Fullshare Holdings Limited

Transcription

1 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. Fullshare Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 00607) DISCLOSEABLE TRANSACTIONS IN RELATION TO DISPOSALS OF EQUITY INTEREST AND PROVISION OF FINANCIAL ASSISTANCE AND DISCLOSURE PURSUANT TO RULES AND OF THE LISTING RULES THE DISPOSAL AGREEMENT A On 6 November 2015, the Company and the Purchaser entered into the Disposal Agreement A whereby, among other things, the Company conditionally agreed to dispose and the Purchaser conditionally agreed to purchase the Sale Share A at a consideration of RMB685,270,000, subject to the terms and conditions of the Disposal Agreement A. In addition, under the Disposal Agreement A, Fullshare Green Building shall assign and the Purchaser shall accept the assignment of the Shareholder s Loan at a consideration of RMB9,000,000, subject to the terms and conditions of the Disposal Agreement A and the Deed of Assignment. THE DISPOSAL AGREEMENT B On 6 November 2015, the Company and the Purchaser entered into the Disposal Agreement B whereby, among other things, the Company conditionally agreed to dispose and the Purchaser conditionally agreed to purchase the Sale Share B at a consideration of RMB173,944,000. LISTING RULES IMPLICATIONS OF THE DISPOSALS As the applicable percentage ratios in respect of the Disposals in aggregate exceed 5% but are less than 25%, the Disposals constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules and are therefore subject to reporting and announcement requirements pursuant to Chapter 14 of the Listing Rules. 1

2 Upon Completion, the deferred payment arrangement of the Remaining Consideration under the Disposal Agreement A and the Disposal Agreement B would constitute financial assistance provided by the Company to the Purchaser under the Listing Rules. As the applicable percentage ratios in respect of the financial assistance to be provided by the Company to the Purchaser upon Completion in connection with the deferred payment arrangement of the Remaining Consideration on an aggregate basis exceed 5% but are less than 25%, the deferred payment arrangement of the Remaining Consideration constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to reporting and announcement requirements. Since the asset ratio in respect of the Remaining Consideration on an aggregate basis exceeds 8%, the Remaining Consideration is subject to the general disclosure obligations under Rules and of the Listing Rules. THE DISPOSAL AGREEMENT A The following is a summary of the principal terms of the Disposal Agreement A: Date: 6 November 2015 Parties: (a) (b) (c) Sun Field (as purchaser) the Company (as vendor) Fullshare Green Building Asset to be disposed of: Pursuant to the Disposal Agreement A, the Company conditionally agreed to dispose and the Purchaser conditionally agreed to purchase the Sale Share A. The Sale Share A represents the entire issued share of Target A. Following the Completion, each of Target A, Active Mind HK and Zall Development Shenyang will cease to be a subsidiary of the Group. In addition, under the Disposal Agreement A, Fullshare Green Building shall assign and the Purchaser shall accept the assignment of the Shareholder s Loan in the sum of RMB9,000,000. 2

3 Consideration: Pursuant to the Disposal Agreement A, the consideration payable by the Purchaser shall be RMB694,270,000 in aggregate, which comprises of: (a) (b) RMB685,270,000 for the sale and purchase of the Sale Share A; and RMB9,000,000 for the assignment of the Shareholder s Loan. The consideration for the disposal of the Sale Share A and the assignment of the Shareholder s Loan shall be satisfied in the following manner: (a) RMB38,764,000, out of which, (i) RMB34,264,000, representing approximately 5% of the consideration for the sale and purchase of the Sale Share A, shall be payable by the Purchaser to the Company; and (ii) RMB4,500,000, representing 50% of the consideration for the assignment of the Shareholder s Loan shall be payable by the Purchaser to Fullshare Green Building, both by 10 December 2015 (the First Installment A ); (b) RMB210,081,000, out of which, (i) RMB205,581,000, representing approximately 30% of the consideration for the sale and purchase of the Sale Share A, shall be payable by the Purchaser to the Company; and (ii) RMB4,500,000, representing 50% of the consideration for the assignment of the Shareholder s Loan shall be payable by the Purchaser to Fullshare Green Building, both within 80 Business Days after the Completion (the Second Installment A ); and (c) RMB445,425,000, being the remaining of the consideration for the sale and purchase of the Sale Share A, shall be payable by the Purchaser within 180 Business Days after the Completion (the Third Installment A, together with the Second Installment A, collectively referred to as the Remaining Consideration A ). If the Purchaser fails to pay as scheduled the consideration for the Sale Share A and the Shareholder s Loan under the Disposal Agreement A, it shall be liable to pay interests based on the accrued amount at the rate of 15% per annum to the Company ( Default Interest A ). If the Purchaser fails to complete the Disposal Agreement A otherwise than as a result of the default of the Company, the First Installment A shall be forfeited as liquidated damages and not as penalty without prejudice to any claims and remedies which the Company may have against the Purchaser under the Disposal Agreement A. If Completion does not take place on the Completion Date otherwise than due to the default or failure of the Purchaser, the First Installment A shall be returned in full without interest to the Purchaser before the Long Stop Date. 3

