Fullshare : SUPPLEMENTAL ANNOUNCEMENT IN RELATION TO ENTERING INTO LIMITED PARTNERSHIP AGREEMENT

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Fullshare Holdings Limited

豐盛控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00607)

SUPPLEMENTAL ANNOUNCEMENT

IN RELATION TO

ENTERING INTO LIMITED PARTNERSHIP AGREEMENT

Reference is made to the announcement (the "Announcement") of Fullshare Holdings Limited (the "Company") dated 15 January 2020 in relation to the entering into of the Limited Partnership Agreement to establish a partnership. Unless otherwise stated, capitalised terms and expressions used herein shall have the same meanings as those defined in the Announcement.

The Company wishes to provide further information in relation to the Limited Partnership Agreement as follows.

STATUS OF INVESTMENTS TO BE MADE BY THE PARTNERSHIP

The Partners are yet to determine in more details of the investment strategy and objectives. But they are in the process of preliminary negotiation in relation to certain property projects, which are located in Wuhan City, Hubei Province, the PRC.

GOVERNANCE OF THE PARTNERSHIP

Investment committee

As at the date of the Limited Partnership Agreement, the investment committee of the Partnership (the "Investment Committee") has not been established and such status is not uncommon among newly established partnerships. The Partners intend to establish the Investment Committee prior to their making of capital contributions to the Partnership. Dazu will have representation in the Investment Committee. The Investment Committee will be responsible for making professional decisions on such major issues as investment, acquisition, disposal, funding, providing guarantee and loans. All decisions made by the Investment Committee will require a unanimous approval by all members of the Investment Committee.

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Roles and responsibilities of the Partners

The Partners intend to elect Sumin Kaiyuan as the Executive Partner. The Executive Partner, once formally elected, will be responsible for the operation and management of the Partnership. The Executive Partner shall report the financial and management status of the Partnership to the other Partners regularly. The Limited Partners have the right to attend (or appoint representative(s) to attend) the partners' meeting and exercise voting rights according to their respective proportion of capital contribution, examine the audited financial results and operation information of the Partnership, and supervise and advise on the operation of the Partnership.

Sumin Kaiyuan (as General Partner) assumes unlimited joint and several liability for the debt of the Partnership and will have representation in the Investment Committee, while each Limited Partner's liability shall be limited to its proportion of capital contribution.

ACCOUNTING TREATMENT

Based on the decision making and execution process of the Partnership as stated above, the Partnership shall be deemed by the Company as a joint venture and accounted for as an investment under the equity method according to the Hong Kong financial reporting standards.

DISTRIBUTION OF INVESTMENT PROCEEDS

According to the Limited Partnership Agreement, within the existing period of the Partnership, all profits of the Partnership arising from a financial year will be distributed to the Partners according to their respective proportions of capital contributions to the Partnership. The profits of each financial year shall be based on the audited report to be provided by an independent firm of certified public accountants. The Directors consider the distribution mechanism follows the normal commercial practice and is fair and reasonable.

FURTHER INFORMATION OF SUMIN INVESTMENT

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, save for the approximate 10% equity interest held by Dazu in Sumin Investment (being the parent

company of Sumin Kaiyuan and Sumin Capital) as disclosed in the Announcement, Sumin Investment was beneficially owned as to approximately 10%, 10%, 10%, 10%, 10% and 5% by 江蘇沙鋼集團 有限公司 (Jiangsu Shagang Group Co., Ltd.*), 協鑫資本管理有限公司 (GCL Capital Management Limited*), 紅豆集團有限公司 (Hongdou Group Co., Ltd.*), 江蘇揚子江船廠有限公司 (Jiangsu Yangzijiang Shipyard Co., Ltd.*), 新城發展投資有限公司 (Future Land Investment Co., Ltd.*) and 遠 東控股集團有限公司 (Far East Holding Group Co., Ltd.*) respectively as at the date of the Limited

Partnership Agreement.

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The remaining approximate 35% equity interest of Sumin Investment was beneficially owned by several minority shareholders collectively. To the best of the Directors' knowledge, there was no single ultimate beneficial owner of Sumin Investment which could control it as at the date of the Limited Partnership Agreement.

By order of the Board

Fullshare Holdings Limited

Ji Changqun

Chairman

Hong Kong, 3 February 2020

As at the date of this announcement, the executive Directors are Mr. Ji Changqun, Ms. Du Wei and Mr. Shen Chen; and the independent non-executive Directors are Mr. Lau Chi Keung, Mr. Chow Siu Lui and Mr. Tsang Sai Chung.

• For identification purpose only

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