Fullshare Holdings LimitedHKEX: 607

(1) Change of executive director (2) change of composition of the board committees and (3) change of authorised representative

· Issued by Fullshare Holdings Limited

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

豐盛控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00607)

    1. CHANGE OF EXECUTIVE DIRECTOR
  1. CHANGE OF COMPOSITION OF THE BOARD COMMITTEES AND
    1. CHANGE OF AUTHORISED REPRESENTATIVE

The Board announces that, with effect from 23 October 2019:

  1. Mr. Wang has tendered his resignation as an executive Director, the chairman of the ESG Committee and a member of the Risk Management Committee, and ceased to be the Authorised Representative under Rule 3.05 of the Listing Rules;
  2. Mr. Shen has been appointed as an executive Director, the chairman of the Risk Management Committee, a member of the ESG Committee and the Authorised Representative under Rule 3.05 of the Listing Rules;
  3. Mr. Ji has ceased to be a member of the Remuneration Committee; and
  4. Ms. Du has been re-designated from the chairman of the Risk Management Committee to a member of the Risk Management Committee, and re-designated from a member of the ESG Committee to the chairman of the ESG Committee. She has also been appointed as a member of the Remuneration Committee.

RESIGNATION OF EXECUTIVE DIRECTOR, CHAIRMAN OF THE ESG COMMITTEE AND MEMBER OF THE RISK MANAGEMENT COMMITTEE

The board (the "Board") of directors (the "Director(s)") of Fullshare Holdings Limited (the "Company", together with its subsidiaries, the "Group") hereby announces that Mr. Wang Bo ("Mr. Wang") has tendered his resignation as an executive Director, the chairman of the environmental, social and governance committee of the Company (the "ESG Committee") and a member of the risk management committee of the Company (the "Risk Management Committee") with effect from 23 October 2019 since he needs to devote more time and dedication on the operation and expansion of the education business segment of the Group.

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Mr. Wang has confirmed that there is no disagreement between him and the Board and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company (the "Shareholders") or The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). Mr. Wang will continue his position as senior management of the Company.

APPOINTMENT OF EXECUTIVE DIRECTOR

The Board is pleased to announce that Mr. Shen Chen ("Mr. Shen") has been appointed as an executive Director with effect from 23 October 2019. Details of the biographical details of Mr. Shen are set out below:

Mr. Shen, aged 48, 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 of association of the Company. In accordance with the articles of association of the Company, Mr. Shen will hold office until the forthcoming general meeting of the Company after his appointment and he will be eligible for re-election at such meeting. Mr. Shen is entitled to an annual remuneration of HK$1,246,800, which was recommended by the remuneration committee of the Company (the "Remuneration Committee") 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 of the Company within the meaning of Part XV of the Securities and Futures Ordinance as at the date of this announcement.

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There are no matters or information in relation to the appointment 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 Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules").

CHANGE OF COMPOSITION OF THE BOARD COMMITTEES

The Board also announces that with effect from 23 October 2019:

  1. Mr. Ji Changqun ("Mr. Ji"), the chairman and executive Director of the Company, has ceased to be a member of the Remuneration Committee;
  2. Ms. Du Wei ("Ms. Du"), the executive Director, has been re-designated from the chairman of the Risk Management Committee to a member of the Risk Management Committee, and re-designated from a member of the ESG Committee to the chairman of the ESG Committee. She has also been appointed as a member of the Remuneration Committee; and
  3. Mr. Shen has been appointed as the chairman of the Risk Management Committee and a member of the ESG Committee.

CHANGE OF AUTHORISED REPRESENTATIVE

The Board announces that, (i) following the resignation of Mr. Wang as an executive Director, he also ceased to be an authorised representative of the Company (the "Authorised Representative") under Rule

3.05 of the Listing Rules; and (ii) Mr. Shen has been appointed as the Authorised Representative under Rule 3.05 of the Listing Rules with effect from 23 October 2019.

The Board would like to express its sincere gratitude to Mr. Wang for his valuable contribution to the Company during his tenure of service as an executive Director and also take this opportunity to extend our warm welcome to Mr. Shen on his appointment.

By order of the Board

Fullshare Holdings Limited

Ji Changqun

Chairman

Hong Kong, 23 October 2019

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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