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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

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

Financial Adviser to Fullshare Holdings Limited

(1) SUBSCRIPTION OF NEW SHARES IN HIN SANG GROUP (INTERNATIONAL) HOLDING CO. LTD. INVOLVING ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE AND (2) FORMATION OF JOINT VENTURE

THE SUBSCRIPTION

On 27 April 2016 (after trading hours), the Company entered into the Subscription Agreement with Hin Sang Group. Pursuant to the Subscription Agreement, the Company has conditionally agreed to subscribe for and Hin Sang Group has conditionally agreed to allot and issue a total of 250,000,000 Subscription Shares at the Subscription Price. The 250,000,000 Subscription Shares represent approximately (i) 31.23% of the issued share capital of Hin Sang Group of 800,468,000 Hin Sang Shares as at the date of this announcement; and (ii) 23.80% of the issued share capital of Hin Sang Group as enlarged by the issue of the Subscription Shares, assuming that there will be no change in the issued share capital of Hin Sang Group between the date of this announcement and the Completion. The aggregate nominal value of the Subscription Shares under the Subscription will be HK$25,000,000.

The Subscription Price of HK$1.18 per Subscription Share represents (i) a discount of approximately 33.33% to the closing price of HK$1.77 per Hin Sang Share as quoted on the Stock Exchange on the date of the Subscription Agreement; and (ii) a discount of approximately 22.37% to the average closing price of approximately HK$1.52 per Hin Sang Share as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Subscription Agreement.

Based on the Subscription Price of HK$1.18 per Subscription Share, the Consideration for the Subscription Shares shall be HK$295,000,000 (equivalent to HK$1.18 per Subscription Share) for the Subscription Shares and shall be payable by the Company to Hin Sang Group upon Completion in the following manners:

(1) as to HK$64,600,000 will be paid by the Company in cash from its internal resources to Hin Sang Group; and

(2) as to the remaining balance of HK$230,400,000, the Company will issue the Consideration Shares to Hin Sang Group (or a wholly-owned subsidiary of Hin Sang Group as nominated by it).

A total of 118,765,000 Consideration Shares will be allotted and issued, representing approximately 0.76% of the existing issued share capital of the Company and approximately 0.75% of the issued share capital of the Company as enlarged by the issue of the Consideration Shares, assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the Completion. The aggregate nominal value of the Consideration Shares is HK$1,187,650.

The issue price of HK$1.94 per Consideration Share represents (i) a discount of approximately 19.83% to the closing price of HK$2.42 per Share as quoted on the Stock Exchange on the date of the Subscription Agreement; and (ii) a discount of approximately 14.91% to the average closing price of approximately HK$2.28 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Subscription Agreement.

The Consideration Shares will be issued under the General Mandate. The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

FORMATION OF JV COMPANY

On 27 April 2016, the Company entered into the JV Agreement with Hin Sang Group for the establishment of the JV Company. The initial registered capital of the JV Company will be HK$60,000,000 and it will be contributed as to 49% by the Company and 51% by Hin Sang Group. The JV Company will not become a subsidiary of the Company.

The JV Company will be principally engaged in development of mother and child health products, pharmaceutical factory, hospital, medical centre and related services.

The Directors consider the terms of the Subscription Agreement (including the Subscription Price, the Consideration, the issuance of the Consideration Shares and the issue price of the Consideration Share) and the JV Agreement (including the capital contribution by the Company) are on normal commercial terms and are fair and reasonable, and that the Subscription and the formation of the JV Company in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

Since the Subscription Agreement and the JV Agreement are entered into by the Company with the same party, the Subscription and the formation of the JV Company will be calculated on an aggregate basis for the purpose of Rule 14.22 of the Listing Rules.

As all the applicable percentage ratios in respect of the Subscription together with the capital contribution of the Company in the JV Company on an aggregate basis are less than 5% and the Subscription Agreement provides that the part of the Consideration shall be satisfied by the allotment and issue of the Consideration Shares, the Subscription together with the formation of the JV Company pursuant to the JV Agreement on an aggregate basis constitute a share transaction of the Company under Chapter 14 of the Listing Rules.

