Fufeng Group Limited — AGM Information 2011

Mar 31, 2011

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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

If you have sold or transferred all your shares in Fufeng Group Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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Fufeng Group Limited 阜豐集團有限公司 (incorporated in the Cayman Islands with limited liability)

(Stock Code: 546)

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Harbour View Ballroom I, Level 4, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Monday, 9 May 2011 at 9:30 a.m. is set out on pages 11 to 15 of this circular. A form of proxy for use at the annual general meeting of the Company is enclosed with this circular.

Whether or not you are able to attend the annual general meeting of the Company, you are requested to complete the form of proxy enclosed with this circular in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for the annual general meeting of the Company. Completion and return of a form of proxy will not preclude you from attending and voting at the annual general meeting of the Company or at any adjourned meeting in person.

31 March 2011

CONTENTS

			Pages
Definitions	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			3
Appendix I	–	Explanatory statement for the Repurchase Mandate . . . . . . . . .	6
Appendix II	–	Particulars concerning re-election of Directors . . . . . . . . . . . . .	9
Notice of AGM		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

DEFINITIONS

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

• “AGM” the annual general meeting of the Company to be held at Harbour View Ballroom I, Level 4, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Monday, 9 May 2011 at 9:30 a.m. or any adjournment thereof (as the case may be)

• “AGM Notice” the notice dated 31 March 2011 for convening the AGM as set out on pages 11 to 15 of this circular

• “Articles of Association” the articles of association of the Company, as amended, modified or otherwise supplemented from time to time

• “Baoji Fufeng” 寶雞阜豐生物科技有限公司 (Baoji Fufeng Biotechnologies Co., Ltd.), an indirect wholly-owned subsidiary of the Company

• “Board” the board of Directors

• “Company” Fufeng Group Limited, a company incorporated in the Cayman Islands with its issued Shares listed on the Stock Exchange

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

• “Hero Elite”

• Hero Elite Limited, a company with limited liability, the issued share capital of which is owned as the 14.3% by 王龍祥 (Wang Longxiang), 14.3% by 來鳳堂 (Lai Fengtang), 14.3% by 劉振余 (Liu Zhenyu), 14.3% by 趙蘭坤 (Zhao Lankun), 10.7% by 王俊任 (Wang Junren), 10.7% by 嚴紅偉 (Yan Hongwei), 10.7% by 李 曼山 (Li Manshan) and 10.7% by 沈德權 (Shen Dequan)

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “IM Fufeng” 內蒙古阜豐生物科技有限公司 (Neimenggu Fufeng Biotechnologies Co., Ltd.), an indirect wholly-owned subsidiary of the Company

– 1 –

DEFINITIONS

• “Latest Practicable Date”

• 28 March 2011, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Rules”

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

• “Options”

• the share options granted to certain Directors and employees of the Company pursuant to the share option schemes adopted by the Company on 10 January 2007

• “PRC” the People’s Republic of China, which for the purpose of this circular shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “Pre-IPO Share Option Scheme” the share option scheme adopted by the Company on 10 January 2007 for granting the share options to certain Directors and employees of the Company before IPO

• “Post-IPO Share Option Scheme”

• the share option scheme adopted by the Company on 10 January 2007 for granting the share options to certain Directors and employees of the Company after IPO

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Shandong Fufeng”

• 山東阜豐發酵有限公司 (Shandong Fufeng Fermentation Co. Ltd.), an indirect wholly-owned subsidiary of the Company

• “Share(s)” share(s) in the share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s)

• “Stock Exchange” the Stock Exchange of Hong Kong Limited

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “%”

• per cent

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LETTER FROM THE BOARD

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Fufeng Group Limited 阜豐集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 546)

Executive Directors: Li Xuechun (chairman) Wang Longxiang Feng Zhenquan Xu Guohua Li Deheng Chen Yuan Gong Qingli Li Guangyu