4 To secure the obligations of the Purchaser to pay the Remaining Consideration A and Default Interest A in accordance with the Disposal Agreement A, the Purchaser as mortgagor agreed to enter into a share mortgage in favour of the Company as mortgagee (the Share Mortgage A ) on the Completion Date, pursuant to which the Purchaser agreed to mortgage the Sale Share A and any other shares and securities of the Target A beneficially held by it from time to time together with all the rights, benefits and interest thereto (including but not limited to dividends and other income) as referred in the Share Mortgage A. Basis of the consideration The consideration for the Sale Share A and the Shareholder s Loan under the Disposal Agreement A was determined after arm s length negotiations among the Company and the Purchaser with reference to (i) the original cost for the purchase of 90% of the equity interest in Zall Development Shenyang by the Company plus 5% premium; and (ii) the Shareholder s Loan. The Directors consider that the terms and conditions of the Disposal Agreement A, including the consideration, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Conditions precedent of the Disposal Agreement A: The Completion of the Disposal Agreement A is conditional upon the satisfaction of each of the following conditions: (a) (b) (c) each of Vendor s Warranties remaining true and accurate in all material respects up to Completion; the Company having published the relevant announcement and/or circular (if necessary) and having obtained its shareholders approval (if necessary) in relation to the Disposal Agreement A, and the transactions contemplated thereunder in accordance with the Listing Rules and the requirements of the Stock Exchange; and the First Installment A having been paid by the Purchaser in accordance with the Disposal Agreement A. In the event that not all the conditions precedent have been fulfilled by the Long Stop Date, the Disposal Agreement A shall be automatically terminated and be of no further effect (save for certain provisions in relation to Default Interest A and confidentiality obligations), and the parties shall be released from all obligations under the Disposal Agreement A and neither party shall have any claim against the other for any costs or losses save as otherwise provided for under the Disposal Agreement A and in respect of any antecedent breaches of the Disposal Agreement A. Completion of the Disposal Agreement A Completion shall take place on the fifth (5th) Business Day after the fulfillment of all the conditions precedent or such other date as the parties may agree in writing. 4

5 THE DISPOSAL AGREEMENT B The following is a summary of the principal terms of the Disposal Agreement B: Date: 6 November 2015 Parties: (a) (b) Sun Field (as purchaser) the Company (as vendor) Asset to be disposed of: Pursuant to the Disposal Agreement B, the Company conditionally agreed to dispose and the Purchaser conditionally agreed to purchase the Sale Share B. The Sale Share B represents the entire issued share of Target B. Following the Completion, each of Target B, Advance Goal HK, Zall Trading Xiaogan and Zall Development Xiaogan will cease to be a subsidiary of the Group. Consideration: Pursuant to the Disposal Agreement B, the consideration of the Sale Share B is RMB173,944,000 which shall be satisfied in the following manner: (a) RMB8,697,000, being approximately 5% of the consideration for the sale and purchase of the Sale Share B, shall be payable by the Purchaser to the Company by 10 December 2015 (the First Installment B ); (b) RMB52,183,000, being approximately 30% of the consideration for the sale and purchase of the Sale Share B, shall be payable by the Purchaser within 80 Business Days after the Completion (the Second Installment B ); and (c) RMB113,064,000, being the remaining of the consideration for the sale and purchase of the Sale Share B, shall be payable by the Purchaser within 180 Business Days after the Completion (the Third Installment B, together with the Second Installment B, collectively referred to as the Remaining Consideration B ). If the Purchaser fails to pay as scheduled the consideration for the Sale Share B under the Disposal Agreement B, it shall be liable to pay interests based on the accrued amount at the rate of 15% per annum to the Company ( Default Interest B ). 5

