to the Listing Rules as and when appropriate.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or proposed Directors or their respective close associates (as defined in the Listing Rules) had any interests in a business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Company or any member of the Group which does not expire or is not determinable by the Group within one year without payment of compensation, other than statutory compensation.

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5. DIRECTORS’ INTEREST IN ASSETS

On 22 September 2013, Nanjing Fullshare Asset Management entered into a property leasing agreement with Nanjing Fullshare Technology which was indirectly owned as to 79.74% by Mr. Ji immediately prior to the completion of the acquisition of the entire issued share capital of Nanjing Fullshare Technology by the Group, for a term of three years commencing on 1 January 2013 (unless at any time either party gives at least three months’ prior written notice of termination to the other party and agreed by such party), pursuant to which Nanjing Fullshare Technology has agreed to lease a property located in Nanjing to Nanjing Fullshare Asset Management for office premises at an annual rental payable of RMB786,642. Nanjing Fullshare Technology became an indirect wholly-owned subsidiary of the Company since 19 January 2015.

As at the Latest Practicable Date, save as disclosed above, none of the Directors had any direct or indirect interest in any asset since 31 December 2014, being the date to which the latest published audited consolidated financial statements of the Group were made up and up to the Latest Practicable Date, which had been acquired or disposed of by, or leased to, or are proposed to be acquired or disposed of by, or leased to, any member of the Group.

6. DIRECTORS’ INTERESTS IN CONTRACTS

There was no contract or arrangement entered into by any member of the Group subsisting as at the Latest Practicable Date in which any Director was materially interested and which was significant to the business of the Group.

7. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position or prospect of the Group since 31 December 2014, being the date to which the latest published audited consolidated financial statements of the Group were made up.

8. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

VII – 6 APPENDIX VII GENERAL INFORMATION

9. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) were entered into by the Group within the two years preceding the Latest Practicable Date and are or may be material:

1. the equity transfer agreement dated 5 September 2014 entered into between 南京豐利股權投資企業（有限合夥）(Nanjing Fengli Equity Investment Enterprise (limited partnership)*) (‘‘Nanjing Fengli’’), an indirect wholly-owned subsidiary of the Company, Nanjing Tonglu Asset Management Limited (‘‘Nanjing Tonglu’’)and Nanjing Changfa Dushi Real Estate Development Co. Ltd. pursuant to which Nanjing Fengli conditionally agreed to buy and Nanjing Tonglu conditionally agreed to sell 80% equity interest in 南京天韻房地產開發有限公司(Nanjing Tianyun Real Estate Development Company Limited*), which was a PRC-incorporated company principally engaged in property development, at a consideration of RMB500 million;

2. the placing agreement entered into between the Company and Guotai Junan Securities (Hong Kong) Limited (the ‘‘Placing Agent’’), as the placing agent, dated 7 November 2014 pursuant to which the Company has appointed the Placing Agent, and the Placing Agent has conditionally agreed to procure, on a best effort basis, not less than six placees to subscribe for up to 680,000,000 new placing Shares at the placing price of HK$0.45 per placing Share. The fund raised was utilized by a wholly-owned project company for investment purpose pursuant to the investment construction contract entered into with the People’s Government of Huayang Town, Jurong City, Jiangsu Province, China. Details of the investment were disclosed in the announcement of the Company dated 26 November 2014;

3. the equity transfer agreement dated 20 November 2014 entered into between Nanjing Fengli and Jiangsu Sufeng Investment Company Limited (‘‘Jiangsu Sufeng’’)anda supplemental agreement dated 12 December 2014 entered into between Nanjing Fengli, 江蘇省豐盛房地產開發有限公司 (Jiangsu Province Fullshare Property Development Limited*) (‘‘Jiangsu Fullshare Property’’) and Jiangsu Sufeng, pursuant to which Nanjing Fengli and Jiangsu Fullshare Property conditionally agreed to buy 99% and 1%, respectively, and Jiangsu Sufeng conditionally agreed to sell 99% and 1%, respectively, equity interest in Fullshare Lujian at a consideration of RMB200 million. Fullshare Lujian was a PRC-incorporated company principally engaged in the business of housing engineering construction, architectural decoration and fitting out in the PRC and its PRC-incorporated wholly-owned subsidiary was principally engaged in construction engineering management consulting and engineering design services in the PRC;