Since the Completion of the Subscription and the formation of the JV Company is subject to fulfillment of the conditions under the Subscription Agreement and the JV Agreement, the Subscription and the formation of the JV Company may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

THE SUBSCRIPTION

On 27 April 2016 (after trading hours), the Company entered into the Subscription Agreement with Hin Sang Group, pursuant to which the Company has conditionally agreed to subscribe for and Hin Sang Group has conditionally agreed to allot and issue a total of 250,000,000 Subscription Shares at the Subscription Price of HK$1.18 per Subscription Share.

The Subscription Agreement

Date

27 April 2016 (after trading hours)

Parties

(i) the Company as subscriber; and

(ii) Hin Sang Group as issuer

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, save for the Subscription pursuant to the Share Subscription Agreement and the formation of the JV Company pursuant to the JV Agreement as disclosed in this announcement, Hin Sang Group and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

Subscription Shares

Pursuant to the Subscription Agreement, the Company has conditionally agreed to subscribe for and Hin Sang Group has conditionally agreed to allot and issue a total of 250,000,000 Subscription Shares at the Subscription Price. The 250,000,000 Subscription Shares represent approximately (i) 31.23% of the issued share capital of Hin Sang Group of 800,468,000 Hin Sang Shares as at the date of this announcement; and (ii) 23.80% of the issued share capital of Hin Sang Group as enlarged by the issue of the Subscription Shares, assuming that there will be no change in the issued share capital of Hin Sang Group between the date of this announcement and the Completion. The aggregate nominal value of the Subscription Shares under the Subscription will be HK$25,000,000.

The Subscription Shares will be issued pursuant to the specific mandate to be approved at the general meeting of Hin Sang Group. The Subscription Shares, when issued and fully paid, will rank pari passu among themselves and with the Hin Sang Shares in issue at the time of allotment and issue of the Subscription Shares. Hin Sang Group will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

PRINCIPAL TERMS OF THE SUBSCRIPTION AGREEMENT

Set out below are the key terms of the Subscription Agreement:

Consideration

Based on the Subscription Price of HK$1.18 per Subscription Share, the consideration for the Subscription Shares (the “Consideration”) shall be HK$295,000,000 (equivalent to HK$1.18 per Subscription Share) for the Subscription Shares and shall be payable by the Company to Hin Sang Group upon Completion in the following manners:

(1) as to HK$64,600,000 will be paid by the Company in cash from its internal resources to Hin Sang Group; and

(2) as to the remaining balance of HK$230,400,000, the Company will issue the Consideration Shares to Hin Sang Group (or a wholly-owned subsidiary of Hin Sang Group as nominated by it).

Subscription Price

The Subscription Price per Subscription Share was determined after arm’s length negotiations between the Company and Hin Sang Group on the date of the Subscription Agreement with reference to the recent trading price of the Hin Sang Shares and the current market conditions.

Condition of the Subscription

Completion of the Subscription under the Subscription Agreement is conditional upon:

(A) the shareholders of Hin Sang Group having approved the Subscription Agreement and the transactions contemplated under the Subscription Agreement in accordance with the applicable Listing Rules (including the specific mandate required for the issue of the Subscription Shares);

(B) the granting of approval by the Stock Exchange for the listing of, and the permission to deal in, the Subscription Shares which may only be subject to conditions as are customarily stipulated by the Stock Exchange for listing of shares, and such approval not having been revoked;

(C) the granting of approval by the Stock Exchange for the listing of, and the permission to deal in, the Consideration Shares which may only be subject to conditions as are customarily stipulated by the Stock Exchange for listing of shares, and such approval not having been revoked;

(D) Genwealth Group, being the controlling shareholder of Hin Sang Group, having placed at least 50,000,000 Hin Sang Shares held by it (the “Placing Shares”) to person(s) (the “Independent Placee(s)”) independent of Hin Sang Group, Genwealth Group and the Company at a price not lower than HK$1.18 per Placing Share; and each Independent Placee having undertaken to Hin Sang Group and Genwealth Group that, within 6 months after the Placing Shares are issued to it, it shall not, directly or indirectly:

