MS Group Holdings Limited - Proxy Solicitation & Information Statement 2018

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 licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Fullsun International Holdings Group Co., Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities 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.

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FULLSUN INTERNATIONAL HOLDINGS GROUP CO., LIMITED 福晟國際控股集團有限公司

(Incorporated in Bermuda with limited liability) (Stock Code: 00627)

CONTINUING CONNECTED TRANSACTIONS AND NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Capitalised terms used in this cover have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 4 to 13 of this circular. A letter from the Independent Board Committee is set out on pages 14 to 15 of this circular.

A letter from Amasse Capital, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, is set out on pages 16 to 27 of this circular.

A notice convening the special general meeting of the Company to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Wednesday, 5 December 2018 at 11:00 a.m. is set out on pages SGM-1 to SGM-3 of this circular. Whether or not you are able to attend the special general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the office of the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event by 11:00 a.m. (Hong Kong time) on Monday, 3 December 2018 or not less than 48 hours before the time appointed for holding the special general meeting or any adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the special general meeting or any adjourned meeting (as the case may be) should you so wish.

19 November 2018

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Letter from Amasse Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	App-1
Notice of the Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

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

‘‘associate(s)’’

has the meaning ascribed thereto in the Listing Rules

‘‘Board’’

the board of Directors

‘‘close associate(s)’’

has the meaning ascribed to it under the Listing Rules

‘‘Company’’

Fullsun International Holdings Group Co., Limited (福晟國際控股集團有限公司), a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange

‘‘connected person(s)’’

has the meaning ascribed to it in the Listing Rules

‘‘Construction Works’’
pile foundation engineering, earthwork and structural supporting engineering, construction works and other relevant services
‘‘Continuing Connected Transactions’’
the transactions contemplated under the Master Construction Agreement
‘‘controlling shareholder(s)’’

has the meaning ascribed thereto in the Listing Rules

‘‘Director(s)’’

the director(s) of the Company

‘‘Fujian Fusheng Group’’
Fujian Fusheng Group Co., Ltd.* (福建福晟集團有限公司), a company established in the PRC with limited liability and wholly owned by Fusheng Group
‘‘Fujian Liujian Group’’
Fujian Liujian Group Co., Ltd.* (福建六建集團有限公司), a company established in the PRC with limited liability and owned as to 70% by Fujian Fusheng Group
‘‘Fusheng Group’’
Fusheng Group Co., Ltd.* (福晟集團有限公司), a company established in the PRC with limited liability and owned as to 90% by Mr. Pan and as to 10% by Ms. Chen
‘‘Fuzhou Fullsun Group’’
Fuzhou Fullsun Group Co., Ltd.* (福州福晟集團有限公司), a company established in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company
‘‘Group’’
the Company and its subsidiaries
‘‘HK$’’

Hong Kong dollar(s), the lawful currency of Hong Kong

‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

‘‘Independent Board Committee’’
‘‘Independent Financial Adviser’’ or ‘‘Amasse Capital’’
‘‘Independent Shareholders’’
‘‘Latest Practicable Date’’
‘‘Listing Rules’’
‘‘Master Construction Agreement’’
‘‘Mr. Pan’’
‘‘Mr. Pan JG’’
‘‘Ms. Chen’’
‘‘Ms. Wu’’
‘‘PRC’’
‘‘Project(s)’’
the independent committee of the Board, comprising all the independent non-executive Directors, namely Dr. Cheung Wai Bun, Charles J.P., Dr. Tse Hiu Tung Sheldon, Mr. Yang Xiaoping and Mr. Yuen Chee Lap, Carl, formed to advise the Independent Shareholders as to (i) the Continuing Connected Transactions; and (ii) the Proposed Caps
Amasse Capital Limited, a licensed corporation to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to (i) the Continuing Connected Transactions; and (ii) the Proposed Caps
Shareholder(s) who do(es) not have a material interest in the Master Construction Agreement and the transactions contemplated thereunder
15 November 2018, being the latest practicable date prior to the publication of this circular for the purpose of ascertaining certain information contained in this circular
the Rules Governing the Listing of Securities on the Stock Exchange
the framework agreement dated 22 October 2018 entered into between Fuzhou Fullsun Group and Fujian Liujian Group in relation to the provision of the Construction Works to the Group by Fujian Liujian Group for the Projects
Mr. Pan Weiming (潘偉明先生), the chairman of the Board and an executive Director
Mr. Pan Jungang (潘俊鋼先生), an executive Director
Ms. Chen Weihong (陳偉紅女士), an executive Director
Ms. Wu Jihong (吳繼紅女士), an executive Director
the People’s Republic of China, excluding Hong Kong, Macau Special Administrative Region and Taiwan for the purpose of this circular
residential and/or commercial property project(s) located in the PRC of the Group from time to time

– 2 –

DEFINITIONS

‘‘Proposed Caps’’ the estimated maximum annual monetary value of the Continuing Connected Transactions for the four months ending 31 December 2018 and the two years ending 31 December 2020

‘‘RMB’’

Renminbi, the lawful currency of the PRC

‘‘SFO’’

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

‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of the Company
‘‘Shareholder(s)’’

holder(s) of Share(s)

‘‘Special General Meeting’’

the special general meeting of the Company to be convened and held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Wednesday, 5 December 2018 at 11:00 a.m. for considering and, if thought fit, approving, among other things, (i) the Continuing Connected Transactions; and (ii) the Proposed Caps, or any adjournment thereof

‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
‘‘%’’ per cent.
for identification purposes only

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LETTER FROM THE BOARD

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FULLSUN INTERNATIONAL HOLDINGS GROUP CO., LIMITED 福晟國際控股集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 00627)

Executive Directors:

Mr. Pan Weiming (Chairman) Mr. Tong Wentao (Chief Executive Officer) Mr. Pan Jungang Ms. Chen Weihong Mr. Li Jinrong Mr. Tang Kwok Hung Ms. Wu Jihong Mr. Wu Yang

Independent non-executive Directors: Dr. Cheung Wai Bun, Charles J.P. Dr. Tse Hiu Tung Sheldon Mr. Yang Xiaoping Mr. Yuen Chee Lap, Carl

Principal Place of Business in Hong Kong: Unit 2408, 24/F. World-wide House 19 Des Voeux Road Central Hong Kong

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

19 November 2018

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

Reference is made to the announcement of the Company dated 22 October 2018.

On 22 October 2018, Fuzhou Fullsun Group, which is an indirect wholly-owned subsidiary of the Company, entered into the Master Construction Agreement with Fujian Liujian Group in relation to the provision of the Construction Works to the Group by Fujian Liujian Group for the Projects for a term commencing from 1 September 2018 to 31 December 2020 (both dates inclusive).

The purpose of this circular is to provide you with, among others, information in relation to (i) the Master Construction Agreement, the transactions contemplated thereunder and the Proposed Caps; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Master Construction Agreement, the transactions

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LETTER FROM THE BOARD

contemplated thereunder and the Proposed Caps; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Master Construction Agreement, the transactions contemplated thereunder and the Proposed Caps; and (iv) the notice of the Special General Meeting.

THE MASTER CONSTRUCTION AGREEMENT

Date: 22 October 2018

Parties: (1) Fuzhou Fullsun Group, which is an indirect wholly-owned subsidiary of the Company, as appointer

(2) Fujian Liujian Group, as contractor

Subject: Pursuant to the Master Construction Agreement, the Group may engage Fujian Liujian Group as contractor to provide the Construction Works for the Projects on the terms thereof.

Term: a term commencing from 1 September 2018 to 31 December 2020 (both dates inclusive)

Contract sum: The contract sum for each Project will be determined with reference to the estimated amount of current and relevant construction contracts of the Group charged by independent third party contractors for similar works and projects.

The contract sum will be payable with reference to specific work stages or milestones achieved in various aspects of work. In general, an aggregate of 95% of the final contract sum will be paid according to the stage of completion and the payment schedule, and the remaining 5% will be withheld as work quality guarantee and repair fund.

The Directors (excluding Mr. Pan, Ms. Chen, Mr. Pan JG and Ms. Wu and the independent non-executive Directors whose view is set out in the section headed ‘‘Letter from the Independent Board Committee’’ in this circular) consider that the basis for determining the contract terms is fair and reasonable.

– 5 –

LETTER FROM THE BOARD

THE PROPOSED CAPS

Set out below are the Proposed Caps for the Continuing Connected Transactions contemplated under the Master Construction Agreement for the four months ending 31 December 2018 and the two years ending 31 December 2020:

For the period commencing from 1 September 2018 to 1 January 2019 to 1 January 2020 to 31 December 2018 31 December 2019 31 December 2020 RMB million RMB million RMB million Proposed Cap 150 1,500 1,500

The Proposed Caps are determined based on the estimates made by the Group based on the information currently available (including the complexity of the construction projects, development schedule and prevailing market conditions) and, in particular, the estimated amounts for the provision of Construction Works for the respective periods as set out above for the Group’s existing Projects being undertaken and future Projects which may be undertaken by the Group under the Master Construction Agreement.