VII – 7 APPENDIX VII GENERAL INFORMATION

4. the equity transfer agreement dated 8 December 2014 entered into amongst Nanjing Fengli and Jiangsu Fullshare Property, each being an indirect wholly-owned subsidiary of the Company, and Nanjing Fullshare Holding and 南京新盟資產管理有限公司 (Nanjing Xinmeng Asset Management Limited*) (‘‘Xinmeng Asset’’), pursuant to which Nanjing Fengli and Jiangsu Fullshare Property have conditionally agreed to acquire from Nanjing Fullshare Holding and Xinmeng Asset 99% and 1% of the issued share capital in Nanjing Fullshare Technology, respectively, and Nanjing Fullshare Holding and Xinmeng Asset have conditionally agreed to sell 99% and 1% of the issued share capital in Nanjing Fullshare Technology to Nanjing Fengli and Jiangsu Fullshare Property, respectively, at an aggregate consideration of RMB667,000,000. Nanjing Fullshare Technology was a PRC-incorporated company principally engaged in real estate development and sale;

5. the placing agreement entered into between the Company and the Placing Agent dated 17 December 2014 pursuant to which the Company has appointed the Placing Agent, and the Placing Agent has conditionally agreed to procure, on a best effort basis, not less than six placees to subscribe for up to 1,000,000,000 new placing Shares at the placing price of HK$0.48 per placing Share. The fund raised was utilized to pay part of the considerations pursuant to the equity transfer agreements set out in item (n) and (p) and as general working capital;

6. the equity transfer agreement dated 20 January 2015 entered into amongst Nanjing Fengli, Nanjing Fullshare Asset Management, each being an indirect wholly-owned subsidiary of the Company, and 南京慧谷企業管理諮詢有限公司 (Nanjing Huigu Enterprise Management Consulting Co., Ltd.*) (‘‘Nanjing Huigu’’), pursuant to which Nanjing Fengli and Nanjing Fullshare Asset Management have conditionally agreed to acquire from Nanjing Huigu 99% and 1% equity interest in 江蘇安家利置業有限公司 (Jiangsu Anjiali Zhiye Company Limited*) (‘‘Jiangsu Anjiali’’), respectively, and Nanjing Huigu has conditionally agreed to sell 99% and 1% equity interest in Jiangsu Anjiali to Nanjing Fengli and Nanjing Fullshare Asset Management, respectively, at an aggregate consideration of RMB438 million. Each of Jiangsu Anjiali and its two wholly-owned subsidiaries was a PRC-incorporated company principally engaged in property development;

7. the collateral agreement dated 13 February 2015 entered into between Nanjing Fullshare Technology and 中國華融資產管理股份有限公司浙江省分公司 (Zhejiang Province Branch of China Huarong Asset Management Co., Ltd*) (‘‘Zhejiang Huarong’’) pursuant to which Nanjing Fullshare Technology agreed to pledge the land use right the land lot no. 14100169005 with a total site of 48,825.47 sq.m located at east to Ningdan Road, Yuhuatai District, Nanjing, Jiangsu Province, China as a collateral in respect of the debt in the principal amount of RMB519,074,500 due and owingtoZhejiangHuarongby山東金百利房地產開發有限公司 (Shandong JinBaiLi

VII – 8 APPENDIX VII GENERAL INFORMATION

Development Company Limited*) and 中國正信（集團）有限公司 (China Zhengxin Group Company Limited*), there is no consideration passing to or from any member of the Group;

8. the May 2015 Agreement dated 12 May 2015 entered into between Fullshare Lujian and Nanjing Fullshare Energy, pursuant to which Nanjing Fullshare Energy conditionally agreed to sell and Fullshare Lujian conditionally agreed to purchase the entire equity interest of Nanjing Fullshare Energy Management Company Limited*（南京豐盛能源管理有限公司）, Shanghai Far-seeker Energy Technology Company Limited*（上海法斯克能源科技有限公司）and Anhui Green Building Company Limited*（安徽省綠色建築有限公司）, and 95% equity interest in Nanjing Far-seeker free from all encumbrances at an aggregate consideration of RMB28 million. Nanjing Far-seeker was principally engaged in the business of investment in, construction management and operation management of energy station whereas the rest of the aforesaid target companies are principally engaged in the businesses of green building consultancy, regional energy planning, green building technology research and development, EMC in hotel, hospital and office park;

9. the intellectual properties rights transfer agreement entered into amongst Fullshare Lujian, Nanjing Fullshare Energy and Hubei Fengshen Purifying Airconditioning Facilities Engineering Company Limited*（湖北風神淨化空調設備工程有限公司） (‘‘Hubei Fengshen’’), pursuant to which Nanjing Fullshare Energy and Hubei Fengshen conditionally agreed to sell and Fullshare Lujian conditionally agreed to purchase the 14 patents and software copyrights held by Nanjing Fullshare Energy and/or Hubei Fengshen in relation to the green building construction free from all encumbrances at consideration of RMB1.7 million;