(i) transfer or dispose of, nor enter into any agreements to transfer or dispose of or otherwise create any options, rights, interests or encumbrances in respect of any of the Placing Shares placed to it or any interest in such Placing Shares (which includes any interest in a company which holds the Placing Shares) or securities that constitute or confer the right to receive the Placing Shares or securities convertible into or exercisable or exchangeable for or repayable with the Placing Shares;

(ii) enter into a swap agreement or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Placing Shares placed to it, whether any such swap agreement or other agreement or transaction is to be settled by delivery of the Placing Shares or other securities, in cash or otherwise; or

(iii) agree (conditionally or unconditionally) to enter into or effect any transaction with the same economic effect as any of the transactions referred to in paragraphs (i) and (ii) above;

However, the above restrictions shall not apply to creation or entry into of any agreement to create any pledge or charge in respect of any of the Placing Shares placed to it or any interest in such Placing Shares (which includes any interest in a company which holds the Placing Shares).

(E) Hin Sang Group being able to maintain the public float as required by the Stock Exchange or under the Listing Rules after the Completion;

(F) Hin Sang Group’s warranties having remained true and accurate in all material respects;

(G) the Company’s warranties having remained true and accurate in all material respects;

(H) the Subscription not triggering an obligation to make a mandatory general offer under the Takeovers Code by the Company and/or parties acting in concert (as defined in the Takeovers Code) with it; and

(I) there being no Material Adverse Effect.

The Company may at any time waive in writing conditions in paragraphs (F) and/or (I) above and such waiver may be made subject to such terms and conditions as may be determined by the Company. Hin Sang Group may at any time waive in writing condition in paragraph (G) above and such waiver may be made subject to such terms and conditions as may be determined by Hin Sang Group. All other conditions may not be waived.

If any of the conditions set out above have not been fulfilled or waived by the Company or Hin Sang Group (as the case may be) at or before 4:00 p.m. on the Long Stop Date, the Subscription Agreement shall lapse, whereupon all rights and obligations of the parties thereto shall cease to have effect except in respect of any accrued rights and obligations.

Consideration Shares

The issue price of HK$1.94 per Consideration Share was determined after arm’s length negotiations between the Company and Hin Sang Group on the date of the Subscription Agreement with reference to the recent trading price of the Shares and the current market conditions. The Directors consider that such issue price is fair and reasonable and that the issuance of the Consideration Share to settle part of the Consideration is in the interests of the Company and the Shareholders as a whole.

The Consideration Shares will be issued under the General Mandate. Under the General Mandate, the Directors are allowed to allot and issue up to 2,714,000,000 Shares, being 20% of the issued share capital of the Company as at the date of the annual general meeting of the Company on 14 May 2015. Up to the date of this announcement, 1,130,197,500 Shares have been allotted and issued pursuant to the General Mandate. Therefore, as at the date of this announcement, the maximum number of Shares that can be issued under the General Mandate is 1,583,802,500 Shares and the General Mandate is sufficient for the issue and allotment of the Consideration Shares. Accordingly, the issue of the Consideration Shares is not subject to approval of the Shareholders.

Lock-up undertaking by the Company

In respect of the Subscription Shares (but not any other Hin Sang Shares that the Company may own or hold), the Company undertakes to Hin Sang Group that, within 3 years after Completion, it shall not, directly or indirectly:

(1) transfer or dispose of, nor enter into any agreements to transfer or dispose of or otherwise create any option, rights, interests or encumbrances in respect of any of the Subscription Shares or any interest in such Subscription Shares (which includes any interest in a company which holds the Subscription Shares) or securities that constitute or confer the right to receive the Subscription Shares or securities convertible into or exercisable or exchangeable for or repayable with the Subscription Shares;

(2) enter into a swap agreement or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Subscription Shares, whether any such swap agreement or other agreement or transaction is to be settled by delivery of the Subscription Shares or other securities, in cash or otherwise; or

(3) agree (conditionally or unconditionally) to enter into or effect any transaction with the same economic effect as any of the transactions referred to in paragraphs (1) and (2) above.