During the period from 1 September 2018 and up to the Latest Practicable Date, Fujian Liujian Group was engaged to provide construction works to the Group involving the provision of pile foundation engineering, earthwork and structural supporting engineering in relation to a residential property project located at the north and south sides of the eastern portion of 815 Road, Jiaocheng District, Ningde City, Fujian, the PRC pursuant to a construction contract dated 6 September 2018 (the ‘‘Ningde Bisheng Construction Contract’’) entered into between the Group and Fujian Liujian Group (the ‘‘Previous Engagement’’). Please refer to the announcement of the Company dated 6 September 2018 for further particulars of the Previous Engagement. The contract sum of approximately RMB22.90 million (exclusive of value added tax) payable by the Group to Fujian Liujian Group under the Ningde Bisheng Construction Contract has therefore been included in the Proposed Cap for the period from 1 September 2018 to 31 December 2018.

Set out below are the information and the estimated construction costs for Construction Works for the Group’s existing Projects being undertaken and future Projects which may be undertaken by the Group during the relevant periods:

Seven Projects which are undertaken by the Group

(a) Six Projects in Changsha City, Hunan Province, the PRC

Development of Phase II and Phase III of Qianlong Royal Family* (錢隆世家), a middle-class residential complex located in Kaifu District in Changsha City, Hunan Province, the PRC. Further details of the project are set out in the circular of the Company dated 27 October 2017.

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LETTER FROM THE BOARD

Development of Phase II and Phase III of Qianlong International* (錢隆國際), a residential and commercial property located in Kaifu District in Changsha City, Hunan Province, the PRC. Further details of the project are set out in the circular of the Company dated 27 October 2017.

Development of Phase II and Phase III of Xingru Jincheng Commercial and Residential Area (興汝金城商住小區項目), a commercial and residential property project with land and buildings erected thereon located at Furong South Road, Tianxin Qu (芙蓉南路天心區), Changsha City, Hunan Province, the PRC. Further details of the project are set out in the announcements of the Company dated 12 February 2018, 14 March 2018 and 28 March 2018.

Development of Kela Meili Shanzhuang (克拉美麗山莊項目), a commercial and residential property project with land and the buildings erected thereon located at 423 Xin Kai Pu Lu (新開鋪路), Changsha City, Hunan Province, the PRC. Further details of the project are set out in the announcements of the Company dated 7 February 2018, 19 June 2018 and 28 June 2018.

Development of Muyun Road Residential Project* (暮雲大道項目), a commercial and residential property project of a parcel of land located at Muyun Road, Tianxin Qu, Changsha City, Hunan Province, the PRC.

Development of a parcel of land located at Huanhu Road West, Meixi Lake, Yuelu Qu* (岳麓區梅溪湖環湖路西), Changsha City, Hunan Province, the PRC. Further details of the project are set out in the announcement of the Company dated 25 July 2018.

(b) One Project in Ningde City, Hunan Province, the PRC

Development of Ningde Fullsun Country Garden. Tianjao (寧德福晟碧桂園 • 天驕), a residential and commercial complex located at Jiaocheng District (蕉城區), Ningde City, Fujian Province, the PRC. Further details of the project are set out in the announcement of the Company dated 22 May 2018.

Three Projects which may be undertaken by the Group

(a) Two Projects located in Changsha City, Hunan Province, the PRC.
(b) One Project located in Fuzhou City, Fujian Province, the PRC.

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LETTER FROM THE BOARD

Seven Projects which are undertaken by the Group Six Projects located in Changsha City, Hunan Province, the PRC One Project located in Ningde City, Fujian Province, the PRC Three Projects which may be undertaken by the Group Two Projects located in Changsha City, Hunan Province, the PRC One Project located in Fuzhou City, Fujian Province, the PRC Total	Total RMB million 1,254 303 1,557 1,389 167 1,556 3,113	Estimated construction costs for Construction Works for the period from 1 September 2018 to 31 December 2018 1 January 2019 to 31 December 2019 1 January 2020 to 31 December 2020 RMB million RMB million RMB million 113 429 712 19 152 132 132 581 844 — 780 609 18 138 11 18 918 620 150 1,499 1,464	Estimated construction costs for Construction Works for the period from 1 September 2018 to 31 December 2018 1 January 2019 to 31 December 2019 1 January 2020 to 31 December 2020 RMB million RMB million RMB million 113 429 712 19 152 132 132 581 844 — 780 609 18 138 11 18 918 620 150 1,499 1,464
			844
			609 11
			620
			1,464

The estimated construction costs for Construction Works for each of the Projects will be paid in specific work stages or milestones achieved in various aspects of work over the term of the particular Project.

The Continuing Connected Transactions in respect of the Projects as presently contemplated may or may not materialise depending on, among other factors, whether Fujian Liujian Group will be selected to provide Construction Works for such Projects subsequent to its tender being nominated by the Tender Appraisal Committee (defined as below) based on its selection criteria as set out below. The Group may from time to time during the continuance of the Master Construction Agreement engage Fujian Liujian Group to provide Construction Works for other Projects which are not presently contemplated by the Group, subject to the Proposed Caps not being exceeded.

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LETTER FROM THE BOARD

Internal control measures

The Building Construction and Municipal Facilities Construction Tender Management Regulations* ( 房屋建築和市政基礎設施工程施工招標投標管理辦法) (the ‘‘Tender Regulations’’) promulgated in June 2001 state that if the estimated price of a single construction contract amounts to at least RMB2 million or the total investment of the project is at least RMB30 million, the developer is required to undertake a bidding process for the award of the construction contracts and a tender appraisal committee should be set up for the appraisal of the tender for construction works for a project.

Accordingly, the Group has set up a tender appraisal committee (the ‘‘Tender Appraisal Committee’’) to appraise tenders for construction works for the Projects. The Tender Appraisal Committee has five members constituted by representatives from the Group and relevant specialists selected by the Group from a list certified by the construction administration authorities in the PRC. The relevant specialists make up no less than two-thirds of the Tender Appraisal Committee in compliance with the requirements of the Tender Regulations. The members of the Tender Appraisal Committee are independent of and not related to, among others, Fuijian Liujian Group, its ultimate beneficial owners and their respective associates.

At the commencement of each proposed project, the engineering department of the Group will provide construction planning requirements and a timetable for the project to the Tender Appraisal Committee. The Tender Appraisal Committee will set out, on a project-by-project basis, among other things, the scope of the construction works, the specification of the quantity and quality of the works, the construction period and payment terms in the tender document and also requests that each contractor provide with its tender submission (i) all relevant construction licences, safety licences and qualifications granted or awarded to the contractor; and (ii) relevant industry experience and track records of the contractor, its chief technician, project-in-charge and site-in-charge(s). The Tender Appraisal Committee will then issue the tender document to potential contractors on the list of contractors as maintained by the engineering department of the Group. Subject to a minimum of three tenders having been received, the Tender Appraisal Committee will assess the received tenders according to various selection criteria. The selection criteria adopted by the Tender Appraisal Committee include, but are not limited to, price competitiveness, industry experience of the contractors, quality and management of the proposed work, as well as safety measures employed. Prior to assessing the received tenders, the Tender Appraisal Committee will check whether the contractors who have submitted tenders have provided the requested documents and whether the received tenders are correct, complete and comply with the various terms and conditions set out in the tender document. Tenders which do not meet the standards or specifications required by the tender document will be removed from consideration. The Tender Appraisal Committee places varying degrees of emphasis on each selection criteria, with the specific emphasis varying on a project-by-project basis. In general, price competitiveness of the tenders is given a majority weighting whereas the remaining selection criteria, namely, industry experience of the contractors, quality and management of the proposed work and safety measures employed, together are afforded a minority weighting. All selection criteria are then aggregated according to their respective weighting and given a score by the Tender Appraisal Committee, which in turn will prepare a tender report setting out its evaluation results. The contractor with the highest tender score will be selected and the Group will enter into an agreement with the

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LETTER FROM THE BOARD

selected contractor in accordance with the terms of the contractor’s submitted tender. The Group will only award the Construction Works being tendered for by, among other bidders, Fujian Liujian Group from time to time if the Tender Appraisal Committee is satisfied in its assessment based on the selection criteria that it is in the best commercial interest of the Group to engage Fujian Liujian Group among other bidders.

In any event, the price of the construction contract will be determined by reference to the tender price submitted by the relevant contractor selected by the Tender Appraisal Committee.

MATERIAL INTEREST OF DIRECTORS IN THE MASTER CONSTRUCTION AGREEMENT

Fujian Liujian Group is owned as to 70% by Fujian Fusheng Group which is a wholly owned subsidiary of Fusheng Group. Fusheng Group is owned as to 90% by Mr. Pan and as to 10% by Ms. Chen.

Mr. Pan JG, an executive Director, is the brother of Mr. Pan, who is the chairman of the Board and an executive Director, and therefore an associate of Mr. Pan for the purpose of the Listing Rules. Mr. Pan JG is also a director of Fujian Liujian Group. Ms. Wu, an executive Director, is the sister-in-law of Ms. Chen, who is an executive Director, and therefore a deemed connected person of the Company for the purpose of the Listing Rules.

As such, each of Mr. Pan, Ms. Chen, Mr. Pan JG and Ms. Wu is considered to have a material interest in the Master Construction Agreement and the transactions contemplated thereunder, and each of them abstained from voting at the Board meeting at which the Master Construction Agreement and the transactions contemplated thereunder were approved.