Independent non-executive Directors: Choi Tze Kit, Sammy Chen Ning Liang Wenjun

Registered office: Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in the PRC: No. 10, Ke Chuang 2nd Street East Zone of Beijing EconomicTechnological Development Area Beijing 100023 PRC

Principal place of business in Hong Kong: Suite 1101, 11th Floor Chinachem Century Tower 178 Gloucester Road Wanchai, Hong Kong

31 March 2011

• To the Shareholders, and for information only, holders of Options

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM involving (1) the general mandates to allot, issue and deal with additional Shares and to repurchase Shares; and (2) the re-election of Directors.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

Resolutions will be proposed at the AGM to approve the grant of general mandates to the Directors to allot, issue, and deal with and repurchase Shares respectively, as well as to extend the former mandate to allot shares by adding to it such nominal amount of Shares repurchased by the Company by exercise of the repurchase mandate. The relevant resolutions, in summary, are:

• an ordinary resolution to give the Directors a general unconditional mandate to allot, issue, and deal with the Shares (including, among others, offers, agreements, options, warrants or similar rights in respect thereof) not exceeding 343,737,200 Shares or 20% of the aggregate nominal value of the Company’s issued share capital as at the date of passing the relevant resolution for the period from the close of the AGM until the conclusion of the next annual general meeting of the Company (or such earlier date as stated in the resolution) (the “Issue Mandate”);

• an ordinary resolution to give the Directors a general mandate to exercise all the powers of the Company to repurchase such number of Shares not exceeding 10% of the aggregate nominal value of the Company’s issued share capital as at the date of passing the relevant resolution for the period from the close of the AGM until the conclusion of the next annual general meeting of the Company (or such earlier date as stated in the resolution) (the “Repurchase Mandate”); and

• conditional on the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution to authorise the Directors to exercise the powers to allot, issue, and deal with additional Shares under the Issue Mandate by adding to the Issue Mandate the aggregate nominal value of those Shares repurchased by the Company pursuant to the Repurchase Mandate.

The explanatory statement providing the requisite information regarding the Repurchase Mandate as required to be sent to the Shareholders under the Listing Rules is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

Pursuant to Articles 87(1) of the Articles of Association, the executive Director, Mr. Wang Longxiang; and the independent non-executive Directors, Mr. Chen Ning and Mr. Liang Wenjun, shall retire by rotation at the AGM. All retiring Directors, being eligible, will offer themselves for re-election at the AGM.

The Board has approved the appointment of Mr. Chen Yuan as an executive Director, which took effect on 9 November 2010. According to Article 86(3) and 87(2) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy or as an additional Director shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.

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LETTER FROM THE BOARD

By virtue of Article 86(3) of the Articles of Association, the office of Mr. Chen Yuan will end at the AGM. Mr. Chen Yuan will, being eligible, offer himself for re-election.

Particulars of Directors proposed to be re-elected at the AGM as required to be disclosed pursuant to the Listing Rules are set out in Appendix II to this circular.

AGM

The AGM Notice is set out on pages 11 to 15 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange (www.hkex.com.hk). Whether or not you are able to attend the AGM, you are requested to complete the form of proxy enclosed with this circular in accordance with instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for the AGM. The completion and return of a form of proxy will not preclude you from attending and voting at the AGM or at any adjourned meeting in person.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM pursuant to Article 66 of the Articles of Association.

RECOMMENDATIONS

The Directors consider that the proposed resolutions regarding the granting of the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate and the re-election of Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the proposed resolutions.

GENERAL INFORMATION

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

Yours faithfully, For and on behalf of the Board of Fufeng Group Limited Li Xuechun Chairman

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This appendix serves as an explanatory statement required by the Listing Rules to be given to all Shareholders to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the AGM authorising the Repurchase Mandate.

