Contents Contents Corporate Information 2 Biographical Details of Directors and Senior Management 3 Chairman’s Statement 8 Management Discussion and Analysis 10 Corporate Governance Report 26 Report of the Directors 38 Independent Auditor’s Report 61 Consolidated Statement of Comprehensive Income 67 Consolidated Balance Sheet 69 Consolidated Statement of Changes In Equity 71 Consolidated Statement of Cash Flows 72 Notes to the Consolidated Financial Statements 74 Five Years Financial Summary 202 Annual Report 2018 Fullshare Holdings Limited 1 Corporate Information Corporate Information BOARD OF DIRECTORS PRINCIPAL BANKERS Executive Directors China CITIC Bank Corporation Limited Mr. Ji Changqun (Chairman and CEO) Bank of Communications Co., Ltd. Mr. Wang Bo UBS AG Ms. Du Wei (appointed on 7 July 2018) Mr. Shi Zhiqiang (resigned on 7 July 2018) Industrial and Commercial Bank of China Limited The Hongkong and Shanghai Banking Corporation Limited Independent Non-executive Directors Bank of Jiangsu Co., Ltd Mr. Lau Chi Keung Nanjing Bank Co., Ltd Mr. Chow Siu Lui Bank of China Travel Service Co., Ltd Jiaozuo Mr. Tsang Sai Chung AUDITOR LEGAL ADVISER PricewaterhouseCoopers Baker & McKenzie Certified Public Accountants 22/F, Prince’s Building REGISTERED OFFICE Central, Hong Kong Cricket Square COMPANY SECRETARY Hutchins Drive Ms. Seto Ying P.O. Box 2681 Grand Cayman KY1-1111 AUTHORISED REPRESENTATIVES Cayman Islands Mr. Wang Bo HEAD OFFICE AND PRINCIPAL PLACE Ms. Seto Ying OF BUSINESS AUDIT COMMITTEE Unit 10-12, Level 43, Champion Tower Mr. Chow Siu Lui (Chairman) Three Garden Road Mr. Lau Chi Keung Central, Hong Kong Mr. Tsang Sai Chung PRINCIPAL SHARE REGISTRAR REMUNERATION COMMITTEE Royal Bank of Canada Trust Company Mr. Lau Chi Keung (Chairman) (Cayman) Limited Mr. Ji Changqun 4th Floor, Royal Bank House Mr. Tsang Sai Chung 24 Shedden Road, George Town NOMINATION COMMITTEE Grand Cayman KY1-1110 Cayman Islands Mr. Ji Changqun (Chairman) Mr. Lau Chi Keung BRANCH SHARE REGISTRAR IN HONG KONG Mr. Tsang Sai Chung Tricor Standard Limited RISK MANAGEMENT COMMITTEE Level 22 Ms. Du Wei (Chairman) (appointed on 7 July 2018) Hopewell Centre Mr. Wang Bo 183 Queen’s Road East Mr. Tsang Sai Chung Hong Kong Mr. Shi Zhiqiang (resigned on 7 July 2018) WEBSITE ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE www.fullshare.com (ESTABLISHED ON 7 JULY 2018) STOCK CODE Mr. Wang Bo (Chairman) Ms. Du Wei 00607 Mr. Tsang Sai Chung 2 Fullshare Holdings Limited Annual Report 2018 Biographical Details of Directors and Senior Management Biographical Details of Directors and Senior Management DIRECTORS Executive Director Mr. Ji Changqun (“Mr. Ji”), aged 50, was appointed as an executive director of Fullshare Holdings Limited (the “Company”, together with its subsidiaries, the “Group”), chief executive officer, the chairman of the board (the “Board”) of directors (the “Directors”), the chairman of nomination committee (the “Nomination Committee”) and a member of remuneration committee (the “Remuneration Committee”) of the Company on 12 December 2013. Mr. Ji is responsible for the Group’s strategic control and organization development. Mr. Ji has over ten years of management experience in the real estate industry in the People’s Republic of China (“PRC”). He was a director of certain subsidiaries of the Company. Mr. Ji was a director and the chairman of Nanjing Jiangong Industrial Group Co., Ltd.*（南京建工產業集團有限公司, formerly known as “Nanjing Fullshare Industrial Holding Group Co., Ltd.* 南京豐盛產業控股集團有限公司”）(“Nanjing Jiangong Industrial”). He obtained a diploma of adult higher education majoring in highway and city road issued by Nanjing Associated Workers’ College（南京聯合職工大學） in February 1999. Mr. Ji studied the courses for postgraduates majoring in management science and engineering in Southeast University from September 2003 to September 2005. Mr. Ji obtained a master’s degree majoring in business administration issued by Macau University of Science and Technology in June 2006. Mr. Ji is a PRC senior engineer and senior economist. Mr. Ji worked as the project manager and the branch manager of Nanjing Jiasheng Infrastructure Engineering Co., Limited*（南京嘉盛基礎建設工程有限公司）from March 1993 to August 1995. Mr. Ji worked as the deputy general manager and the general manager of Jiasheng Construction Group Co., Limited*（嘉盛建設集團有限公司）from September 1995 to November 2011. Mr. Ji holds a lot of social positions, including the chairman of Australia Nanjing General Chamber of Commerce（澳大利亞南京總商會）, the chairman of Anhui Chamber of Commerce of Jiangsu Province（江蘇省安徽商會）, the honorary chairman of the board of Nanjing University of Chinese Medicine, the dean of Fullshare Health College（豐盛健康學院）of 