However, the above restrictions shall not apply to (i) a transfer of the Subscription Shares (or the interest therein) to any wholly-owned subsidiary of the Company; and (ii) creation or entry into of any agreement to create any pledge or charge in respect of any of the Subscription Shares or any interest in such Subscription Shares (which includes any interest in a company which holds the Subscription Shares).

Lock-up undertakings by Hin Sang Group

In respect of the Consideration Shares, Hin Sang Group undertakes to the Company that within 3 years after Completion, Hin Sang Group shall not, directly or indirectly:

(1) transfer or dispose of, nor enter into any agreements to transfer or dispose of or otherwise create any options, rights, interests or encumbrances in respect of any of the Consideration Shares or any interest in such Consideration Shares (which includes any interest in a company which holds the Consideration Shares) or securities that constitute or confer the right to receive the Consideration Shares or securities convertible into or exercisable or exchangeable for or repayable with the Consideration Shares;

(2) enter into a swap agreement or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Consideration Shares, whether any such swap agreement or other agreement or transaction is to be settled by delivery of the Consideration Shares or other securities, in cash or otherwise; or

(3) agree (conditionally or unconditionally) to enter into or effect any transaction with the same economic effect as any of the transactions referred to in paragraphs (1) and (2) above.

However, the above restrictions shall not apply to creation or entry into of any agreement to create any pledge or charge in respect of any of the Consideration Shares or any interest in such Consideration Shares (which includes any interest in a company which holds the Consideration Shares).

Directorship in Hin Sang Group

Pursuant to the Subscription Agreement, the parties agreed that on and from Completion and for such time as the Company (together with its affiliates) holds, directly or indirectly, more than 20% of the Hin Sang Shares in issue:

(1) To the extent not contravening the constitutional documents of Hin Sang Group and all applicable laws, rules (including the Listing Rules), regulations and codes applicable to Hin Sang Group, the Company shall have the right from time to time to nominate one person to be appointed and to continue in office as an executive director of Hin Sang Group and one person to be appointed and to continue in office as a non-executive director of Hin Sang Group, provided that such persons shall fulfil and comply with relevant qualifications and requirements as directors of Hin Sang Group under applicable laws, rules (including the Listing Rules), regulations and codes; and

(2) Hin Sang Group shall on reasonable endeavours permissible by the constitutional documents of Hin Sang Group and all applicable laws, rules (including the Listing Rules), regulations and codes procure that the persons nominated by the Company to be directors of Hin Sang Group shall constitute at least one-fourth of its board membership.

Completion

Completion of the Subscription will take place on the Completion Date.

Application for Listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

FORMATION OF JV COMPANY

Principal terms of the JV Agreement are set out below:

Scope of business

The JV Company will be principally engaged in development of mother and child health products, pharmaceutical factory, hospital, medical centre and related services.

Conditions precedent

The JV Agreement is conditional upon the following conditions precedent:

(i) all necessary approvals and consents to the execution of the JV Agreement and the performance of the transactions contemplated thereunder being obtained;

(ii) the transactions contemplated under (a) the Subscription Agreement and (b) the share subscription agreement dated 27 April 2016 entered into by Hin Sang Group with a third party independent of Hin Sang Group and its connected persons in relation to the subscription of 30,000,000 new Shares of Hin Sang Group having been completed; and

(iii) Hin Sang Group having obtained approval from its shareholders and having complied with the relevant requirements under the Listing Rules in relation to the JV Agreement and the transactions contemplated hereunder.

Subscription of JV Shares and funding commitment

(1) the Company shall subscribe for 294,000,000 JV Shares for HK$29,400,000 in cash, representing 49% of the total issued share capital of the JV Company. The capital contribution payable by the Company will be funded by its internal resources.