The Board confirms that except for Mr. Pan, Ms. Chen, Mr. Pan JG and Ms. Wu, none of the Directors has any material interest in the Continuing Connected Transactions. Accordingly, none of the Directors (except for Mr. Pan, Ms. Chen, Mr. Pan JG and Ms. Wu who abstained as mentioned above) was required to abstain from voting on the Directors resolutions in relation to the Continuing Connected Transactions.

REASONS FOR AND BENEFIT OF THE ENTERING INTO OF THE MASTER CONSTRUCTION AGREEMENT

The Company is an investment holding company and the Group is principally engaged in the development and sale of properties and property investment in the PRC including Hong Kong. Fuzhou Fullsun Group was established in the PRC with limited liability and is principally engaged in equity investment.

Fujian Liujian Group was established in the PRC with limited liability and is principally engaged in building construction and civil engineering operations, including foundation works, site investigation mechanical and electrical engineering works.

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LETTER FROM THE BOARD

Fujian Liujian Group is a qualified Special-grade Main Contractor for Building Construction Works* (建築工程施工總承包特級企業), among other relevant qualifications, and has obtained all relevant licences as a construction contractor in the PRC. Fujian Liujian Group is experienced in providing construction services in the PRC and has been able to meet the Group’s requirements on different aspects such as prices tendered, project deliverables and quality. In view of the expertise and experience of Fujian Liujian Group in the provision of construction services (including Construction Works), the entering into of the Master Construction Agreement is beneficial to the Group’s business and could bring mutual synergy between the Group and Fujian Liujian Group.

Having considered the above, the Directors (excluding Mr. Pan, Ms. Chen, Mr. Pan JG and Ms. Wu and the independent non-executive Directors whose view is set out in the section headed ‘‘Letter from the Independent Board Committee’’ in this circular) consider that the Continuing Connected Transactions are in the interests of the Company and the Shareholders as a whole and on normal commercial terms or better and in the ordinary and usual course of business of the Group and that the terms of the Master Construction Agreement (including the Proposed Caps) are fair and reasonable.

LISTING RULES IMPLICATIONS

Fujian Liujian Group is owned as to 70% by Fujian Fusheng Group which is a wholly owned subsidiary of Fusheng Group. Fusheng Group is owned as to 90% by Mr. Pan and as to 10% by Ms. Chen. Therefore, Fujian Liujian Group is a close associate of Mr. Pan and a connected person of the Company. Accordingly, the transactions contemplated under the Master Construction Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules.

As more than one of the applicable percentage ratios in respect of the Continuing Connected Transactions are, on an annual basis, over 5%, the Continuing Connected Transactions are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

SPECIAL GENERAL MEETING

A notice convening the Special General Meeting at which an ordinary resolution will be proposed to consider and, if thought fit, to approve the Master Construction Agreement, the transactions contemplated thereunder and the Proposed Caps to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Wednesday, 5 December 2018 at 11:00 a.m., is set out on pages SGM-1 to SGM-3 of this circular. Whether or not you are able to attend the Special General Meeting in person, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event by 11:00 a.m. (Hong Kong time) on Monday, 3 December 2018 or not less than 48 hours before the time appointed for holding the Special General Meeting or any adjourned meeting (as the case may be). Completion and return of the accompanying form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjourned meeting (as the case may be) should you so wish.

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LETTER FROM THE BOARD

In accordance with the requirements of the Listing Rules, the ordinary resolution to be put forward at the Special General Meeting will be voted on by the Independent Shareholders by way of poll.

As at the Latest Practicable Date: (i) Tongda Enterprises Limited and Mr. Pan were interested in 6,415,060,000 and 1,080,000 Shares, representing approximately 56.51% and 0.01% of the total number of Shares in issue, respectively; and (ii) Tongda Enterprises Limited, Mr. Pan and their associates were interested in an aggregate of 6,416,140,000 Shares, representing approximately 56.52% of the total number of Shares in issue. Tongda Enterprises Limited, Mr. Pan and their respective associates will abstain from voting on the ordinary resolution to be proposed at the Special General Meeting in respect of the Continuing Connected Transactions and the Proposed Caps.

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising all the independent non-executive Directors, has been formed to advise the Independent Shareholders as to whether the Master Construction Agreement, the transactions contemplated thereunder and the Proposed Caps are in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Shareholders are concerned. Your attention is drawn to the letter from the Independent Board Committee containing its advice set out on pages 14 to 15 of this circular.

INDEPENDENT FINANCIAL ADVISER

Amasse Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the Master Construction Agreement, the transactions contemplated thereunder and the Proposed Caps are fair and reasonable so far as the Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. The text of the letter of advice from Amasse Capital is set out on pages 16 to 27 of this circular.

RECOMMENDATION

The Directors (excluding Directors who abstained from voting on certain Directors resolutions and the independent non-executive Directors whose view is set out in the section headed ‘‘Letter from the Independent Board Committee’’ in this circular) believe that the Master Construction Agreement, the transactions contemplated thereunder and the Proposed Caps are in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Shareholders are concerned. Accordingly, the Directors (excluding Directors who abstained from voting on certain Directors resolutions and the independent nonexecutive Directors whose view is set out in the section headed ‘‘Letter from the Independent Board Committee’’ in this circular) recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the Special General Meeting to approve the Master Construction Agreement, the transactions contemplated thereunder and the Proposed Caps.

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LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is drawn to the additional information contained in the appendix to this circular.

Yours faithfully,

By order of the Board

Fullsun International Holdings Group Co., Limited Pan Weiming

Chairman

for identification purposes only

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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FULLSUN INTERNATIONAL HOLDINGS GROUP CO., LIMITED 福晟國際控股集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 00627)

19 November 2018

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

We refer to the circular issued by the Company to the Shareholders dated 19 November 2018 (the ‘‘Circular’’), of which this letter forms part. Terms defined in the Circular shall bear the same meanings when used herein unless the context requires otherwise.

We have been appointed by the Board as the Independent Board Committee to advise you as to whether, in our opinion, the Master Construction Agreement, the transactions contemplated thereunder and the Proposed Caps are fair and reasonable so far as the Independent Shareholders are concerned. Details of the Master Construction Agreement, the transactions contemplated thereunder and the Proposed Caps are set out in the letter from the Board contained in the Circular. Amasse Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Master Construction Agreement, the transactions contemplated thereunder and the Proposed Caps. Details of its advice and the principal factors taken into consideration in arriving at its recommendations are set out in the letter from Amasse Capital contained in the Circular.

Having considered the terms of the Master Construction Agreement, the transactions contemplated thereunder and the Proposed Caps and taking into account the information contained in the Circular and the advice of Amasse Capital, we are of the opinion that the Master Construction Agreement, the transactions contemplated thereunder and the Proposed Caps are on normal commercial terms, fair and reasonable and are in the interests of the

– 14 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be put forward at the Special General Meeting to approve the Master Construction Agreement, the transactions contemplated thereunder and the Proposed Caps.

Yours faithfully, For and on behalf of Independent Board Committee

Dr. Cheung Wai Bun, Charles J.P. Dr. Tse Hiu Tung Sheldon

Mr. Yang Xiaoping Mr. Yuen Chee Lap, Carl Independent non-executive Directors

– 15 –

LETTER FROM AMASSE CAPITAL

The following is the full text of the letter of advice to the Independent Board Committee and the Independent Shareholders from the Independent Financial Adviser prepared for the purpose of incorporation in this circular.

==> picture [60 x 34] intentionally omitted <==

19 November 2018

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Continuing Connected Transactions and the Proposed Caps, details of which are set out in the letter from the Board (the ‘‘Letter from the Board’’) contained in the circular of the Company dated 19 November 2018 (the ‘‘Circular’’), of which this letter forms a part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

The Independent Board Committee, comprising all the independent non-executive Directors, has been formed to advise the Independent Shareholders as to whether the Master Construction Agreement, the transactions contemplated thereunder and the Proposed Caps are in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Shareholders are concerned. We have been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect, and such appointment has been approved by the Independent Board Committee.

LISTING RULES IMPLICATIONS

– 16 –

LETTER FROM AMASSE CAPITAL

connected person of the Company. Accordingly, the transactions contemplated under the Master Construction Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules.

OUR INDEPENDENCE

As at the Latest Practicable Date, we did not have any relationships or interests with the Company or any other parties that could reasonably be regarded as relevant to our independence. In the last two years, we have acted as the independent financial adviser to the Independent Board Committee (the ‘‘Previous Appointment’’).

With regard to our independence from the Company, it is noted that (i) apart from normal professional fees paid or payable to us in connection with the Previous Appointment as well as the current appointment as the Independent Financial Adviser, no arrangements exist whereby we had received or will receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence; (ii) we have maintained our independence from the Company during the Previous Appointment; (iii) the service fees received separately or aggregately from the Previous Appointment and the current appointment do not constitute a significant portion of our total revenue; and (iv) our independence from the Company has not been compromised because of the Previous Appointment. Accordingly, we consider that the aforementioned Previous Appointment would not affect our independence, and that we are independent from the Company pursuant to Rule 13.84 of the Listing Rules.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors and the management of the Company (the ‘‘Management’’). We have assumed that all information and representations that have been provided by the Management, for which the Directors are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. Our opinion is based on the representation and confirmation of the Management that there are no undisclosed private agreements/arrangements or implied understanding with anyone concerning the Continuing Connected Transactions and the Proposed Caps. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.