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 School of Pharmaceutical Sciences of Wuhan University, the honorary chairman of Singapore Chinese Medicine College, etc. Mr. Ji was awarded with various honors, including Nanjing Model Worker in 2006, Outstanding Contribution Entrepreneur of Jiangsu Construction Industry （江蘇省建築業突出貢獻企業家）in 2007, Nanjing Guangcai Programme Star（南京市光彩事業之星）in 2010, National Outstanding Entrepreneur on Staff Caring in Private Sector（全國關愛員工優秀民營企業家）in 2011, May 1 Labour Medal award winner of Jiangsu Province（江蘇省五一勞動獎章）in 2012, Outstanding Builder of Socialism with Chinese Characteristics of Jiangsu Province（江蘇省優秀中國特色社會主義事業建設者）in 2012, Top 10 Integrity Models（十大誠信標兵）issued by Jiangsu Province in 2012, the 4th Outstanding Entrepreneur of Jiangsu Province in 2013 （二零一三年第四屆江蘇省優秀企業家）and 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）. Annual Report 2018 Fullshare Holdings Limited 3 Biographical Details of Directors and Senior Management Mr. Wang Bo (“Mr. Wang”), aged 38, was appointed as an executive Director of the Company on 10 September 2014, a member of risk management committee (the “Risk Management Committee”) of the Company on 16 December 2016 and the chairman of environmental, social and governance committee (the “ESG Committee”) of the Company on 7 July 2018. Mr. Wang is responsible for Group’s overseas investment and financing, operation and management of education segment, management of the Group’s Hong Kong office and hosting general meetings and board meetings of the Company. Mr. Wang is also responsible for assisting the investor relations (the “IR”) and public relations (the “PR”) of the Company. Mr. Wang obtained a bachelor of laws degree from Nanjing University of Finance & Economics in 2001, a master of laws degree from Nanjing University in 2004 and a Juris doctor degree from Duke University, the United States of America (“USA”) in 2007. He also obtained Legal Profession Qualification of PRC in 2002. Mr. Wang worked as an associate and a senior associate of King & Wood Mallesons from 2007 to 2010 and a manager of Legal Department of DBS Bank (China) Limited Shanghai Branch from 2010 to 2011. From March 2011 to September 2014, Mr. Wang worked as the general manager of Fullshare Group Limited and the director and the managing director of Fullshare International Group Limited. Since March 2011, Mr. Wang has been and is currently a director of Fullshare Group Limited. Mr. Wang is also a director of certain subsidiaries of the Company. Mr. Wang was the chairman and a non-executive director of Applied Development Holdings Limited (“ADHL”) (stock code: 519), a company listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), during the period from September 2016 to December 2017. Mr. Wang was the sole shareholder, the director and the legal representative of Nanjing Mei Xun Industrial and Trade Co., Ltd.*（南京美迅工貿實業有限公司）(“Nanjing Mei Xun”), a company which was established in Nanjing in June 2004 and remained dormant then. The business licence of Nanjing Mei Xun was revoked by Nanjing Administration for Industry and Commerce due to its failure to participate in the annual inspection carried out by Xuanwu Branch of Nanjing Administration for Industry and Commerce for the year of 2010 within the prescribed time. To the best knowledge and belief of Mr. Wang, the local staff of Nanjing Mei Xun was responsible for handling daily operation including the annual inspection of Nanjing Mei Xun. Mr. Wang was not aware of any such information that the annual inspection had not been done by the local staff. To the best knowledge of Mr. Wang, Nanjing Mei Xun had not received any fine or penalty as a result of such revocation of business licence. Ms. Du Wei (“Ms. Du”), aged 38, was appointed as an executive Director, the chairman of Risk Management Committee and a member of ESG Committee of the Company on 7 July 2018. Ms. Du is responsible for the Group’s human resources strategic planning, organizational system construction, corporate culture construction, compensation incentives, performance management, execution evaluation and development. Ms. Du obtained Bachelor of Tourism Management from Nanjing Normal University, China, in 2002 and Master of Business Administration from Nanjing Normal University, China, in 2014. Ms. Du has more than 16 years’ experience in human resources and administration management. From 2012 to August 2016, Ms. Du worked as the officer of chairman’s office and human resources director of Fullshare Group Limited. Since 1 September 2016, she has been and is currently an officer of the human resources management committee of the Company. Since 1 April 2018, Ms. Du has been appointed as