(2) Hin Sang Group shall subscribe for 306,000,000 JV Shares for HK$30,600,000 in cash, representing 51% of the total issued share capital of the JV Company.

Pursuant to the JV Agreement, (1) Hin Sang Group shall provide shareholder’s loan of not less than HK$69,400,000 to the JV Company. Such shareholder’s loan shall be advanced on a date to be determined by the board of directors of the JV Company (the “JV Board”) which shall bear the interest of 2% per annum for a term of 3 years, repayable on demand at such time as the JV Board shall determine; (2) Hin Sang shall procure the provision of a loan of not less than HK$58,280,000 to the JV Company by the controlling shareholder of Hin Sang Group. Such loan shall be advanced on a date to be determined by the JV Board which shall bear the interest of 2% per annum for a term of 3 years, repayable on demand at such time as the JV Board shall determine.

The capital contributions and the funding commitment are determined after arm’s length negotiation of the parties and with reference to the initial funding needs of the JV Company and the agreed share of each party in the total amount of issued capital of the JV Company.

JV Board composition

The JV Board will consist of five directors, three of which shall be nominated by Hin Sang Group and the Company shall nominate two directors.

Dividends

The JV Shareholders shall procure that for each financial year, the distributable profits of each member of the JV Group other than the JV Company are distributed up to the JV Company by way of dividend and that the JV Company distributes by way of dividend not less than 25% of the profits of the JV Company available for distribution after appropriation of prudent and proper reserves including allowance for future working capital and provision for tax.

Transfer of JV Shares

Subject to the terms and conditions of the JV Agreement, no transfer of any JV Shares shall be made by either JV Shareholder within a period of three years from the date of the JV Agreement and no transfer shall be made thereafter unless the provisions contained in the articles of associations of the JV Company are complied with. No JV Shareholder shall otherwise sell, mortgage, charge, or otherwise dispose of or encumber the whole or any part of its shareholding or assign or otherwise purport to deal with the beneficial interest in or any right in relation to the JV Company separate from the legal interest.

INFORMATION ON HIN SANG GROUP

Hin Sang Group is a company incorporated in the Cayman Islands with limited liability. The ordinary shares of Hin Sang Group of HK$0.10 each are listed on the Main Board of the Stock Exchange with stock code no. 6893. As at the date of this Agreement, Hin Sang Group has an authorized share capital of HK$200,000,000 divided into 2,000,000,000 Shares, of which 800,468,000 Shares have been issued.

Hin Sang Group and its subsidiaries are principally engaged in developing, marketing, selling and distributing a wide variety of personal care products (mainly consisting of bath and shower gels, shampoos, conditioners, and skin care products), health care products (mainly consisting of health supplements including but not limited to child specific milk supplements, dietary supplements, appetizing teas, nutritive drinks, cough and cold remedies, herbal teas and medicated oils) and household products (mainly consisting of laundry detergents and antiseptic germicides) under various brands.

Set out below is a summary of the audited consolidated financial information of Hin Sang Group and its subsidiaries for the two financial years ended 31 March 2014 and 2015 prepared in accordance with Hong Kong financial reporting standards:

For the financial year ended 31 March 2015 2014 HK$ HK$

Net profit before taxation and extraordinary items 15,450,000 61,175,000

Net profit after taxation and extraordinary items 11,051,000 49,704,000

According to the audited consolidated financial information of Hin Sang Group and its subsidiaries, the net asset value of Hin Sang Group as at 31 March 2015 was approximately HK$334,682,000.