– 17 –

LETTER FROM AMASSE CAPITAL

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, that the information contained in the 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 in the Circular or the Circular as a whole misleading. We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the Circular, save and except for this letter of advice.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, carried out any independent verification of the information provided by the Management, nor have we conducted any independent in-depth investigation into the business and affairs of any members of the Group, the counter party(ies) to the Continuing Connected Transactions and the Proposed Caps or their respective subsidiaries or associates. We also have not considered any taxation implication on the Group or the Shareholders as a result of the Continuing Connected Transactions and the Proposed Caps. We have not carried out any feasibility study on the past, and forthcoming investment decision, opportunity or project undertaken or to be undertaken by the Group. Our opinion has been formed on the assumption that any analysis, estimation, anticipation, condition and assumption provided by the Group are feasible and sustainable. Our opinion shall not be construed as to give any indication to the validity, sustainability and feasibility of any past, existing and forthcoming investment decision, opportunity or project undertaken or to be undertaken by the Group.

Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. Should there be any subsequent material change in such information after the despatch of the Circular, the Company should inform the Shareholders as soon as possible in accordance with the Listing Rules. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company. We expressly disclaim any liability and/or any loss arising from or in reliance upon the whole or any part of the contents of this letter.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, we are not obligated to conduct any independent in-depth investigation into the accuracy and completeness of those information.

– 18 –

LETTER FROM AMASSE CAPITAL

PRINCIPAL FACTORS TAKEN INTO CONSIDERATION

In formulating our opinion, we have taken into consideration the following principal factors and reasons:

1. Background information

(a) Information of the Group

A summary of the financial information of the Group as extracted from the Company’s annual report for the year ended 31 March 2018 (the ‘‘2018 Annual Report’’) is set out below:

	Year ended	31 March
	2018	2017
	RMB’000	RMB’000
	(audited)	(unaudited)
		(restated)
Revenue	553,549	602,607
Gross profit	222,303	174,014
Operating profit after tax	99,891	54,113
(Loss) profit and total comprehensive (expense)
income for the year attributable to owners of
the Company
— from continuing operations	(4,625,928)	54,113
— from discontinued operations	(426)	—
	As at	As at
	31 March	31 March
	2018	2017
	RMB’000	RMB’000
	(audited)	(unaudited)
		(restated)
Total assets	5,860,960	2,833,920
Total liabilities	5,572,395	2,506,213
Total equity	288,565	327,707

Revenue for the year ended 31 March 2018 was approximately RMB553.5 million as compared to a revenue of approximately RMB602.6 million for the corresponding period in 2017, representing a decrease of approximately 8.1%.

– 19 –

LETTER FROM AMASSE CAPITAL

The operating profit after tax for the year ended 31 March 2018 was approximately RMB99.89 million, representing an increase of 84.6% when compared to RMB54.11 million for the year ended 31 March 2017.

Furthermore, the Group recorded a loss and total comprehensive expense attributable to owners of the Company (including continuing and discontinued operations) of approximately RMB4,626.4 million for the year ended 31 March 2018, as compared to the profit and total comprehensive income attributable to owners of the Company (including continuing and discontinued operations) of approximately RMB54.1 million in 2017. The turnaround from a profit position in 2017 to a loss position in 2018 by the Company was mainly due to one-off losses, including the change on fair value of derivate components of convertible bonds issued on 1 December 2017 and the impairment loss on goodwill arising from the reverse takeover subsequent to the filing of new listing application of approximately RMB182.8 million and RMB4,543.4 million respectively.

As at 31 March 2018, the Group has audited consolidated total assets, total liabilities and total equity of approximately RMB5,861.0 million, RMB5,572.4 million and RMB288.6 million respectively.

(b) Information of Fujian Liujian Group

2. Reasons for and benefits of entering into the Master Construction Agreement

As stated in the Letter from the Board, Fujian Liujian Group is a qualified Specialgrade Main Contractor for Building Construction Works* (建築工程施工總承包特級企業), among other relevant qualifications, and has obtained all relevant licences as a construction contractor in the PRC.

We noted that prior to entering into the Master Construction Agreement, Fujian Liujian Group was acted as a contractor to the Group’s construction projects. We have reviewed several samples of the completion reports and have enquired with the Management, it is satisfied with the work provided by Fujian Liujian Group in the past engagements.

The Board consider that Fujian Liujian Group is experienced in providing construction services in the PRC and has been able to meet the Group’s requirements on different aspects such as prices tendered, project deliverables and quality. Given that the Master Construction Agreement would allow the Group to engage Fujian Liujian Group to provide the Construction Works for the Projects as long as (i) its tender is superior to other tenders submitted by independent contractors as considered under the Group’s tendering policy; and (ii) it is beneficial to the Group’s business and could bring mutual

– 20 –

LETTER FROM AMASSE CAPITAL

synergy between the Group and Fujian Liujian Group, we concur with the Board’s views that it is in the interests of the Company and Shareholders as a whole to enter into the Master Construction Agreement.

3. Principal terms of the Master Construction Agreement

As stated in the Letter from the Board, the principal terms of the Master Construction Agreement are summarised below:

Date: 22 October 2018

Parties: (1) Fuzhou Fullsun Group, which is an indirect whollyowned subsidiary of the Company, as appointer
(2) Fujian Liujian Group, as contractor

Subject:

Pursuant to the Master Construction Agreement, the Group may engage Fujian Liujian Group as contractor to provide the Construction Works for the Projects on the terms thereof.

Term:

a term commencing from 1 September 2018 to 31 December 2020 (both dates inclusive)

Contract sum:

The contract sum for each Project will be determined with reference to the estimated amount of current and relevant construction contracts of the Group charged by independent third party contractors for similar works and projects.

The Directors (excluding Mr. Pan, Ms. Chen, Mr. Pan JG and Ms. Wu and the independent non-executive Directors whose view is set out in the section headed ‘‘Letter from the Independent Board Committee’’ in the Circular) consider that the basis for determining the contract terms is fair and reasonable.

– 21 –

LETTER FROM AMASSE CAPITAL

4. Proposed Caps

		For the	period commencing	from
		1 September	1 January	1 January
		2018 to	2019 to	2020 to
		31 December	31 December	31 December
		2018	2019	2020
		RMB million	RMB million	RMB million
Proposed	Cap	150	1,500	1,500

As set out in the Letter from the Board, the Proposed Caps are determined based on the estimates made by the Group based on the information currently available (including the complexity of the construction projects, development schedule and prevailing market conditions) and, in particular, the estimated amounts for the provision of Construction Works in the respective periods for the Group’s existing Projects being undertaken and future Projects which may be undertaken by the Group under the Master Construction Agreement.

As confirmed by the Management, during the period from 1 September 2018 and up to the Latest Practicable Date, Fujian Liujian Group was engaged to provide construction works to the Group involving the provision of pile foundation engineering, earthwork and structural supporting engineering in relation to a residential property project located at the north and south sides of the eastern portion of 815 Road, Jiaocheng District, Ningde City, Fujian, the PRC pursuant to a construction contract dated 6 September 2018 (the ‘‘Ningde Bisheng Construction Contract’’) entered into between the Group and Fujian Liujian Group (the ‘‘Previous Engagement’’). Please refer to the announcement of the Company dated 6 September 2018 for further particulars of the Previous Engagement. The contract sum of approximately RMB22.90 million (exclusive of value added tax) payable by the Group to Fujian Liujian Group under the Ningde Bisheng Construction Contract has therefore been included in the Proposed Cap for the period from 1 September 2018 to 31 December 2018.

Based on the information provided by the Company, we understand that the Proposed Caps are estimated primarily based on the Projects being undertaken and potentially to be undertaken by the Group. In order to assess the fairness and reasonableness of the Proposed Caps, we have obtained and reviewed the projection (the ‘‘Projection’’) prepared by the Company, which set out the estimated construction cost and contract sum on a project-by-project basis entered or potentially to be entered into with construction contractors, including Fujian Liujian Group, during the period from 1 September 2018 to 31 December 2020, which form the basis of the Proposed Caps. We noted from the Projection that (i) the Group currently intends to send out tending invitations for approximately 10 Projects in the PRC, including regions in Hunan, Ningde and Fuzhou

– 22 –

LETTER FROM AMASSE CAPITAL

and other PRC cities; (ii) the total contract sum involved for these Projects matches with the Proposed Caps; (iii) the estimated annual fees payable by the Group is estimated based on the development plan of the Projects; (iv) the construction period for the Projects varies according to the type, scale and development plan of the Projects; and (v) most of the Construction Works of the aforementioned 10 Projects in the PRC are expected to occur during the period from 1 January 2019 to 31 December 2020. The details of the aforementioned 10 Projects in the PRC are set out below:

