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. 1 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. 2 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. 3 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 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.