6 If the Purchaser fails to complete the Disposal Agreement B otherwise than as a result of the default of the Company, the First Installment B shall be forfeited as liquidated damages and not as penalty without prejudice to any claims and remedies which the Company may have against the Purchaser under the Disposal Agreement B. If Completion does not take place on the Completion Date otherwise than due to the default or failure of the Purchaser, the First Installment B shall be returned in full without interest to the Purchaser before the Long Stop Date. To secure the obligations of the Purchaser to pay the Remaining Consideration B and Default Interest B in accordance with the Disposal Agreement B, the Purchaser as mortgagor agreed to enter into a share mortgage in favour of the Company as mortgagee (the Share Mortgage B ) on the Completion Date, pursuant to which the Purchaser agreed to mortgage the Sale Share B and any other shares and securities of the Target B beneficially held by it from time to time together with all the rights, benefits and interest thereto (including but not limited to dividends and other income) as referred in the Share Mortgage B. Basis of the consideration The consideration for the Sale Share B under the Disposal Agreement B was determined after arm s length negotiations among the Company and the Purchaser with reference to the original cost for the purchase of 90% of the equity interest in Zall Trading Xiaogan by the Company plus 5% premium. The Directors consider that the terms and conditions of the Disposal Agreement B, including the consideration, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Conditions precedent of the Disposal Agreement B: The Completion of the Disposal Agreement B is conditional upon the satisfaction of each of the following conditions: (a) (b) (c) each of Vendor s Warranties remaining true and accurate in all material respects up to Completion; the Company having published the relevant announcement and/or circular (if necessary) and having obtained its shareholders approval (if necessary) in relation to the Disposal Agreement B, and the transactions contemplated thereunder in accordance with the Listing Rules and the requirements of the Stock Exchange; and the First Installment B having been paid by the Purchaser in accordance with the Disposal Agreement B. In the event that not all the conditions precedent have been fulfilled by the Long Stop Date, the Disposal Agreement B shall be automatically terminated and be of no further effect (save for certain provisions in relation to Default Interest B and confidentiality obligations), and the parties shall be released from all obligations under the Disposal Agreement B and neither party shall have any claim against the other for any costs or losses save as otherwise provided for under the Disposal Agreement B and in respect of any antecedent breaches of the Disposal Agreement B. 6

7 Completion of the Disposal Agreement B Completion shall take place on the fifth (5th) Business Day after the fulfillment of all the conditions precedent or such other date as the parties may agree in writing. GENERAL INFORMATION Information of the Group and the Company 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. Fullshare Green Building is principally engaged in provision of green building services. Information of the Purchaser The Purchaser is incorporated in the BVI and is principally engaged in investment holding. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner(s) are Independent Third Parties. Information of the Target Groups Target Group A The Target Group A shall comprise Target A, Active Mind HK and Zall Development Shenyang. Target A Target A is a directly wholly-owned subsidiary of the Company which is incorporated in the BVI in July 2015 and is principally engaged in investment holding. For the period ended 30 September 2015 since the date of incorporation, Target A had a net loss of approximately RMB4,900. The total asset and the net liabilities of Target A as at 30 September 2015 were approximately RMB8,200 and RMB4,900 respectively. As at the date of the announcement, the sole asset of Target A is the entire issued capital in Active Mind HK, which in turn holds 90% equity interest in Zall Development Shengyang. Active Mind HK Active Mind HK is a company incorporated in Hong Kong in July 2015 and is principally engaged in investment holding. For the period ended 30 September 2015 since the date of incorporation, Active Mind HK had a net loss of approximately RMB8,400. The total asset and the net liabilities of Active Mind HK as at 30 September 2015 were approximately RMB8,200 and RMB200 respectively. 7

