Fullshare : PROPOSED CHANGE OF AUDITOR, PROPOSED RE-ELECTION OF DIRECTOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other appropriate independent adviser.

If you have sold or transferred all your shares in Fullshare Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or the 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.

Fullshare Holdings Limited

豐盛控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00607)

PROPOSED CHANGE OF AUDITOR,

PROPOSED RE-ELECTION OF DIRECTOR

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of Fullshare Holdings Limited to be held at Conference Room, Unit 2805, Level 28, Admiralty Centre Tower 1, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 7 January 2020 at 10:00 a.m. is set out on pages 8 to 9 of this circular. A form of proxy for use at the extraordinary general meeting is also enclosed.

Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the extraordinary general meeting or any adjournment thereof in person should you so wish.

13 December 2019

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
PROPOSED CHANGE OF AUDITOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
PROPOSED RE-ELECTION OF DIRECTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX - BIOGRAPHICAL DETAILS OF DIRECTOR PROPOSED
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

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

"Articles"	the articles of association of the Company as may be
	amended from time to time, and "Article" shall mean an
	article provision of the Articles;

"Baker Tilly"

"Board"

"Company"

Baker Tilly Hong Kong Limited;

the board of the Directors;

Fullshare Holdings Limited 豐盛控股有限公司, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange;

"Director(s)"

"EGM"

the director(s) of the Company;

the extraordinary general meeting of the Company to be held at Conference Room, Unit 2805, Level 28, Admiralty Centre Tower 1, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 7 January 2020 at 10:00 a.m. or any adjournment thereof;

"EGM Notice"

"Group"

"Hong Kong"

"Latest Practicable Date"

notice of the EGM which is set out on pages 8 to 9 of this circular;

the Company and its subsidiaries;

the Hong Kong Special Administrative Region of the PRC;

10 December 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;

"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange (as amended from time to time);

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DEFINITIONS

"Ordinary Resolutions"

"PRC"

"PwC"

"SFO"

"Share(s)"

"Shareholder(s)" "Stock Exchange"

the ordinary resolutions to be proposed and passed at the EGM as set out in the EGM Notice;

the People's Republic of China, which for the purpose of this circular shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;

PricewaterhouseCoopers;

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

share(s) in the share capital of the Company;

holder(s) of the Share(s); and

The Stock Exchange of Hong Kong Limited.

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LETTER FROM THE BOARD

Fullshare Holdings Limited

豐盛控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00607)

Executive Directors:	Registered office:
Mr. Ji Changqun (Chairman and CEO)	Cricket Square
Ms. Du Wei	Hutchins Drive
Mr. Shen Chen	P.O. Box 2681
	Grand Cayman KY1-1111
Independent non-executive Directors:	Cayman Islands
Mr. Lau Chi Keung
Mr. Chow Siu Lui	Principal place of business
Mr. Tsang Sai Chung	in Hong Kong:
	Unit 2805, Level 28
	Admiralty Centre Tower 1
	18 Harcourt Road, Admiralty
	Hong Kong
	13 December 2019
To the Shareholders
Dear Sir or Madam,

PROPOSED CHANGE OF AUDITOR,

PROPOSED RE-ELECTION OF DIRECTOR

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of (i) the proposed change of auditor and (ii) the proposed re-election of Mr. Shen Chen as an executive Director and to give all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the Ordinary Resolutions relating to the appointment of auditor and re-election of Director, respectively.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF AUDITOR

As set out in the announcement of the Company dated 10 December 2019, since the Company cannot reach a mutual consensus with PwC on the audit fees for the financial year ending 31 December 2019, the Board announced that PwC has resigned as the auditor of the Company.

Pursuant to Article 158 of the Articles, an extraordinary general meeting shall be convened as soon as possible to fill the casual vacancy if current auditor of the Company resigns.

The Board, with the recommendation of the audit committee of the Company, further announced that, subject to the Shareholders' approval at the EGM to be convened on 7 January 2020, the Board proposed to appoint Baker Tilly as the new auditor of the Company to fill the casual vacancy following the resignation of PwC, which shall hold office until the conclusion of the next annual general meeting of the Company.

The Company is incorporated under the laws of Cayman Islands and to the knowledge of the Board there is no requirement under the laws of Cayman Islands for the resigning auditor to confirm whether or not there is any circumstance connected with their resignation which they consider should be brought to the attention of the Company's members and creditors. PwC has therefore not issued such confirmation.

The Board has confirmed that there is no disagreement between the Company and PwC, and are not aware of any matters in respect of the resignation of PwC as auditor of the Company that need to be brought to the attention of the Shareholders.

PROPOSED RE-ELECTION OF DIRECTOR

In accordance with Article 86(3) of the Articles, any Director appointed by the Board either to fill a casual vacancy on the Board or as an addition to the existing Board shall hold office until the next general meeting of the Company after his/her appointment and shall then be eligible for re-election. And pursuant to Code Provision A.4.2 of the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 of the Listing Rules, all Directors appointed to fill casual vacancy should be subject to election by shareholders at the first general meeting after appointment. Accordingly, Mr. Shen Chen who was appointed as an executive Director to fill casual vacancy on the Board on 23 October 2019 pursuant to Article 86(3) of the Articles will retire at the EGM and, being eligible, offer himself for re-election.

The biographical details of Mr. Shen Chen proposed for re-election at the EGM required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules are set out in Appendix to this circular.