Projects which are undertaken by the Group — 6 Projects located in Changsha City, Hunan Province — 1 Project located in Ningde City, Fujian Province, the PRC Projects which may be potentially undertaken by the Group — 2 Projects located in Changsha City, Hunan Province, the PRC — 1 Project located in Fuzhou City, Fujian Province, the PRC Total Utilization of the Proposed Caps (Approximately %)	Estimated construction costs for Construction Works for the period from Total 1 September 2018 to 31 December 2018 1 January 2019 to 31 December 2019 1 January 2020 to 31 December 2020 RMB million RMB million RMB million RMB million 1,254 113 429 712 303 19 152 132 1,557 132 581 844 1,389 — 780 609 167 18 138 11 1,556 18 918 620 3,113 150 1,499 1,464 100.00% 99.93% 97.60%	Estimated construction costs for Construction Works for the period from Total 1 September 2018 to 31 December 2018 1 January 2019 to 31 December 2019 1 January 2020 to 31 December 2020 RMB million RMB million RMB million RMB million 1,254 113 429 712 303 19 152 132 1,557 132 581 844 1,389 — 780 609 167 18 138 11 1,556 18 918 620 3,113 150 1,499 1,464 100.00% 99.93% 97.60%
		844
		609 11
		620
		1,464
		97.60%

– 23 –

LETTER FROM AMASSE CAPITAL

The Continuing Connected Transactions in respect of the Projects as presently contemplated may or may not materialise depending on, among other factors, whether Fujian Liujian Group will be selected to provide the Construction Works for such Projects subsequent to its tender being nominated by the Tender Appraisal Committee (defined as below) based on its selection criteria as set out below. The Group may from time to time during the continuance of the Master Construction Agreement engage Fujian Liujian Group to provide the Construction Works for other Projects which are not presently contemplated by the Group, subject to the Proposed Caps not being exceeded.

Taking into account the above, we are of the view that the Proposed Caps for the Continuing Connected Transactions are fair and reasonable so far as the Independent Shareholders are concerned.

5. Pricing policy and internal control measures

As advised by the Management, the Group selects contractors by way of tender and determines the contract sum by reference to the relevant tender price of the selected contractors. The tendering steps involve (i) invitation to tenders; (ii) review and assessment of the tender submissions; and (iii) tender selection. The Group’s tendering policy is applicable to tenders submitted by connected persons and independent contractors. The Management also advised that invitation for tendering construction contracts from Fujian Liujian Group shall be reviewed and evaluated under the same prescribed tender assessment method in a manner, and there is no difference than that applied to those with independent contractors. The appointment of Fujian Liujian Group as construction contractor(s) for the Group’s projects will be subject to successful tender(s) in competitive tendering process(es) governed by the relevant PRC rules and regulations.

We also noted that the Company maintains a contactor list (the ‘‘Contractor List’’) and update such list from time to time. We have reviewed the relevant documentation including the relevant contractors listed on the Contractor List, the bid invitation document and the tender review report prepared by the Tender Appraisal Committee (as defined below).

Based on our discussion with the Management, we noted that the Group has set up a tender appraisal committee (the ‘‘Tender Appraisal Committee’’) to appraise tenders for construction works for the Projects. The Tender Appraisal Committee has five members constituted by representatives from the Group and relevant specialists selected by the Group from a list certified by the construction administration authorities in the PRC. The relevant specialists make up no less than two-thirds of the Tender Appraisal Committee in compliance with the requirements of the Building Construction and Municipal Facilities Construction Tender Management Regulations* (房屋建築和市政基礎設施工程施工招標投標管理辦法) (the ‘‘Tender Regulations’’). The members of the Tender Appraisal Committee are independent of and not related to, among others, Fujian Liujian Group, its ultimate beneficial owners and their respective associates. At the commencement of each proposed project, the engineering department of the Group will provide construction planning requirements and a timetable for the project to the Tender Appraisal Committee.

– 24 –

LETTER FROM AMASSE CAPITAL

The Tender Appraisal Committee will set out, on a project-by-project basis, amongst other things, the scope of the construction works, the specification of the quantity and quality of the works, the construction period and payment terms in the tender document and also requests that each contractor provide with its tender submission (i) all relevant construction licences, safety licences and qualifications granted or awarded to the contractor; and (ii) relevant industry experience and track records of the contractor, its chief technician, project-in-charge and site-in-charge(s). The Tender Appraisal Committee will then issue the tender document to potential contractors on the list of contractors as maintained by the engineering department of the Group. Subject to a minimum of three tenders having been received, the Tender Appraisal Committee will assess the received tenders according to various selection criteria. The selection criteria adopted by the Tender Appraisal Committee include, but are not limited, to price competitiveness, industry experience of the contractors, quality and management of the proposed work, as well as safety measures employed. Prior to assessing the received tenders, the Tender Appraisal Committee will check whether the contractors who have submitted tenders with the requested documents and whether the received tenders are correct, complete and comply with the various terms and conditions set out in the tender document. Tenders which do not meet the standards or specifications required by the tender document will be removed from consideration. The Tender Appraisal Committee places varying degrees of emphasis on each selection criteria, with the specific emphasis varying on a project-byproject basis. In general, price competitiveness of the tenders is given a majority weighting whereas the remaining selection criteria, namely, industry experience of the contractors, quality and management of the proposed work and safety measures employed, together are afforded a minority weighting. All selection criteria are then aggregated according to their respective weighting and given a score by the Tender Appraisal Committee, which in turn will prepare a tender report setting out its evaluation results. The contractor with the highest tender score will be selected and the Group will enter into an agreement with the selected contractor in accordance with the terms of the contractor’s submitted tender. The Group will only award the Construction Works being tendered for by, among other bidders, Fujian Liujian Group from time to time if the Tender Appraisal Committee is satisfied in its assessment based on the selection criteria that it is in the best commercial interest of the Group to engage Fujian Liujian Group among other bidders. In any event, the price of the construction contract will be determined by reference to the tender price submitted by the relevant contractor selected by the Tender Appraisal Committee.

Based on the above, we consider that the selection of contractor by way of tender and determination of the contract sum under the Master Construction Agreement is fair and reasonable.

– 25 –

LETTER FROM AMASSE CAPITAL

Furthermore, upon discussion with the Management, we are given to understand that, in order to safeguard the interests of the Company and the Shareholders as a whole, the Company has adopted the following guidelines and principles to monitor the transactions contemplated under the Master Construction Agreement:

(i) engagement of a supervision company which is independent from the Group to monitor the Construction Works conducted by Fujian Liujian Group, including but not limited to the quality, cost and schedule;
(ii) the finance and accounting department of the Company will continue to be responsible for supervising and controlling the transactions conducted by Fujian Liujian Group and ensure that the aggregate transaction amounts will not exceed the Proposed Caps for the respective periods;
(iii) the engineering department and the legal department of the Company will evaluate the terms under the agreements for the continuing connected transactions and it also provides guidelines and coordinates with different departments;
(iv) the Tender Appraisal Committee collects and compares the applicable market price, price offered by or to independent third parties and the historical price to determine the most appropriate pricing;
(v) selection of successful tenderer shall be performed by the Tender Appraisal Committee which will select winning contractor based on multiple criteria such as, price, experience, qualification, quality, capabilities, payment terms, and delivery schedule; and
(vi) the Company’s independent non-executive Directors and auditors will conduct annual review of the Continuing Connected Transactions under the Master Construction Agreement and provide annual confirmation to ensure that, in accordance with the Listing Rules, the transactions are conducted in accordance with the terms of the agreements, on normal commercial terms and in accordance with the pricing policy.

Taking into account of the above, we are of the view that appropriate measures will be in place to govern the transactions to be conducted under the Master Construction Agreement to ensure compliance with relevant requirements under the Listing Rules and safeguard the interests of the Company and the Shareholders as a whole.

RECOMMENDATION

Having considered the principal factors and reasons above, we consider that (i) the entering into of the Master Construction Agreement is in the interests of the Company and the Shareholders as a whole; (ii) the terms of the Master Construction Agreement and the Proposed Caps are fair and reasonable; and (iii) the Master Construction Agreement is on normal commercial terms and in the ordinary and usual course of business of the Group. We therefore

– 26 –

LETTER FROM AMASSE CAPITAL

recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the relevant resolution(s) to approve the Continuing Connected Transactions and the Proposed Caps at the Special General Meeting.

Yours faithfully, For and on behalf of Amasse Capital Limited May Tsang Director

Ms. May Tsang is a licensed person registered with the Securities and Future Commission of Hong Kong and regards as a responsible officer of Amasse Capital Limited to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and has over 12 years of experience in corporate finance industry.

– 27 –

GENERAL INFORMATION

APPENDIX

1. 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.

2. DISCLOSURE OF INTERESTS

(a) Interests of Directors and chief executive of the Company

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the Shares, underlying Shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred therein; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, were as follows:

The Company

				Approximate
	Long position/short		Number of	percentage of
Name of Director	position	Nature of interests	Shares	shareholding
Mr. Pan	Long position	Beneficial owner	1,080,000	0.01%
	Long position	Interest in a	6,415,060,000	56.51%
		controlled	(Note 1)
		corporation
Ms. Chen	Long position	Interest of spouse	6,416,140,000	56.52%
			(Note 2)
Notes:

(1) These Shares were held by Tongda Enterprises Limited, a company incorporated in the British Virgin Islands and all of the issued shares of which was owned by Mr. Pan.
(2) Ms. Chen is the spouse of Mr. Pan. Pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO, Ms. Chen is deemed to be interested in all the Shares in which Mr. Pan is or is deemed to be interested.