8 Zall Development Shenyang Zall Development Shenyang is a company established in the PRC and is principally engaged in residential and commercial property development in the PRC. The primary asset of Zall Development Shenyang is the two pieces of lands located in Zaohua Village of Zaohua County, Yuhong District, Shenyang, Liaoning Province, the PRC with a total site area of approximately 105,959 sq.m. and of a total gross floor area of approximately 209,779 sq.m. and the interests in the residential property developments thereon. The total asset value and net asset value of Zall Development Shenyang as at 31 December 2014 based on the audited financial statements were approximately RMB1,096,605,000 and RMB593,825,000, respectively. The unaudited total asset value and net asset value on the management account of Zall Development Shenyang as at 30 September 2015 were approximately RMB1,147,311,000 and RMB586,940,000, respectively. Set out below is a summary of the financial information of Zall Development Shenyang for the two financial years ended 31 December 2013 and 2014 respectively. The unaudited figures for the year ended 31 December 2013 have been extracted from the management accounts of Zall Development Shenyang prepared in accordance with the Hong Kong Financial Reporting Standards ( HKFRSs ) and the audited figures for the year ended 31 December 2014 have been extracted from audited financial statements of Zall Development Shenyang prepared in accordance with HKFRSs. For the financial year ended 31 December 2013 (unaudited) (RMB 000) For the financial year ended 31 December 2014 (audited) (RMB 000) Loss before taxation 15,779 16,257 Loss after taxation 13,259 12,319 Target Group B The Target Group B shall comprise Target B, Advance Goal HK, Zall Trading Xiaogan and Zall Development Xiaogan. Target B Target B is a directly wholly-owned subsidiary of the Company which is incorporated in the BVI in July 2015 and is principally engaged in investment holding. For the period ended 30 September 2015 since the date of incorpration, Target B had a net loss of approximately RMB4,900. The total asset and the net liabilities of Target B as at 30 September 2015 were approximately RMB8,200 and RMB4,900 respectively. As at the date of the announcement, the sole asset of Target B is the entire issued capital in Advance Goal HK, which in turn holds 90% of the equity interest in Zall Trading Xiaogan, which in turn holds the entire equity interest in Zall Development Xiaogan. 8

9 Advance Goal HK Advance Goal HK is a company incorporated in Hong Kong in July 2015 and is principally engaged in investment holding. For the period ended 30 September 2015 since the date of incorporation, Advance Goal HK had a net loss of approximately RMB8,400. The total asset and the net liabilities of Advance Goal HK as at 30 September 2015 were approximately RMB8,200 and RMB200 respectively. Zall Trading Xiaogan and Zall Development Xiaogan Each of Zall Trading Xiaogan and Zall Development Xiaogan is a company established in the PRC and is principally engaged in residential and commercial property development in the PRC. The primary asset of Zall Trading Xiaogan and Zall Development Xiaogan is the land located in Zaohua Village of Huangxiaonan Road of Yangdian Country, Xiaonan District, Xiaogan, Hubei Province, the PRCwith a total site area of approximately 156,691 sq.m. and of a total gross floor area of approximately 217,975 sq.m. which is currently under development. The total asset value and net asset value of Zall Trading Xiaogan as at 31 December 2014 based on the audited financial statements were approximately RMB94,783,000 and RMB93,597,000, respectively. The unaudited total asset value and net asset value on the management account of Zall Trading Xiaogan as at 30 September 2015 were approximately RMB150,351,000 and RMB146,876,000, respectively. Set out below is a summary of the financial information of Zall Trading Xiaogan for the period ended 31 December 2013 since the date of incorporation on 26 September 2013 and the financial year ended 31 December The unaudited figures for the period ended 31 December 2013 have been extracted from the management accounts of Zall Trading Xiaogan prepared in accordance with HKFRSs and the audited figures for the year ended 31 December 2014 have been extracted from the audited financial statements of Zall Trading Xiaogan prepared in accordance with HKFRSs. Date of incorporation to 31 December 2013 (unaudited) (RMB 000) For the financial year ended 31 December 2014 (audited) (RMB 000) Loss before taxation 6 6,396 Loss after taxation 6 6,396 The financial information of Zall Development Xiaogan was not consolidated into the financial information of Zall Trading Xiaogan as Zall Development Xiaogan became a subsidiary of Zall Trading Xiaogan since 8 June The total asset value and net asset value of Zall Development Xiaogan as at 31 December 2014 based on the audited financial statements were approximately RMB106,405,000 and RMB57,239,000, respectively. The unaudited total asset value and net asset value on the management account of Zall Development Xiaogan as at 30 September 2015 were approximately RMB107,015,000 and RMB56,890,000, respectively. 9

