Fortunet e Commerce : Announcements and Notices - Completion of Placing of New Shares under General Mandate

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 of the Company.

FORTUNET E-COMMERCE GROUP LIMITED

鑫網易商集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1039) COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE Placing Agent

The Board is pleased to announced that all the conditions of the Placing Agreements have been fulfilled and the completion of the Placing took place on 6 January 2017 in accordance with the terms and conditions of the Placing Agreements.

An aggregate of 290,403,000 Placing Shares, representing approximately 15.93% of the issued share capital of the Company as at the date of this announcement immediately after completion of the Placing, have been placed to two placees at the Placing Price of HK$1.98 per Placing Share. As the number of Placees are less than six and in accordance with Rule 13.28(7) of the Listing Rules, the Company is required to disclose the name of such placees in this announcement, namely Taiping Trustees Limited and Beijing Enterprises Real Estate (HK) Limited.

The net proceeds from the Placing (after deducting the commission payable to the Placing Agent and other expenses incurred in the Placing) are approximately HK$569 million.

Reference is made to the announcement of Fortunet e-Commerce Group Limited (the "Company") dated 16 December 2016 and 22 December 2016 (the "Announcements") in relation to, amongst other matters, the Placing under the General Mandate. Capitalised terms used in this announcement shall have the same meanings as defined in the Announcements unless otherwise stated.

The Board is pleased to announce that all the conditions set out in the Placing Agreements have been fulfilled and the completion of the Placing took place on 6 January 2017 in accordance with the terms and conditions of the Placing Agreements. An aggregate of 290,403,000 Placing Shares, representing approximately 15.93% of the issued share capital of the Company as at the date of this announcement immediately after completion of the Placing, have been placed to two placees at the Placing Price of HK$1.98 per Placing Share. As the number of Placees are less than six and in accordance with Rule 13.28(7) of the Listing Rules, the Company is required to disclose the name of such placees, namely Taiping Trustees Limited and Beijing Enterprises Real Estate (HK) Limited.

As disclosed in the Announcements, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Taiping Trustees Limited and Beijing Enterprises Real Estate (HK) Limited, and their ultimate beneficial owners, are third parties independent of and not connected with the Company, connected persons of the Company and any of the Directors, chief executive or substantial shareholder(s) of the Company or any of its subsidiaries or their respective Associates. Taiping Trustees Limited and Beijing Enterprises Real Estate (HK) Limited will not become substantial Shareholder (as such term is defined in the Listing Rules) immediately after the completion of the Placing.

The net proceeds from the Placing (after deducting the commission payable to the Placing Agent and other expenses incurred in the Placing) are approximately HK$569 million. The Company intends to use the net proceeds from the Placing for the general working capital of the Group and for future investments pursuant to the investment objectives of the Company.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company immediately before and after completion of the Placing, are as follows:

Shareholder Immediately before completion of the Placing Immediately after completion of the Placing

Number of

Shares

Approximately

%

Number of

Shares

Approximately

%

Century Investment (Holding) Limited ("CIHL") (Note 1)	566,885,818	36.99	566,885,818	31.09
Starr International Foundation
(Note 2)	224,710,691	14.66	224,710,691	12.33
Yang Liu (Note 3)	184,202,000	12.02	184,202,000	10.10
Beijing Enterprises Real Estate (HK) Limited (Note 4)	-	-	151,515,000	8.31
Taiping Trustees Limited (Note 5)	-	-	138,888,000	7.62
Other public Shareholders	556,928,763	36.33	556,928,763	30.55

Total 1,532,727,272 100.00 1,823,130,272 100.00

Notes:

1. CIHL is wholly owned by Ms. Pun Tang. On 3 June 2015, a charge over the 505,581,818 Shares held by CIHL had been created in favour of Chance Talent Management Limited. Chance Talent Management Limited is wholly owned by CCBI Investments Limited, which is in turn wholly owned by CCB International (Holdings) Limited. CCB International (Holdings) Limited is wholly owned by CCB Financial Holdings Limited, which is in turn wholly owned by CCB International Group Holdings Limited. CCB International Group Holdings Limited is wholly owned by China Construction Bank Corporation, which is owned as to 57.26% by Central Huijin Investment Ltd.

2. Starr Investments Cayman II, Inc. and Starr Investments Cayman V, Inc. are the beneficial owners of Shares as to 7.49% and 7.17% respectively. Starr Investments Cayman II, Inc. is wholly-owned by Starr International Cayman, Inc., which is in turn wholly-owned by Starr Insurance and Reinsurance Ltd.. Starr Insurance and Reinsurance Ltd. and Starr Investments Cayman V, Inc. are wholly-owned subsidiaries of Starr International Investments Ltd., which is in turn wholly-owned by Starr International Company Inc.. Starr International Company Inc. is wholly-owned by Starr International AG, which is wholly-owned by Starr International Foundation, a charitable foundation established in Switzerland.

3. Riverwood Asset Management (Cayman) Limited, Atlantis Investment Management (Ireland) Limited and Atlantis Investment Management (Hong Kong) Limited are the beneficial owners of the relevant Shares. Riverwood Asset Management (Cayman) Limited is wholly owned by Yang Liu. Atlantis Investment Management (Ireland) Limited and Atlantis Investment Management (Hong Kong) Limited are wholly owned by Atlantis Capital Holdings Limited which is in turn wholly owned by Yang Liu.

4. Beijing Enterprises Real Estate (HK) Limited is wholly owned by 北京北控置業有限責任公司 , which is in turn wholly owned by Beijing Enterprises Group Company Limited. Beijing Enterprises Group Company Limited is wholly owned by the State-owned Assets Supervision and Administration Commission of the People's Government of Beijing Municipality.

5. The ultimate controlling shareholder of Taiping Trustees Limited is China Taiping Insurance Group Limited, which is ultimately controlled by the State Council of the PRC.

By order of the Board

Fortunet e-Commerce Group Limited Mr. Cheng Jerome

Chairman

Hong Kong, 6 January 2017

As at the date of this announcement, the executive Directors are Mr. Cheng Jerome and Mr. Yuan Weitao; the non-executive Director is Mrs. Guo Yan; and the independent non-executive Directors are Mr. Wong Chi Keung, Mr. Liu Erhfei and Mr. Chan Chi Keung Alan.