10. the equity transfer agreement dated 29 May 2015 (the ‘‘29 May 2015 Equity Transfer Agreement’’) entered into amongst Nanjing Fullshare Asset Management*（南京豐盛資產管理有限公司）(‘‘Nanjing Fullshare Asset Management’’), Nanjing Shanbao Investment Management Limited*（南京善寶投資管理有限公司）(‘‘Nanjing Shanbao Investment Management’’) and Jiangsu Province Fullshare Property Development Limited*（江蘇省豐盛房地產開發有限公司）(‘‘Jiangsu Fullshare Property’’), pursuant to which Nanjing Fullshare Asset Management has conditionally agreed to sell, and Nanjing Shanbao Investment Management has conditionally agreed to acquire the entire equity interest in Jiangsu Fullshare Property, which was an indirect wholly- owned subsidiary of the Company, at a consideration of RMB467 million (equivalent to approximately HK$584 million);

11. the equity pledge agreement dated 29 May 2015 entered into amongst Nanjing Fullshare Asset Management, Nanjing Shanbao Investment Management and Jiangsu Fullshare Property, pursuant to which Nanjing Shanbao Investment Management has agreed to pledge the entire equity interest in Jiangsu Fullshare Property together with

VII – 9 APPENDIX VII GENERAL INFORMATION

all the rights and interest thereto (including but not limited to dividends) under the 29 May 2015 Equity Transfer Agreement to Nanjing Fullshare Asset Management to secure the performance of Nanjing Shanbao Investment Management’s obligations under the 29 May 2015 Equity Transfer Agreement.;

12. the equity transfer agreement dated 24 June 2015 entered into between the Company and Zall Development (HK) Holding Company Limited（卓爾發展（香港）控股有限公司）(‘‘Zall Hong Kong’’), pursuant to which the Company has conditionally agreed to purchase and Zall Hong Kong has conditionally agreed to sell 90% of equity interest in Zall Development (Shenyang) Limited*（卓爾發展（瀋陽）有限公司）(‘‘Zall Development Shenyang’’), a company principally engaged in residential and commercial property development in the PRC, for a consideration of RMB587 million;

13. the equity transfer agreement dated 24 June 2015 entered into between the Company and Zall Hong Kong, pursuant to which the Company has conditionally agreed to purchase and Zall Hong Kong has conditionally agreed to sell 90% of equity interest in Zall Trading Development (Xiaogan) Limited*（卓爾商貿發展（孝感）有限公司）,a company principally engaged in residential and commercial property development in the PRC, for a consideration of RMB149 million;

14. the sale and purchase agreement dated 13 October 2015 entered into between the Company and Mr. Ji, pursuant to which the Company conditionally agreed to purchase and Mr. Ji conditionally agreed to sell 50,000 shares representing the entire issued share capital of Rich Unicorn Holdings Limited for a consideration of HK$1,042,956,000;

15. the disposal agreement dated 6 November 2015 entered into between the Company and Sun Field Property Holdings Limited 新域置業控股有限公司 (‘‘Sun Field’’), pursuant to which the Company conditionally agreed to dispose of and Sun Field conditionally agreed to purchase the entire issued share capital of Active Mind Investments Limited, being a direct wholly-owned subsidiary of the Company principally engaged in investment holding, for a consideration of RMB685,270,000; in addition, Fullshare Green Building Group Company Limited*（豐盛綠建集團有限公司）(‘‘Fullshare Green Building’’), being an indirect wholly-owned subsidiary of the Company agreed to assign and Sun Field agreed to accept the assignment of a shareholder’s loan due from Zall Development Shenyang to Fullshare Green Building in the sum of RMB9,000,000 for a consideration of RMB9,000,000;

16. the disposal agreement dated 6 November 2015 entered into between the Company and Sun Field, pursuant to which the Company conditionally agreed to dispose of and Sun Field conditionally agreed to purchase the entire issued share capital of Advance Goal Investment Limited, a direct wholly-owned subsidiary of the Company principally engaged in investment holding, for a consideration of RMB173,944,000;