10 Set out below is a summary of the financial information of Zall Development Xiaogan for the financial period ended 31 December 2014 since the date of incorporation on 21 February The audited figures for the period ended 31 December 2014 have been extracted from audited financial statements of Zall Development Xiaogan prepared in accordance with HKFRSs. Date of incorporation to 31 December 2014 (audited) (RMB 000) Loss before taxation 3,682 Loss after taxation 2,761 FINANCIAL EFFECT OF THE DISPOSALS AND USE OF PROCEEDS The Group expects to record an unaudited gain of disposal of approximately RMB32,122,000 after tax from the transaction under the Disposal Agreement A, which is calculated with the reference to the consideration of the Sale Share A, the unaudited net asset value of Target A, Active Mind HK and Zall Development Shenyang as at 30 September 2014 recorded in the books of the Company and some consolidated adjustments. The Group expects to record an unaudited gain of disposal of approximately RMB7,701,000 after tax from the transaction under the Disposal Agreement B, which is calculated with the reference to the consideration of the Sale Share B, the unaudited net asset value of Target B, Advance Goal HK, Zall Trading Xiaogan and Zall Development Xiaogan as at 30 September 2014 recorded in the books of the Company and some consolidated adjustments. The actual gain or loss as a result of the Disposals to be recorded in the consolidated statement of profit or loss of the Group for the year ending 31 December 2015 is subject to audit performed by the Company s auditor. The Group intends to utilize the net proceeds for general working capital of the Group and potential acquisitions and investments which are in the interests of the Company and the Shareholders as a whole as and when opportunities arise. Upon completion of the Disposals, the Target Groups will cease to be subsidiaries of the Company. REASONS FOR AND BENEFIT OF THE DISPOSALS After completion of the acquisition of Zall Development Shenyang, Zall Development Xiaogan and Zall Trading Xiaogan in June 2015 ( Previous Zall Acquisition ), the ultimate beneficial owner(s) of the Purchaser approached the Company to negotiate the Disposals. 10

11 After arms length negotiations, the sum of consideration of the Disposals is approximately RMB868,214,000. The Company considered that the Disposals would contribute a reasonable return to the Group. In the Previous Zall Acquisition, the Company acquired the Zall Development Shenyang, Zall Development Xiaogan and Zall Trading Xiaogan by way of allotment and issue of consideration shares under general mandate without cash outlay. In the Disposals, the considerations will be settled by cash installments, therefore, the Company considered the Disposals would strengthen the financial position of the Group. The deferred payment of the Remaining Consideration was requested by the Purchaser and it was agreed to by the Company and the Purchaser as a result of arm s length negotiations between the parties after taking into account the following factors: (i) security is provided by the Purchaser in favour of the Company for securing the payment obligations of the Remaining Consideration by the Purchaser; and (ii) all the terms and conditions of the Disposals (including the amount of the consideration) as a whole. The Directors consider that the terms of the Disposals (including the financial assistance to be provided by the Company to the Purchaser upon Completion in connection with the deferred payment of the Remaining Consideration) are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS As the applicable percentage ratios in respect of the Disposals in aggregate exceed 5% but are less than 25%, the Disposals constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules and are therefore subject to reporting and announcement requirements pursuant to Chapter 14 of the Listing Rules. Upon Completion, the deferred payment arrangement of the Remaining Consideration under the Disposal Agreement A and the Disposal Agreement B would constitute financial assistance provided by the Company to the Purchaser under the Listing Rules. As the applicable percentage ratios in respect of the financial assistance to be provided by the Company to the Purchaser upon Completion in connection with the deferred payment arrangement of the Remaining Consideration on an aggregate basis exceed 5% but are less than 25%, the deferred payment arrangement of the Remaining Consideration constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to reporting and announcement requirements. Since the asset ratio in respect of the Remaining Consideration on an aggregate basis exceeds 8%, the Remaining Consideration is subject to the general disclosure obligations under Rules and of the Listing Rules. 11