EFFECT OF THE SHAREHOLDINGS STRUCTURE OF THE COMPANY

The following table illustrates (by reference to the information on shareholdings available to the Company as at the date of this announcement) the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after Completion and the allotment and issue of the Consideration Shares, on the assumption that there will be no other change to the share capital of the Company between the date of this announcement and the Completion.

immediately after Completion and the allotment and issue of the Shareholders As the date of this announcement Consideration Shares Number of Number of Shares Approximate % Shares Approximate %

Magnolia Wealth (Note 1) 9,188,860,454 58.76 9,188,860,454 58.32 Mr. Ji (Note 1) 937,910,000 6.00 937,910,000 5.95 Mr. Shi Zhiqiang (Note 2) 2,780,000 0.02 2,780,000 0.02 Mr. Wang Bo (Note 2) 6,000,000 0.04 6,000,000 0.04 Hin Sang Group – – 118,765,000 0.75 Other Public Shareholders 5,502,557,046 35.18 5,502,557,046 34.92

Total 15,638,107,500 100 15,756,872,500 100

Notes:

1. Magnolia Wealth is a company incorporated in the British Virgin Islands, the entire issued share capital of which is beneficially owned by Mr. Ji. Mr. Ji is the Chairman of the Board and the Chief Executive Officer and executive Director of the Company.

2. Mr. Shi Zhiqiang and Mr. Wang Bo are the executive Directors.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION AGREEMENT AND THE JV AGREEMENT

The Group is principally engaged in the property development, provision of green building services and investment. Furthermore, as disclosed in the management discussion and analysis in the Company’s annual report for the year ended 31 December 2015, the Group will expedite the development in healthcare business.

Mr. Ji, the controlling shareholder and chairman of the Company, has acted as the honorary chairman of the board of directors of Nanjing University of Chinese Medicine, a famous institution of higher education in the field of traditional Chinese medicine, the dean of Fullshare Health Institute（豐盛健康學院）subordinated to Nanjing University of Chinese Medicine, the director of the board of Wuhan University, the honorary chairman of the Institute of Chinese Medicine and Natural Medicine of Wuhan Chinese Medicine and the honorary chairman of Singapore Chinese Medicine College under Singapore Chinese Physicians Association（新加坡中醫師公會） . He possesses authoritative and extensive industrial resources and networks in the healthcare business by means of Chinese medicine. The Company recently acquired Shenzhen Anke High-Tech Company Limited*（深圳安科高技術股份有限公司）, which is a key enterprise and a pioneer as one of the first domestic enterprises engaged in China’s medical device industry.

The Company will cooperate with Hin Sang Group to expand the business of mother-infant Chinese medicine healthcare as well as diagnosis and treatment services in mainland China, Hong Kong, Southeast Asia and Australia in the future, in particular by leveraging on the “two-child” policy in mainland China to expand the huge market in mother-infant healthcare there.

Hin Sang Group shall use the cash Consideration paid by the Company to invest in the healthcare business to be developed together with the Group which may include but not limited to the development of mother and child healthcare products, pharmaceutical company, hospital, medical centre and related services. The formation of the JV Company is in line with such cooperation and business plan.

Meanwhile, Hin Sang Group is cooperating with the Company to carry out a traditional Chinese physician alliance plan, and is in discussion with the Company relating to the feasibility to establish flagship clinic to provide traditional Chinese medical services for mothers and children in Hong Kong, which expects to open four flagship clinics at the first phase.

The Directors believe that the Subscription and the formation of the JV Company will provide an opportunity for the Group to step into the healthcare industry through the cooperation with Hin Sang Group, which is in line with the business expansion plan of the Company.

The Directors consider the terms of the Subscription Agreement (including the Subscription Price, the Consideration, the issuance of the Consideration Shares and the issue price of the Consideration Share) and the JV Agreement (including the capital contribution by the Company) are on normal commercial terms and are fair and reasonable, and that the Subscription and the formation of the JV Company are in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

DEFINITIONS

“associate(s)” has the meaning ascribed thereto under the Listing Rules

“Board” means the board of Directors

“Business Day” means a day on which banks are open for business in Hong Kong (excluding Saturdays, Sundays and public holidays);

“Company” means Fullshare Holdings Limited 豐盛控股有限公司, a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on the Stock Exchange

“Completion” means completion of the Subscription pursuant to the Subscription Agreement

“Completion Date” means the date of Completion, which should be within ten Business Day following the satisfaction (or waiver in accordance with the terms of the Subscription Agreement) of the conditions precedent set out in the Subscription Agreement (or such other date as the Company and the Subscriber may agree)