VII – 10 APPENDIX VII GENERAL INFORMATION

17. the disposal agreement dated 9 November 2015 entered into between Jiangsu Anjiali Zhiye Company Limited*（江蘇安家利置業有限公司）(‘‘Jiangsu Anjiali’’), being an indirect wholly-owned subsidiary of the Company, and Nanjing Dongzhou Property Development Limited*（南京東洲房地產開發有限公司）(‘‘Nanjing Dongzhou’’), pursuant to which Jiangsu Anjiali conditionally agreed to dispose of and Nanjing Dongzhou conditionally agreed to purchase the entire equity interest of Jurong DashengPropertyDevelopmentCompanyLimited*（句容達盛房地產開發有限公司）(‘‘Jurong Dasheng’’), a company principally engaged in property development, for a consideration of RMB269,104,000; in addition, Nanjing Dongzhou had agreed to repay a shareholder’s loan due from Jurong Dasheng to Jiangsu Anjiali on behalf of Jurong Dasheng in the sum of approximately RMB194,558,000;

18. the disposal agreement dated 9 November 2015 entered into between Jiangsu Anjiali and Nanjing Dongzhou pursuant to which Jiangsu Anjiali conditionally agreed to dispose of and Nanjing Dongzhou conditionally agreed to purchase the entire equity interest of Jurong Dingsheng Property Development Company Limited*（句容鼎盛房地產開發有限公司）(‘‘Jurong Dingsheng’’), a company principally engaged in property development, for a consideration of RMB254,496,000; in addition, Nanjing Dongzhou had agreed to repay a shareholder’s loan due from Jurong Dingsheng to Jiangsu Anjiali on behalf of Jurong Dingsheng in the sum of approximately RMB129,206,000;

19. the sale and purchase agreement dated 27 November 2015 entered into amongst Nanjing Fullshare Dazu Technology Company Limited*（南京豐盛大族科技股份有限公司）(‘‘Nanjing Fullshare Dazu’’) and Nanjing Sheng Chuang Investments Company Limited*（南京盛創投資有限公司）(‘‘Nanjing Sheng Chuang’’)andJiangsuKean Construction Engineering Company Limited*（江蘇科安建設工程有限公司）(‘‘Jiangsu Kean’’), pursuant to which Nanjing Fullshare Dazu conditionally agreed to purchase and Nanjing Sheng Chuang and Jiangsu Kean conditionally agreed to sell 90% and 10% of their respective shareholding interests in Jiangsu Anke Science and Technology Development Co., Ltd.*（江蘇安科科技發展有限公司）for an aggregate consideration of RMB21,471,000; and

20. the subscription agreement dated 17 December 2015 entered in to between the Company and Superb Colour Limited (‘‘Superb Colour’’), pursuant to which Superb Colour conditionally agreed to subscribe for and the Company conditionally agreed to allot and issue a total of 448,717,500 new ordinary shares of HK$0.01 each in the share capital of the Company at the subscription price of HK$1.56 per subscription share.

VII – 11 APPENDIX VII GENERAL INFORMATION

10. QUALIFICATIONS AND CONSENTS OF EXPERTS

(a) The following sets out the qualifications of the experts who gave opinion or advice contained in this circular:

Name Qualification

TC Capital Asia Limited a corporation licensed to carry out Type 1 (dealing in (‘‘TC Capital’’) securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

BaoQiao Partners Capital a corporation licensed to carry out Type 1 (dealing in Limited securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

SHINEWING (HK) CPA Certified Public Accountants Limited

AVISTA Valuation a professional valuation firm Advisory Limited

(b) As at the Latest Practicable Date, the above experts did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the being Group.

The above experts have given and have not withdrawn their written consent to the issue of this circular with the inclusion of their letters and references to their names in the form and context in which they appear respectively.

As at the Latest Practicable Date, none of the above experts had any direct or indirect interest in any assets since 31 December 2014, being the date to which the latest published audited consolidated financial statements of the Group were made up, which had been acquired or disposed of by, or leased to, or are proposed to be acquired or disposed of by, or leased to, any member of the Group.

11. MISCELLANEOUS

(a) The registered office of the Company is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

(b) The Hong Kong branch share registrar and transfer office of the Company is Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

VII – 12 APPENDIX VII GENERAL INFORMATION

(c) The principal place of business of the Company in Hong Kong is at Unit 2526, Level 25, Tower One, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong.

(d) The principal share registrar and transfer office of the Company is Royal Bank of Canada Trust Company (Cayman) Limited, 4th Floor, Royal Bank House, 24 Shedden Road, George Town, Grand Cayman KY1-1110, Cayman Islands.