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LETTER FROM THE BOARD

EGM

A notice convening the EGM to be held at Conference Room, Unit 2805, Level 28, Admiralty Centre Tower 1, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 7 January 2020 at 10:00 a.m. is set out on pages 8 to 9 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The resolutions to be proposed at the EGM do not relate purely to a procedural or administrative matter. Accordingly, the resolutions set out in the EGM Notice will be put to vote by way of poll at the EGM. An announcement on the results of the vote by poll will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use by the Shareholders at the EGM is enclosed with this circular. Whether or not you intend to attend and vote at the EGM in person, you are requested to complete the form of proxy and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting at the EGM or any adjournment thereof should you so wish.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the appointment of auditor and re-election of Mr. Shen Chen as an executive Director are in the interests of the Company and the Shareholders as a whole, and recommend the Shareholders to vote in favour of the Ordinary Resolutions at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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LETTER FROM THE BOARD

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix to this circular.

Yours faithfully,

By order of the Board

Fullshare Holdings Limited

Ji Changqun

Chairman

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APPENDIX	BIOGRAPHICAL DETAILS OF DIRECTOR PROPOSED FOR RE-ELECTION

This Appendix sets out the information, as required to be disclosed by the Listing Rules, on the Director proposed to be re-elected at the EGM.

EXECUTIVE DIRECTOR

Mr. Shen Chen ("Mr. Shen")

Mr. Shen, aged 48, was appointed as an executive Director on 23 October 2019. He joined the Group in November 2018 and was appointed as the financial controller of the Company in June 2019. Mr. Shen is principally responsible for the capital, financing, fund and financial management of the Group and participates in investment decisions. He obtained a diploma in accounting from Nanjing Economic College (currently known as Nanjing University of Finance and Economics) in 1994 and obtained a bachelor degree in economic management from Correspondence Institute of the Party School of the Central Committee of the Communist Party of China*（中共中央黨校函授 學院）in 2000. Mr. Shen has professional qualification of senior accountant. He was the financial controller of Nanjing JoyMain Science and Technology Development Co., Ltd.*（南京中脈科技發 展有限公司）from August 1994 to July 2011. He was the vice president of Jiangsu Ruiheng Asset Management Co., Ltd.*（江蘇瑞恒資產管理有限公司）from July 2011 to April 2012. He was the financial controller of Nanjing Jiangong Industrial Group Co., Ltd.*（南京建工產業集團有限公

司, formerly known as Nanjing Fullshare Industrial Holding Group Co., Ltd.*（南京豐盛產業控股 集團有限公司）and Fullshare Technology Group Limited*（豐盛科技集團有限公司）from April

2012 to May 2013. He was the financial controller of Fullshare Green Building Group Company Limited*（豐盛綠建集團有限公司）and Nanjing Fullshare Energy Science & Technology Company Limited*（南京豐盛新能源科技股份有限公司）from May 2013 to November 2018. Mr. Shen currently is a director of a wholly-owned subsidiary of the Company.

Save as disclosed above, Mr. Shen did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years.

The Company has entered into a service contract with Mr. Shen for a specific term of three years and Mr. Shen is subject to retirement by rotation and re-election in accordance with the Articles. Mr. Shen is entitled to an annual remuneration of HK$1,246,800, which was recommended by the remuneration committee of the Company and determined by the Board. His remuneration was determined with reference to his duties and responsibilities.

Save as disclosed above, Mr. Shen did not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company nor had he any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

There are no matters or information in relation to the re-election of Mr. Shen that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

• for identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Fullshare Holdings Limited

豐盛控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00607)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "EGM") of Fullshare Holdings Limited (the "Company") will be held at Conference Room, Unit 2805, Level 28, Admiralty Centre Tower 1, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 7 January 2020 at 10:00 a.m. for the purpose of considering and, if thought fit, approving, with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. "THAT Baker Tilly Hong Kong Limited be and is hereby appointed as the auditor of the Company with immediate effect and to hold office until the conclusion of the next annual general meeting of the Company, and that the board of directors of the Company be and is hereby authorized to fix its remuneration."
2. To re-elect Mr. Shen Chen as an executive director of the Company.

By order of the Board

Fullshare Holdings Limited

Ji Changqun

Chairman

Hong Kong, 13 December 2019

Principal place of business in Hong Kong:

Unit 2805, Level 28

Admiralty Centre Tower 1

18 Harcourt Road, Admiralty

Hong Kong

Registered Office:

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the EGM convened by the above notice shall be entitled to appoint another person as his proxy to attend and, subject to the provisions of the articles of association of the Company, vote instead of him. A proxy need not be a member of the Company.
2. A form of proxy in respect of the EGM is enclosed. Whether or not you are able to attend the EGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof in person should you so wish. In the event that you attend the EGM after having lodged the form of proxy, it will be deemed to have been revoked.
3. Where there are joint holders of any share of the Company (the "Share"), any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the EGM, the vote of the joint holder whose name stands first on the register of members of the Company in respect of the joint holding who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.
4. In order to be valid, the form of proxy for use at the EGM must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.
5. The register of members of the Company will be closed from Thursday, 2 January 2020 to Tuesday, 7 January 2020 (both dates inclusive), during which period no transfer of shares in the Company will be registered. In order to be eligible to attend and vote at the EGM, all transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 31 December 2019.
6. As at the date of this notice, the executive directors of the Company are Mr. Ji Changqun, Ms. Du Wei and Mr. Shen Chen and the independent non-executive directors of the Company are Mr. Lau Chi Keung, Mr. Chow Siu Lui and Mr. Tsang Sai Chung.

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