“connected person(s)” has the meaning ascribed thereto under the Listing Rules

“controlling shareholder” has the meaning ascribed thereto under the Listing Rules

“Consideration” has the meaning ascribed thereto under the sub-section headed “Consideration” in this announcement

“Consideration Share(s)” means the 118,765,000 Shares to be issued by the Company as part of the payment of the Consideration for the Subscription Shares, on terms set out in the Subscription Agreement

“Director(s)” means the director(s) of the Company

“General Mandate” means the general mandate for the Directors to allot and issue 2,714,000,000 Shares authorized by the Shareholders at the annual general meeting of the Company held on 14 May 2015

“Genwealth Group” Genwealth Group Holding Company Limited, being the controlling shareholder of Hin Sang Group and as at the date of this announcement holding 600,000,000 Hin Sang Shares, representing approximately 74.96% of the total issued share capital of Hin Sang Group

“Group” means the Company and its subsidiaries

“Hin Sang Group” Hin Sang Group (International) Holdings Co. Ltd, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange (stock code: 6893)

“Hin Sang Share(s)” means ordinary share(s) of HK$0.10 each in the share capital of Hin Sang Group

“Hong Kong” means Hong Kong Special Administrative Special Region of the PRC

“HK$” means Hong Kong dollar, the lawful currency of Hong Kong

“JV Agreement” means the joint venture agreement dated 27 April 2016 entered into between the Company and Hin Sang Group in relation to the proposed formation of the JV Company

“JV Company” means the new company to be established by the Company and Hin Sang Group in Hong Kong pursuant to the JV Agreement

“JV Group” means the JV Company and its subsidiaries from time to time

“JV Shareholders” means the shareholders of the JV Company, being the Company and Hin Sang Group

“JV Share(s)” means the ordinary share(s) of the JV Company together with all rights attaching thereto

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

“Long Stop Date” means 31 July 2016 or such other date as the Company and Hin Sang Group may agree in writing;

“Magnolia Wealth” means 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

“Material Adverse means any change, event or circumstance, occurrence or any Effect” combination thereof arising or occurring, the effect of which has, or is reasonably likely to have, a material adverse effect on (i) the business, operations, assets, liabilities (including contingent liabilities), financial condition, financial results or prospects of Hin Sang Group and its subsidiaries as a whole, or (ii) the ability of the Hin Sang Group to perform its obligations under the Subscription Agreement

“Mr. Ji” means Mr. Ji Changqun, the Chairman of the Board, Chief Executive Officer and executive Director of the Company

“PRC” means the People’s Republic of China

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

“Shareholder(s)” means holder(s) of the Share(s)

“Stock Exchange” means The Stock Exchange of Hong Kong Limited

“Subscription” means the subscription of 250,000,000 Subscription Shares by the Company pursuant to the Subscription Agreement

“Subscription Price” means the subscription price of HK$1.18 per Subscription Share

“Subscription Share(s)” means 250,000,000 new Hin Sang Shares (representing approximately 31.23% of the total issued shares of Hin Sang Group as at the date of this announcement) to be subscribed by the Company and issued by Hin Sang Group at the Subscription Price pursuant to the Subscription Agreement

“Subscription the conditional Subscription Agreement dated 27 April 2016 entered Agreement” into between the Company and Hin Sang Group in relation to the Subscription

“substantial has the meaning ascribed thereto under the Listing Rules shareholder(s)”

“Takeovers Code” means the Hong Kong Code on Takeovers and Mergers

“%” means per cent.

By order of the Board Fullshare Holdings Limited Ji Changqun Chairman

Hong Kong, 27 April 2016

As at the date of this announcement, the executive Directors are Mr. Ji Changqun (Chairman), Mr. Shi Zhiqiang, Mr. Wang Bo and Mr. Fang Jian; the non-executive Director is Mr. Eddie Hurip; and the independent non-executive Directors are Mr. Lau Chi Keung, Mr. Chow Siu Lui and Mr. Tsang Sai Chung.