Fortunet e Commerce : Circulars - Renewal of General Mandate to Issue Shares and to Repurchase Shares, Proposed Refreshment of the Scheme Mandate Limit, Re-election of Directors and Notice of Annual General Meeting

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Fortunet e-Commerce Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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) RENEWAL OF GENERAL MANDATE TO ISSUE SHARES AND TO REPURCHASE SHARES, PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Room 1008, 10th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Monday, 29 May 2017 at 11:00 a.m. is set out on pages 16 to 19 of this circular. Whether or not you intend to be present and vote at the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting. The completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person should you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.

3 April 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Appendix I - Explanatory Statement on the Repurchase Mandate 10 Appendix II - Details of the Directors to be re-elected 13 Notice of Annual General Meeting 16

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Annual General Meeting" the annual general meeting of the Company to be held

at Room 1008, 10th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Monday, 29 May 2017 at 11:00 a.m., for the purpose of considering and if thought fit, approving the resolutions proposed in the notice convening the Annual General Meeting, or any adjournment thereof

"Articles of Association" the articles of association of the Company as amended,

modified or otherwise supplemented from time to time

"Board" the board of Directors

"close associate(s)" has the same meaning ascribed to it under the Listing

Rules

"Company" Fortunet e-Commerce Group Limited（鑫網易商集團有限 公司）, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange

"Companies Law" the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

"connected person(s)" has the same meaning ascribed to it under the Listing

Rules

"Director(s)" the director(s) of the Company

"General Mandate" a general and unconditional mandate to be granted to

the Directors to allot, issue, and otherwise deal with new Shares and other securities with an aggregate nominal amount not exceeding the sum of 20% of the issued share capital of the Company as at the date of the passing of the relevant resolutions, and the aggregate nominal value of the share capital of the Company repurchased by the Company (if any)

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollar, the lawful currency of Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date" 30 March 2017, being the latest practicable date prior

to the printing of this circular for ascertaining certain information in this circular

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"PRC" the People's Republic of China, but shall not include Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan for the purpose of this circular

"Repurchase Mandate" a general and unconditional mandate to the Directors to

exercise the power of the Company to repurchase Shares up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the relevant resolutions

"RMB" Renminbi, the lawful currency of the PRC

"Scheme Mandate Limit" the maximum number of Shares which may be allotted

and issued upon exercise of all share options to be granted under the Share Option Scheme and other such schemes of the Company which shall not in aggregate exceed 10% of the Shares in issue as at the date of approval of the refreshed Scheme Mandate Limit by the Shareholders

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)" ordinary shares of US$0.01 each in the share capital of the Company

"Shareholder(s)" holder(s) of the Share(s)

"Share Option Scheme" the share option scheme approved and adopted by the

Company on 28 June 2010

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"substantial shareholder(s)" has the same meaning ascribed to it under the Listing

Rules

"Takeovers Code" The Hong Kong Code on Takeovers and Mergers

"United States" the United States of America