– – App-1

GENERAL INFORMATION

APPENDIX

Associated corporations

Name of					Approximate
associated		Long position/	Nature of	Number and	percentage of
corporation	Name of Director	short position	interests	class of shares	shareholding
Tongda Enterprises	Mr. Pan	Long position	Beneficial owner	50,000 ordinary	100%
Limited				shares of US$1.00
				each
Tongda Enterprises	Ms. Chen	Long position	Interest of spouse	50,000 ordinary	100%
Limited				shares of US$1.00
				each (Note)

Note: Ms. Chen is the spouse of Mr. Pan. Pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO, Ms. Chen is deemed to be interested in all the shares in Tongda Enterprises Limited in which Mr. Pan is interested.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor the chief executive of the Company had or was deemed to have any interests and short positions in the Shares, underlying Shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers under the Listing Rules.

(b) Interests of substantial shareholders of the Company

So far as is known to the Directors, as at the Latest Practicable Date, each of the following persons (other than a Director or chief executive of the Company) had, or was deemed to have, interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who was, directly or indirectly, interested in 10% or more of any class of shares carrying rights to vote in all circumstances at general meetings of any other member of the Group:

			Approximate
			percentage of
Name of Shareholder	Nature of interests	Number of Shares	shareholding
Tongda Enterprises Limited	Beneficial owner	6,415,060,000(L)	56.51%

Note: Tongda Enterprises Limited is a company incorporated in the British Virgin Islands and all of the issued shares of which was owned by Mr. Pan.

(L) — Long Position

– – App-2

GENERAL INFORMATION

APPENDIX

		Approximate
		percentage of
		shareholding
		in the relevant
		member of the
Name of member of the Group	Name of shareholder	Group
Hunan Zhenghao Property Development Co., Ltd.*	Daye Trust Co., Ltd.*	49%
湖南正昊置業發展有限公司	大業信託有限責任公司
Hunan Xing Ru Cheng Property Development Co.,	Daye Trust Co., Ltd.*	49%
Ltd.*	大業信託有限責任公司
湖南興汝城房地產開發有限公司
Hunan Fullsun Real Estate Development Co., Ltd.*	Daye Trust Co., Ltd.*	49%
湖南福晟房地產開發有限公司	大業信託有限責任公司
Jiaxing City Bojin Properties Co., Ltd.*	Zhongbo International (China)	25%
嘉興市鉑金置業有限公司	Investment Co., Limited
	中鉑國際（中國）投資
	有限公司
Ningde Bisheng Property Development Co., Ltd.*	Fuzhou City Fenghuang Shidai	33%
寧德市碧晟房地產開發有限公司	Enterprise Management Co.,
	Ltd.*
	福州市鳳凰時代企業管理有限
	公司
	Fujian Kaiding Investment	25%
	Development Co., Ltd.*
	福建凱鼎投資發展有限公司
Hunan Deruida Property Development Co., Ltd*	Sichuan Trust Co., Ltd.*	49%
湖南德瑞達房地產開發有限公司	四川信託有限公司
Guangdong Fullsun Qianlong Investment Co., Ltd.*	Guangzhou Jieyue Properties Co.,	12%
廣東福晟錢隆投資有限公司	Ltd.*
	廣州捷越置業有限公司

for identification purpose only

Save as disclosed above, as at the Latest Practicable Date, no other persons (other than a Director and chief executive of the Company) had, or was deemed to have, an interest or short position in the Shares and underlying Shares which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO or, who was, directly or indirectly interested in 10% or more of any class of shares carrying rights to vote in all circumstances at general meetings of any other member of the Group.

3. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

– – App-3

GENERAL INFORMATION

APPENDIX

4. OTHER INTERESTS OF THE DIRECTORS

As at the Latest Practicable Date:

(a) save for Mr. Pan and Ms. Chen’s interest in the cooperation agreement dated 27 April 2018 entered into between Fujian Fusheng Group and Shanghai Fusheng Property Co., Ltd.* (上海福晟置業有限公司), an indirect wholly-owned subsidiary of the Company, in relation to the proposed business investment in a commercial and residential property project with land and the buildings erected thereon located in Pudong New District, Shanghai City, the PRC, none of the Directors had any direct or indirect interest in any assets which have, since 31 March 2018, being the date of the latest published audited consolidated financial statements of the Group were made up, been acquired or disposed of by, or leased to, or are proposed to be acquired or disposed of by, or leased to any member of the Group; and
(b) save for Mr. Pan and Ms. Chen’s interest in (i) the Master Construction Agreement; and (ii) the Ningde Bisheng Construction Contract, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group which contract or arrangement was subsisting as at the Latest Practicable Date and which is significant in relation to the business of the Group as a whole.

5. EXPERT’S CONSENT AND QUALIFICATION

The following is the qualification of the professional adviser who has given opinion or advice which is contained in this circular:

Name Qualification

Amasse Capital a licensed corporation to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

Amasse Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and all reference to its name in the form and context in which they appear.

As at the Latest Practicable Date, Amasse Capital was not beneficially interested in the share capital of any member of the Group nor did it has any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group nor did it have any interest, either direct or indirect, in any assets which have been, since 31 March 2018 being the date to which the latest published audited consolidated financial statements of the Group were made up, acquired, disposed of by, or leased to, or are proposed to be acquired or disposed of by, or leased to any member of the Group.

– – App-4

GENERAL INFORMATION

APPENDIX

6. COMPETING INTERESTS

Set out below were the details of the property projects in which Mr. Pan was interested as at the Latest Practicable Date:

		Project
	Name of the	status	Name of associate
No.	property projects	(Note)	of Mr. Pan	Geographical location	Project nature
1.	福晟錢隆金山整盤	Stage III	福建瑋隆房地產開發	福州市倉山區建新鎮	residential
	(Fusheng Qianlong		有限公司	冠浦路6號	project
	Jinshan)		(Fujian Weilong Real	No. 6 Guanpu Road, Cangshan District,
			Estate Development	Fuzhou, Fujian Province
			Co., Ltd.)
2.	福晟錢隆御景整盤	Stage III	福建晟隆房地產開發	福州市晋安區新店鎮	residential
	(Fusheng Qianlong		有限公司	福飛北路189號	project
	Yujing)		(Fujian Shenglong Real	No. 189 Fufei Road, Xindian Village,
			Estate Development	Jinan District, Fuzhou, Fujian Province
			Co., Ltd.)
3.	福晟錢隆天下整盤	Stage III	福建福晟房地產開發	福州市台江區五一南路28號	residential
	(Fusheng Qianlong		有限公司	No. 28 South Wuyi Road, Taijiang	project
	Tianxia)		(Fujian Fusheng Real	District, Fuzhou, Fujian Province
			Estate Development
			Co., Ltd.)
			(‘‘Fujian Fusheng’’)
4.	福晟錢隆首府整盤	Stage III	Fujian Fusheng	福州市晋安區福馬路159號	residential
	(Fusheng Qianlong			No. 159 Fuma Road, Jinan District,	project
	Shoufu)			Fuzhou, Fujian Province
5.	福晟錢隆首座整盤	Stage III	Fujian Fusheng	福州市晋安區象園街道	residential
	(Fusheng Qianlong			連江中路196號	project
	Shouzuo)			No. 196 Lianjiang Road, Jinan District,
				Fuzhou, Fujian Province

– – App-5

GENERAL INFORMATION

APPENDIX

		Project
	Name of the	status	Name of associate
No.	property projects	(Note)	of Mr. Pan	Geographical location	Project nature
6.	福晟錢隆大第整盤	Stage III	Fujian Fusheng	福州市晋安區王莊街道	residential
	(Fusheng Qianlong Dadi)			講堂路	project
				Jiangtang Road, Jinan District, Fuzhou,
				Fujian Province
7.	福晟國際中心整盤	Stage III	Fujian Fusheng	福州市晋安區福馬路與	commercial
	(Fusheng International			長樂路交叉口	project
	Centre)			The intersection of Fuma Road and
				Changle Road, Jinan District, Fuzhou,
				Fujian Province
8.	福晟錢隆廣場整盤	Stage III	福晟錢隆廣場(福建)	福州市台江區北江濱商務	commercial
	(Fusheng Qianlong		商業管理有限公司	中心B9地塊	project
	Plaza)		(Fusheng Qianlong	Land Plot No. B9 North Jiangbin
			Plaza (Fujian) Business	business centre, Taijiang District,
			Management	Fuzhou, Fujian Province
			Co., Ltd.)
9.	福晟財富中心整盤	Stage III	福建迅榮房地產開發	福州市鼓樓區古田路60號	commercial
	(Fusheng Fortune Centre)		有限公司	No. 60 Gutian Road, Gulou District,	project
			(Fujian Xunrong Real	Fuzhou, Fujian Province
			Estate Development
			Co., Ltd.)
10.	福晟錢隆公館整盤	Stage III	福州福晟房地產開發	福州市閩侯縣上街鎮	residential
	(Fusheng Qianlong		有限公司	源通東路77號	project
	Mansion)		(Fuzhou Fusheng Real	No. 77 East Yuantong Road, Minhou
			Estate Development	County, Fuzhou, Fujian Province
			Co., Ltd.) (‘‘Fuzhou
			Fusheng’’)