12 DEFINITIONS In this announcement, the following expressions shall have the following meanings unless the context requires otherwise: Advance Goal HK Active Mind HK Business Day BVI Company Completion Completion Date Deed of Assignment Director(s) means Advance Goal Hong Kong Limited, a company incorporated in Hong Kong with limited liability, an indirectly wholly-owned subsidiary of the Company and a directly whollyowned subsidiary of Target B; means Active Mind Hong Kong Limited, a company incorporated in Hong Kong with limited liability, an indirectly wholly-owned subsidiary of the Company and a directly wholly-owned subsidiary of Target A; means any day (excluding Saturdays, Sundays and public holidays) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours; means the British Virgin Islands; means Fullshare Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares are listed on the Stock Exchange; means the completion of the sale and purchase of the Sale Share A and the assignment of the Shareholder s Loan in accordance with the terms and conditions of the Disposal Agreement A, or the sale and purchase of the Sale Share B in accordance with the terms and conditions of the Disposal Agreement B (as the case may be); means the date falling on the fifth (5th) Business Day after the fulfillment of the conditions precedents of the Disposal Agreement A or the Disposal Agreement B (as the case may be) or such other date as the Company and the Purchaser may agree in writing; the deed of assignment of the Shareholder s Loan to be executed by Fullshare Green Building, Zall Development Shenyang and the Purchaser at Completion; means the director(s) of the Company; 12

13 Disposal Agreement A means the sale and purchase agreement dated 6 November 2015 between the Company, the Purchaser and Fullshare Green Building, in relation to the sale and purchase of the Sale Share A and the assignment of the Shareholder s Loan, as amended or supplemented from time to time; Disposal Agreement B means the sale and purchase agreement dated 6 November 2015 between the Company and the Purchaser, in relation to the sale and purchase of the Sale Share B, as amended or supplemented from time to time; Disposals Fullshare Green Building Group Hong Kong Independent Third Party(ies) Listing Rules Long Stop Date PRC Remaining Consideration means the transactions contemplated under the Disposal Agreement A and the Disposal Agreement B; means (Fullshare Green Building Group Company Limited*), a company established in the PRC with limited liability and an indirectly wholly-owned subsidiary of the Company; means the Company and its subsidiaries; means the Hong Kong Special Administrative Region of the PRC; means any person or company and their respective ultimate beneficial owner(s), to the best knowledge, information and belief of the Directors and having made all reasonable enquiries, are third parties independent of the Company and its connected persons; means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; means 31 March 2016, or such later date as the parties to the Disposal Agreement A or the Disposal Agreement B (as the case may be) may agree in writing; means the People s Republic of China which for the purpose of this announcement excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan; means collectively, the Remaining Consideration A and the Remaining Consideration B; 13

14 RMB Sale Share A Sale Share B Share(s) Shareholders Shareholder s Loan Stock Exchange subsidiary(ies) Sun Field or Purchaser Target A Target B means Renminbi, the lawful currency of the PRC; means one share of Target A, representing the entire issued share capital of Target A; means one share of Target B, representing the entire issued share capital of Target B; means the ordinary share(s) of HK$0.01 each in the share capital of the Company; means holders of the Shares; means the shareholder s loan due from Zall Development Shenyang to Fullshare Green Building in the sum of RMB9,000,000; means The Stock Exchange of Hong Kong Limited; means has the meaning ascribed to it under the Listing Rules; means Sun Field Property Holdings Limited, a company incorporated in the BVI with limited liability and an Independent Third Party; means Active Mind Investments Limited, a company incorporated in the BVI with limited liability, a directly wholly-owned subsidiary of the Company; means Advance Goal Investments Limited, a company incorporated in the BVI with limited liability, a directly whollyowned subsidiary of the Company; Target Groups means collectively, Target Group A and Target Group B; Target Group A Target Group B means collectively, Target A, Active Mind HK and Zall Development Shenyang; means collectively, Target B, Advance Goal HK, Zall Trading Xiaogan and Zall Development Xiaogan; 14

15 Vendor s Warranties Zall Development Shenyang Zall Development Xiaogan Zall Trading Xiaogan means the representations, undertakings and warranties provided by the Company under the Disposal Agreement A or the Disposal Agreement B (as the case may be); means (Zall Development (Shenyang) Limited*), a company established under the laws of the PRC, which is directly held as to 90% by Active Mind HK, which is in turn wholly-owned by Target A; means (Zall Development (Xiaogan) Limited*), a company established under the laws of the PRC, and a direct wholly-owned subsidiary of Zall Trading Xiaogan; means (Zall Trading Development (Xiaogan) Limited*), a company established under the laws of the PRC, which is directly held as to 90% by Advance Goal HK, which is in turn wholly-owned by Target B; and % means per cent. By order of the Board Fullshare Holdings Limited JI Changqun Chairman Hong Kong, 6 November 2015 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 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. * For identification purposes only 15