(e) The company secretary of the Company is Ms. Seto Ying. Ms. Seto is a fellow member of the Association of Chartered Certified Accountants, a member of the Hong Kong Institute of Certified Public Accountants and an associate member of the Hong Kong Institute of Chartered Secretaries.

(f) The English text of this circular shall prevail over the Chinese text, in case of any inconsistency.

12. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents or copies are available for inspection at our principal place of business in Hong Kong at Unit 2526, Level 25, Tower One, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong during the normal business hours for 14 days from the date of the circular:

(a) the memorandum and articles of association of the Company;

(b) the Anke Sale Transfer Agreement;

(d) the letter from the Independent Board Committee, the text of which is set out under the section headed ‘‘Letter from the Independent Board Committee’’ of this circular;

(e) the letter from the Independent Financial Adviser, the text of which is set out under the section headed ‘‘Letter from Independent Financial Adviser’’ of this circular;

(f) the annual reports of the Company for the two financial years ended 31 December 2013 and 31 December 2014 and the interim report of the Company for the six months ended 30 June 2015;

(g) the accountants’ report of Anke High-tech, the text of which is set out in Appendix II to this circular;

(h) the unaudited pro forma financial information of the Enlarged Group, the text of which is set out in Appendix III to this circular;

VII – 13 APPENDIX VII GENERAL INFORMATION

(i) the Valuation Report;

(j) the consent letter from referred to in the paragraph headed ‘‘Expert’’ in this appendix;

(k) a copy of each circular issued by the Company pursuant to the requirements set out in Chapters 14 and/or 14A which has been issued since the date of the latest published audited accounts; and

(l) this circular.

VII – 14 NOTICE OF EXTRAORDINARY GENERAL MEETING

Fullshare Holdings Limited 豐盛控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 00607)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’)of Fullshare Holdings Limited (the ‘‘Company’’) will 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. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutionasanordinaryresolutionoftheCompanytobetakenbywayofpoll:

ORDINARY RESOLUTION

‘‘THAT

(a) the entering into of the share transfer agreement dated 3 February 2016 (the ‘‘Anke Share Transfer Agreement’’) between Nanjing Fullshare Asset Management Company Limited*（南京豐盛資產管理有限公司）(the ‘‘Purchaser’’) as the purchaser and Mr. Ji and Nanjing Fullshare Industrial Holding Group Co. Limited*（南京豐盛產業控股集團有限公司）as the vendors (the ‘‘Vendors’’), pursuant to which the Purchaser conditionally agreed to buy, and the Vendors conditionally agreed to sell approximately 72.19% of the issued share capital in Shenzhen Anke High-Tech Company Limited*（深圳安科高技術股份有限公司）, at an aggregate cash consideration of RMB140,000,000 and all other transactions contemplated under the Anke Share Transfer Agreement (a copy of the Anke Share Transfer Agreement is tabled at the meeting and marked ‘‘A’’ and initialled by the chairman of the meeting for identification purpose) be and are hereby confirmed, approved and ratified; and

(b) any one director of the Company be and is hereby authorised to execute all documents and to do all such things and take all such other steps which, in his/her opinion, may be necessary or desirable in connection with the transactions contemplated under the Anke Share Transfer Agreement.’’

Yours faithfully, ByOrderoftheBoard Fullshare Holdings Limited Ji Changqun Chairman

Hong Kong, 24 March 2016

* For identification purpose only

EGM – 1 NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered Office: Principal place of business Cricket Square in Hong Kong: Hutchins Drive Unit 2526, Level 25 P.O. Box 2681 Tower One, Admiralty Centre Grand Cayman KY1-1111 18 Harcourt Road, Admiralty Cayman Islands Hong Kong

Notes:

1. A member entitled to attend and vote at the EGM convened by the above notice shall be entitled to appoint another person as his proxy to attend and, subject to the provisions of the articles of association of the Company, vote instead of him. A proxy need not be a member of the Company.

2. Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the EGM the vote of the joint holder whose name stands first on the register of members of the Company in respect of the joint holding who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.

3. In order to be valid, the form of proxy for use at the EGM must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, at 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 not less than 48 hours before the time for holding the EGM or adjournment thereof.

4. As at the date of this notice, the executive Directors are Mr. JI Changqun, Mr. SHI Zhiqiang, Mr. WANG Bo and Mr. FANG Jian, the non-executive Directors are Mr. Eddie Hurip and Mr. CHEN Minrui, and the independent non- executive Directors are Mr. LAU Chi Keung, Mr. CHOW Siu Lui and Mr. TSANG Sai Chung.

EGM – 2