1. EXERCISE OF THE REPURCHASE MANDATE

Exercise in full of the Repurchase Mandate, on the basis of 1,718,686,000 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased by the Company before the AGM, could result in up to 171,868,600 Shares being repurchased by the Company during the period from the date of passing of the resolution relating to the Repurchase Mandate up to the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by an ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

Repurchases of the Shares will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. DIRECTORS AND CONNECTED PERSONS

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, none of the Directors and their respective associates has a present intention, in the event that the Repurchase Mandate is approved and exercised, to sell any Shares to the Company. No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate has been approved and exercised.

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

6. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

7. THE HONG KONG CODE ON TAKEOVERS AND MERGERS

If as a result of the repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”). As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code.

The Directors are not aware of any Shareholder or a group of Shareholders acting in concert who will become obliged to make a mandatory offer under the Takeovers Code as a result of a repurchase pursuant to the Repurchase Mandate, except that Motivator Enterprises Limited (“Motivator Enterprises”) (in which Mr. Li Xuechun, an executive Director and the chairman of the Company, is beneficially interested in the entire issued share capital) may be required to make a mandatory offer if as a result of the exercise of the Repurchase Mandate, the interests of Motivator Enterprises in the Company over a 12-month period is increased by more than 2%. As at the Latest Practicable Date, Motivator Enterprises held 789,946,000 Shares, representing approximately 45.96% of the issued capital of the Company. If the Repurchase Mandate is exercised in full, the interests of Motivator Enterprises in the Company will be increased by approximately 5.11% to approximately 51.07%.

8. SHARES REPURCHASES MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) in the six months prior to the date of this circular.

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

9. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the twelve months prior to the date of this circular were as follows:

	Per Share
	Highest	Lowest
	(HK$)	(HK$)
2010
April	6.880	5.250
May	6.480	5.350
June	5.790	5.050
July	5.560	4.840
August	5.910	4.800
September	5.750	5.030
October	7.390	5.540
November	8.590	6.990
December	7.940	6.710
2011
January	7.550	6.180
February	6.590	5.220
March (up to the Latest Practicable Date)	5.920	4.980

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APPENDIX II

PARTICULARS CONCERNING RE-ELECTION OF DIRECTORS

In relation to the re-election of retiring Directors as referred to in resolution no. 3 of the AGM Notice, Mr. Wang Longxiang, Mr. Chen Ning and Mr. Liang Wenjun, will retire by rotation in accordance with Article 87 of the Articles of Association. The retiring Directors, being eligible, offer themselves for re-election at the AGM.

By virtue of Article 86(3) of the Articles of Association, the office of Mr. Chen Yuan will end at the AGM. Mr. Chen Yuan will, being eligible, offer himself for re-election.

The following are the particulars of the above mentioned retiring Directors as required to be disclosed under the Listing Rules:

王龍祥 (Wang Longxiang), aged 49, is an executive Director and the general manager of the Group. Mr. Wang is responsible for the overall management of the Group’s daily operations. Mr. Wang obtained a bachelor’s degree in industrial fermentation from 山東輕 工業學院 (Shandong Institute of Light Industry) in 1982. He is qualified as a senior engineer. Mr. Wang also obtained a master’s degree in business administration from 中國 科技大學 (University of Science and Technology of China) in 1992. Mr. Wang joined the Group in 2005 and has over 19 years of experience in the fermentation industry. Mr. Wang does not hold any directorship in other listed public companies in the last three years. Mr. Wang is entitled to a monthly salary of RMB100,000 with a discretionary bonus with maximum amount of RMB300,000 per annum which are determined according to his responsibilities and contribution to the Group. Save for being an executive Director, Mr. Wang does not have any relationship with any Directors, senior management of the Company or substantial or controlling Shareholders. Mr. Wang is interested in 14.3% of the issued share capital of Hero Elite, which in turn is interested in 57,600,000 Shares, representing 3.35% of the issued share capital of the Company. Mr. Wang was granted an option to subscribe for 16,000,000 Shares pursuant to the Pre-IPO Share Option Scheme. At the end of 2010, the remaining balance of Share Option, which was held by Mr. Wang, is 5,910,000 shares, representing 0.34% of the issued share capital of the Company.