– – App-6

APPENDIX

GENERAL INFORMATION

		Project
	Name of the	status	Name of associate
No.	property projects	(Note)	of Mr. Pan	Geographical location	Project nature
11.	福晟錢隆城	Stage III	Fuzhou Fusheng	福州市閩侯縣上街鎮	residential
	(Fusheng Qianlong City)			源通東路136號	project
				No. 136, East Yuantong Road, Minhou
				County, Fuzhou, Fujian Province
12.	福晟錢隆學府	Stage III	福建聯豐房地產開發	福州市閩侯縣上街鎮	residential
	(Fusheng Qianlong		有限公司	源通東路118號	project
	Xuefu)		(Fujian Lianfeng Real	No. 118, East Yuantong Road, Minhou
			Estate Development	County, Fuzhou, Fujian Province
			Co., Ltd.) (‘‘Fujian
			Lianfeng’’)
13.	福晟錢隆樽品	Stage II	Fujian Lianfeng	福州市閩侯縣南通鎮洲頭村	residential
	(Fusheng Qianlong			Zhoutou Village, Nantong Town,	project
	Zunpin)			Minhou County, Fuzhou, Fujian
				Province
14.	福州衣錦華庭	Stage III	福建閩長置業有限公司	福州市鼓樓區楊橋路19號	residential
	(Fuzhou Yijin Huating)		Fujian Men Cheung	No. 19 Yangqiao Road,	project
			Properties Co., Ltd.	Gulou District, Fuzhou, Fujian Province
15.	福晟.錢隆珠寶大廈	Stage II	福建誠信置業有限公司	福州市晋安區福馬路五里亭福馬路與珠	commercial
	(Fusheng Qianlong		(Fujian Chengxin	寶路交界處	project
	Jewelry Building)		Property Management	The intersection of Fuma Road and
			Co., Ltd.)	Zhubao Road, Jinan District, Fuzhou,
				Fujian Province
16.	福晟.華威錢隆奧體城	Stage II	福州華威置業有限公司	福州市倉山區金洲南路	commercial
	(Fusheng Huawei		(Fujian Huawei	南側，台嶼路西側，	project
	Qianlong Olympic City)		Property Management	福灣路東側
			Co., Ltd.)	The south of South Jinzhou Road, west
				of Taiyu Road and east of Fuwan
				Road, Cangshan District, Fuzhou,
				Fujian Province

– – App-7

GENERAL INFORMATION

APPENDIX

		Project
	Name of the	status	Name of associate
No.	property projects	(Note)	of Mr. Pan	Geographical location	Project nature
17.	褔晟中央美墅	Stage II	褔建華商房地產開發	褔州市倉山區建新鎮梅亭村洪灣路東側	residential
	(Fusheng Central Villa)		有限公司	The east of Hongwan Road, Meiting	project
			(Fujian Huashang Real	Village, Jianxin Town Cangshan
			Estate Development	District, Fuzhou, Fujian Province
			Co., Ltd.)
18.	華潤福晟中心	Stage I	華潤置地(福州)投資	福州市鼓樓區斗池路北側西二環中路西	residential and
	(Huarun Fusheng Centre)		有限公司	側	commercial
			(Huarun Land (Fuzhou)	The north of Douchi Road and the	project
			Investment Co., Ltd.)	west of West 2nd Ring Road, Gulou
				District, Fuzhou, Fujian Province
19.	螺洲小鎮地塊	Stage II	福州首開瑞泰房地產	福州市倉山區南三環路	residential and
	(Land Parcel at Luozhou		開發有限公司	以南，螺洲大橋東側	commercial
	Village)		(Fuzhou Shoukai Ruitai	East side of Luozhou Bridge, the south	project
			Real Estate	of South Sanhuan Road, Cangshan
			Development Co., Ltd.)	District, Fuzhou, Fujian Province
20.	錢隆學府	Stage II	漳州福晟房地產開發	漳州市龍文區龍文北路西側，漳華路南	residential
	(Qianlong Xuefu)	Stage III	有限公司	北兩側	project
			(Zhangzhou Fusheng	The west of Longwen Road, the south
			Real Estate	and north of Zhanghua Road, Longwen
			Development Co., Ltd.)	District, Zhangzhou,
				Fujian Province
21.	錢隆公館	Stage II	漳州瑋隆房地產開發	漳州市龍文區北環城路	residential
	(Qianlong Mansion)	Stage III	有限公司	以南、北倉路以北	project
			(Zhangzhou Weilong	The south of Beihuancheng Road, the
			Real Estate	north of Beicang Road, Longwen
			Development Co., Ltd.)	District, Zhangzhou,
				Fujian Province

– – App-8

GENERAL INFORMATION

APPENDIX

		Project
	Name of the	status	Name of associate
No.	property projects	(Note)	of Mr. Pan	Geographical location	Project nature
22.	錢隆首府	Stage III	福建錢隆置業有限公司	漳州市薌城區元光北路	residential
	(Qianlong Shoufu)		(Fujian Qianlong	西側，漳華路北側	project
			Property Co., Ltd.)	The west of Yuanguang Road, north of
				Zhanghua Road, Xiangcheng District,
				Zhangzhou, Fujian Province
23.	錢隆首府北區	Stage II	福建福晟錢隆房地產	漳浦縣綏安鎮鹿溪北岸	residential
	(Qianlong Shoufu North		開發有限公司	(文昌路)	project
	District)		(Fujian Fusheng	The north shore of Jiangbin, Wenchang
			Qianlong Real Estate	Road, Luxi Village, Suian Town,
			Development Co., Ltd.)	Zhangpu County, Zhangzhou,
				Fujian Province
24.	錢隆首府南區	Stage II	漳州錢隆房地產開發	漳浦縣綏安鎮鹿溪北岸	residential
	(Qianlong Shoufu South	Stage III	有限公司	(金浦大道)	project
	District)		(Zhangzhou Qianlong	The north shore of Jiangbin, Jinpu
			Real Estate	Avenue, Luxi Village, Suian Town,
			Development Co., Ltd.)	Zhangpu County, Zhangzhou,
				Fujian Province
25.	錢隆濱海城	Stage III	漳州福晟錢隆房地產	漳浦縣杜潯鎮後姚村地段	residential
	(Qianlong Binhai City)		開發有限公司	Houyao Village, Duxun Town, Zhangpu	project
			(Zhangzhou Fusheng	County, Zhangzhou,
			Qianlong Real Estate	Fujian Province
			Development Co., Ltd.)
26.	錢隆學府	Stage II	天津錢隆房地產開發	天津市津南區北閘口鎮	residential
	(Qianlong Xuefu)	Stage III	有限公司	津岐公路東側	project
			(Tianjin Qianlong Real	The east of Jinqi Road, Beizhakou
			Estate Development	Town,
			Co., Ltd.)	Jinnan District, Tianjin

– – App-9

GENERAL INFORMATION

APPENDIX

		Project
	Name of the	status	Name of associate
No.	property projects	(Note)	of Mr. Pan	Geographical location	Project nature
27.	錢隆城	Stage II	淮安福晟房地產開發	淮安生態新城萬康路68號	residential
	(Qianlong City)	Stage III	有限公司	No. 68 Wankang Road, Ecological New	project
			(Huaian Fusheng Real	Town, Huaian, Jiangsu Province
			Estate Development
			Co., Ltd.)
28.	福晟謙祥錢隆城	Stage II	河南晟和祥實業	鄭州市翠竹街以南，	residential
	(Fullsun Qianxiang		有限公司	郁香路以西	project
	Qianlong City)		(Henan Shenghexiang	The west of Yuxiang Road, the south
			Co., Ltd.)	of Cuizhu Street, Zhengzhou, Henan
				Province
29.	福晟拓福廣場	Stage II	福建拓福房地產	福州市倉山區連江南路5號	commercial
	(Fusheng Tuo Fu Plaza)		有限公司	No. 5, Lianjiang South Road,	project
			(Fujian Tuo Fu Real	Cangshan District, Fuzhou,
			Estate Co., Ltd.)	Fujian Province
30.	美湖馨苑	Stage I	天津高建團泊星城	天津市靜海縣團泊新城	residential
	(Mei Hu Xin Yuan)	Stage II	投資有限公司	東區、仁愛東道西側	project
			(Tianjin Gao Jian Tuan	The east area of Tuan Bo Hu Xin
			Bo Xing Cheng	Cheng and west of Ren Ai Dong Dao,
			Investment Co., Ltd.)	Jinghai County, Tianjin
			(‘‘Tianjin Gao Jian’’)
31.	美湖瀾苑	Stage I	Tianjin Gao Jian	天津市靜海縣團泊新城	residential
	(Mei Hu Lan Yuan)	Stage II		東區、仁愛東道西側	project
				The east area of Tuan Bo Hu Xin
				Cheng and west of Ren Ai Dong Dao,
				Jinghai County, Tianjin
32.	美湖雅苑	Stage I	天津高建團泊湖投資	天津市靜海縣團泊新城	residential
	(Mei Hu Ya Yuan)	Stage II	有限公司	東區、東次幹道二東側	project
		Stage III	(Tianjin Gao Jian Tuan	The east area of Tuan Bo Xin Cheng
			Bo Hu Investment	and east of Dong Ci Gan Dao Er,
			Co., Ltd.)	Jinghai County, Tianjin