陳寧 (Chen Ning), aged 48, was appointed as an independent non-executive Director in January 2007. Mr. Chen is a professor at the 天津科技大學生物工程學院 (School of Bioengineering, Tianjin University of Science and Technology), and a committee member of the 天津微生物學會 (Tianjin Society for Microbiology). Mr. Chen had spent ten years in the study and research in microbial metabolism in the control of fermentation processes and in the amino acids technology. Mr. Chen was co-author to six academic textbooks and has written over 90 academic papers. Mr. Chen did not hold any directorship in other listed public companies in the last three years. Mr. Chen is entitled to a director’s fee of RMB50,000 per annum. Mr. Chen is not interested in any Shares pursuant to Part XV of the SFO. Save for being an independent non-executive Director, Mr. Chen does not have any relationship with any Directors, senior management of the Company or substantial or controlling Shareholders.

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APPENDIX II

PARTICULARS CONCERNING RE-ELECTION OF DIRECTORS

梁文俊 (Liang Wenjun), aged 47, was appointed as an independent non-executive Director in January 2007. Mr. Liang is a professor of financial management at the 石油化工 管理幹部學院 (Sinopec Management Institute) since 2010. Mr. Liang has over 21 years of experience in financial accounting, auditing and consulting. Mr. Liang received his bachelor ‘s degree in 1989 from 北京化工大學 (Beijing University of Chemical Technology) majoring in industrial engineering management. Mr. Liang did not hold any directorship in other listed public companies in the last three years. Mr. Liang is entitled to a director’s fee of RMB50,000 per annum. Mr. Liang is not interested in any Shares pursuant to Part XV of the SFO. Save for being an independent non-executive Director, Mr. Liang does not have any relationship with any Directors, senior management of the Company or substantial or controlling Shareholders.

陳遠 (Chen Yuan), aged 41, obtained a bachelor degree of accountancy from Xiamen University in 1991 and then received his Master in business administration degree from Birmingham Business school of University of Birmingham in 2001. Mr. Chen was a department head, general manager and director of a number of securities and capital companies in Hong Kong and had extensive experience in international financial market and corporate finance. Mr. Chen joined the Group in September 2010 and was appointed as a vice general manager of Fufeng Group Limited who is responsible for the Group in the sectors of capital markets, corporate development and investor relations matters, and assist the Group to develop strategic planning and long-term development plan. Previously, Mr. Chen has worked as managing director and head of institutional sales for China Everbright Securities (HK) Limited. Mr. Chen did not hold any directorship in other listed public companies in the last three years. Mr. Chen is entitled to a monthly salary of HKD123,333 which are determined according to his responsibilities and contribution to the Group. Save for being an executive Director, Mr. Chen does not have any relationship with any Directors, senior management of the Company or substantial or controlling Shareholders. Mr. Chen is granted an option to subscribe for 5,000,000 Shares pursuant to the Post-IPO Share Option Scheme, representing 0.29% of the issued share capital of the Company. Save as disclosed above, Mr. Chen did not have any direct or indirect interest in the Company.

All the retiring executive Director, Mr. Wang Longxiang, has entered into a service contract with the Company for an initial term of three years commencing from 8 February 2007 and the new executive Director, Mr. Chen Yuan has entered into a service contract with the Company for an initial term of three years commencing from 9 November 2010. All service contracts of the above mentioned executive Directors are renewable automatically for successive terms of one year each commencing from the day following the expiry of the then current term, unless and until (i) terminated by either party thereto giving not less than three months’ prior written notice with the last day of the notice falling on the last day of the initial term or any time thereafter; or (ii) the Director not being re-elected as a Director or being removed by the Shareholders at general meeting of the Company in accordance with the Articles of Association.

All the retiring independent non-executive Directors have renewed into a service contract with the Company for two years commencing from 8 February 2011 and are subject to the requirement on rotation, removal, vacation or termination of office according to the Articles of Association, the relevant laws and the Listing Rules.

Save as disclosed above, there is no information in relation to Rules 13.51(2)(h) to (v) of the Listing Rules nor other matters regarding the retiring Directors that have to be brought to the attention of the holders of securities of the Company.

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NOTICE OF AGM

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Fufeng Group Limited 阜豐集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 546)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Fufeng Group Limited (the “Company”) will be held at Harbour View Ballroom I, Level 4, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Monday, 9 May 2011 at 9:30 a.m. for the following purposes:

1. to receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “Directors”) and of the auditor of the Company for the year ended 31 December 2010;

2. to consider and approve a final dividend of HK15 cents per share of the Company for the year ended 31 December 2010;

3. to re-elect Directors and to authorise the board of Directors (the “Board”) to fix their remuneration;

4. to re-appoint the retiring auditor, PricewaterhouseCoopers as auditor of the Company, and to authorise the Board to fix its remuneration;

5. as special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

6. (A) “ THAT :

   • (a) subject to paragraph (c) of this resolution, the Board be and is hereby granted an unconditional general mandate to exercise during the Relevant Period (as defined in paragraph (d) of this resolution) all powers of the Company to allot, issue and deal with additional shares of the Company (the “Shares”) or securities convertible or exchangeable into Shares, and to make or grant offers, agreements, options, warrants or similar rights in respect thereof;

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NOTICE OF AGM

• (b) the mandate referred to in paragraph (a) above shall authorise the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted or issued or dealt with (whether pursuant to options or otherwise) by the Board pursuant to the mandate referred to in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as hereinafter defined);

• (ii) the exercise of the subscription rights under options granted under any option scheme or similar arrangement for the time being adopted by the Company for the grant or issue to eligible persons of Shares or rights to subscribe for Shares;

• (iii) any scrip dividend or similar arrangement providing for the allotment and issue of Shares or other securities of the Company in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; or

• (iv) any issue of Shares pursuant to the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes and other securities of the Company which carry rights to subscribe for or are convertible into Shares

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution and the said approval in paragraph (a) shall be limited accordingly;

• (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution up to:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or

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NOTICE OF AGM

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting,

whichever is the earliest;

“ Rights Issue ” means an offer of Shares, or an offer of warrants, options or other securities of the Company giving rights to subscribe for Shares, open for a period fixed by the Board to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

(B) “ THAT :

• (a) subject to paragraph (b) of this resolution, the exercise by the Board of all powers of the Company during the Relevant Period (as defined in paragraph (c) of this resolution) to repurchase Shares be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be repurchased by the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on Share Repurchases pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution:

• “ Relevant Period ” means the period from the passing of this resolution up to:

• (i) the conclusion of the next annual general meeting of the Company;

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NOTICE OF AGM

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting,

whichever is the earliest”.

• (C) “ THAT :

conditional upon the passing of resolutions Nos. 5(A) and 5(B) set out in this notice, of which this resolution forms part, the aggregate nominal amount of share capital of the Company that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Board pursuant to and in accordance with the mandate granted under resolution No. 5(A) be and is hereby increased and extended by the addition thereto of the aggregate nominal amount of Shares repurchased by the Company pursuant to and in accordance with the mandate granted under resolution No. 5(B), provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution”.

By Order of the Board Fufeng Group Limited Li Xuechun Chairman

Hong Kong, 31 March 2011

Registered office:

Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong:

Suite 1101, 11th Floor Chinachem Century Tower 178 Gloucester Road Wanchai, Hong Kong

– 14 –

NOTICE OF AGM

Notes:

1. The register of members of the Company will be closed from Tuesday, 3 May 2011 to Monday, 9 May 2011 (both dates inclusive), during which no transfer of shares will be registered. In order to qualify for the proposed final dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s branch registrar in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong no later than 4:00 p.m. on Friday, 29 April 2011.

2. Any member of the Company entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one or, if he holds two or more Shares, more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.

3. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person.

4. If two or more persons are joint holders of a Share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand in the principal or branch register of members of the Company in respect of the joint holding.

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