– – App-10

GENERAL INFORMATION

APPENDIX

		Project
	Name of the	status	Name of associate
No.	property projects	(Note)	of Mr. Pan	Geographical location	Project nature
33.	惠州原合項目	Stage II	惠州市原合房地產	惠州市陳江街道辦事處	residential and
	(Huizhou Yuan He		有限公司	Chenjiang Street neighborhood office,	commercial
	Project)		(Huizhou Yuan He Real	Huizhou, Guangdong Province	project
			Estate Development
			Co., Ltd.)
34.	錢隆御品	Stage II	福建福晟隆祥房地產	福州市閩侯縣南通鎮陳厝村	residential and
	(Qianlong Yupin)		開發有限公司	Chencuo Village, Nantong Town,	commercial
			(Fujian Fusheng	Minhou County, Fuzhou City, Fujian	project
			Longxiang Real Estate	Province
			Development Company
			Limited)
35.	寧德東蘭項目	Stage II	寧德福晟房地產開發	福建省寧德市東蘭組團閩東東路南側	residential
	(Ningde Donglan		有限公司	The south of Mindong East Road,	project
	Project)		(Ningde Fusheng Real	Donglan Zu Tuan, Ningde City, Fujian
			Estate Development	Province
			Company Limited)

Note:

Reserved for future development (Stage I), refers to the status of the project where the relevant company has successfully bid for land parcels through public tenders, auctions and listing-for-sale held by the local government and signed the relevant land use rights grant contracts with the relevant PRC land authority, or Mr. Pan or his associate has acquired the relevant company holding land use rights in relation to the land of the project, but has not obtained the requisite construction work commencement permits. In each case, the construction has not yet commenced;

Under development (Stage II), refers to the status of the project where the construction work commencement permit is received from the relevant local governmental authorities with respect to the property development but prior to the issuance of the completion and acceptance certificate; and

Completed (Stage III), refers to the status of the project where the completion and acceptance certificate is received from the relevant local governmental authorities with respect to the property development.

As at the Latest Practicable Date, save as disclosed above, none of the Directors and their respective associates was interested directly or indirectly in a business, apart from his interest in the Company, which competes or is likely to compete with the business of the Group.

7. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 March 2018, being the date to which the latest published audited consolidated financial statements of the Group were made up.

– – App-11

GENERAL INFORMATION

APPENDIX

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours (other than Saturdays, Sundays and public holidays in Hong Kong) at the principal place of business of the Company at Unit 2408, 24/F., World-wide House, 19 Des Voeux Road Central, Hong Kong from the date of this circular up to and including the date of the Special General Meeting:

(a) the letter of recommendation from the Independent Board Committee, the text of which is set out on pages 14 to 15 of this circular;
(b) the letter of advice from Amasse Capital, the text of which is set out on pages 16 to 27 of this circular;
(c) the written consent from Amasse Capital referred to in the paragraph headed ‘‘Expert’s Consent and Qualification’’ in this appendix; and
(d) the Master Construction Agreement.

9. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text in case of any inconsistency.

– – App-12

NOTICE OF THE SPECIAL GENERAL MEETING

==> picture [55 x 55] intentionally omitted <==

FULLSUN INTERNATIONAL HOLDINGS GROUP CO., LIMITED 福晟國際控股集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 00627)

NOTICE IS HEREBY GIVEN that a special general meeting of Fullsun International Holdings Group Co., Limited (the ‘‘Company’’) will be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Wednesday, 5 December 2018 at 11:00 a.m., for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT

(a) the entering into of the framework agreement dated 22 October 2018 (the ‘‘Master Construction Agreement’’) (copy of which is marked ‘‘A’’ and produced to the meeting and initialled by the Chairman for identification purpose) between Fuzhou Fullsun Group Co., Ltd. (福州福晟集團有限公司) and Fujian Liujian Group Co., Ltd. (福建六建集團有限公司) (‘‘Fujian Liujian Group’’) in respect of the continuing connected transactions to be entered into between the Company and its subsidiaries on the one part and Fujian Liujian Group on the other part for the four months ending 31 December 2018 and the two years ending 31 December 2020 as set out in the paragraph headed ‘‘Letter from the Board — the Master Construction Agreement’’ contained in the circular of the Company dated 19 November 2018 (the ‘‘Circular’’) be and is hereby approved, confirmed and ratified and the entering into of the continuing connected transactions pursuant to the Master Construction Agreement be and are hereby approved; and that any director of the Company be and is hereby authorised to take such actions and to enter into such documents as are necessary to give effect to the abovementioned continuing connected transactions contemplated under the Master Construction Agreement; and

– SGM-1 –

NOTICE OF THE SPECIAL GENERAL MEETING

(b) the proposed maximum annual monetary value of the continuing connected transactions contemplated under the Master Construction Agreement pursuant to paragraph (a) of this resolution for each of the four months ending 31 December 2018 and the two years ending 31 December 2020 as set out in the paragraph headed ‘‘Letter from the Board — The Proposed Caps’’ contained in the Circular be and are hereby approved.’’

By order of the board of directors Fullsun International Holdings Group Co., Limited Pan Weiming Chairman

Hong Kong, 19 November 2018

Principal Place of Business in Hong Kong:

Unit 2408, 24/F. World-wide House 19 Des Voeux Road Central Hong Kong

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Notes:

A shareholder entitled to attend and vote at the meeting may appoint one or more than one proxies to attend and to vote on a poll in his/her/its stead. On a poll, votes may be given either personally (or in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy. A proxy need not be a shareholder of the Company.
Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 11:00 a.m. (Hong Kong time) on Monday, 3 December 2018 or not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if shareholders so wish.
The ordinary resolution set out in this notice will be put to shareholders to vote by way of a poll.

– SGM-2 –

NOTICE OF THE SPECIAL GENERAL MEETING

As at the date of this notice, the board of directors of the Company comprises eight executive directors, namely Mr. Pan Weiming, Mr. Tong Wentao, Mr. Pan Jungang, Ms. Chen Weihong, Mr. Li Jinrong, Mr. Tang Kwok Hung, Ms. Wu Jihong and Mr. Wu Yang and four independent non-executive directors, namely, Dr. Cheung Wai Bun, Charles J.P., Dr. Tse Hiu Tung Sheldon, Mr. Yang Xiaoping and Mr. Yuen Chee Lap, Carl.
for identification purposes only

– SGM-3 –

AI assistant

MS Group Holdings Limited — Proxy Solicitation & Information Statement 2018

49932_rns_2018-11-18_ca3d437c-df24-4e98-ac6c-5f3106bc9724.pdf

CONTINUING CONNECTED TRANSACTIONS AND NOTICE OF SPECIAL GENERAL MEETING

DEFINITIONS

DEFINITIONS

FULLSUN INTERNATIONAL HOLDINGS GROUP CO., LIMITED 福 晟 國 際 控 股 集 團 有 限 公 司

(Stock Code: 00627)

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

THE MASTER CONSTRUCTION AGREEMENT

THE PROPOSED CAPS

Seven Projects which are undertaken by the Group

(b) One Project in Ningde City, Hunan Province, the PRC

Three Projects which may be undertaken by the Group

Internal control measures

LETTER FROM THE BOARD

MATERIAL INTEREST OF DIRECTORS IN THE MASTER CONSTRUCTION AGREEMENT

REASONS FOR AND BENEFIT OF THE ENTERING INTO OF THE MASTER CONSTRUCTION AGREEMENT

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

SPECIAL GENERAL MEETING

LETTER FROM THE BOARD

INDEPENDENT BOARD COMMITTEE

INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

ADDITIONAL INFORMATION

To the Independent Shareholders

CONTINUING CONNECTED TRANSACTIONS

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

LISTING RULES IMPLICATIONS

OUR INDEPENDENCE

BASIS OF OUR OPINION

PRINCIPAL FACTORS TAKEN INTO CONSIDERATION

1. Background information

(b) Information of Fujian Liujian Group

2. Reasons for and benefits of entering into the Master Construction Agreement

3. Principal terms of the Master Construction Agreement

4. Proposed Caps

5. Pricing policy and internal control measures

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Interests of Directors and chief executive of the Company

The Company

Associated corporations

(b) Interests of substantial shareholders of the Company

3. SERVICE CONTRACTS

4. OTHER INTERESTS OF THE DIRECTORS

5. EXPERT’S CONSENT AND QUALIFICATION

Name Qualification

6. COMPETING INTERESTS

GENERAL INFORMATION

7. MATERIAL ADVERSE CHANGE

8. DOCUMENTS AVAILABLE FOR INSPECTION

9. MISCELLANEOUS

FULLSUN INTERNATIONAL HOLDINGS GROUP CO., LIMITED 福 晟 國 際 控 股 集 團 有 限 公 司

(Stock Code: 00627)

ORDINARY RESOLUTION

‘‘THAT

NOTICE OF THE SPECIAL GENERAL MEETING

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