Fufeng Group Limited — AGM Information 2017

Apr 5, 2017

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 ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 12 May 2017 at 9:30 a.m. is set out on pages 23 to 28 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 Level 22, Hopewell Centre, 183 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.

6 April 2017

CONTENTS

	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandates to issue and repurchase shares . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Adoption of a New Share Option Scheme . . . . . . . . . . . . . . . . . . . .	6
AGM and proxy arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I – Explanatory statement for the Repurchase Mandate . . . .	9
Appendix II – Particulars concerning re-election of Directors . . . . . . . .	12
Appendix III – Summary of the Principal Terms of the New Share
Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

DEFINITIONS

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

• “Adoption Date”

• the date of approval and adoption of the New Share Option Scheme by the Shareholders

• “AGM”

• the annual general meeting of the Company to be held at Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 12 May 2017 at 9:30 a.m. or any adjournment thereof (as the case may be)

• “AGM Notice”

• the notice dated 6 April 2017 for convening the AGM as set out on pages 23 to 28 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

• “Eligible Employees”

means any employee (whether full time or part time employee, including any executive Directors but not any non-executive Director) of the Company, its subsidiaries and any Invested Entity;

• “Eligible Participant”

any Eligible Employee; any non-executive Director (including independent non-executive Directors) of the Company; any of its Subsidiaries or any Invested Entity; any supplier of goods or services to any member of the Group or any Invested Entity; any customer of the Group or any Invested Entity; and any consultant, adviser, manager, officer or entity that provides research, development or other technological support to the Group or any Invested Entity

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DEFINITIONS

• “Fufeng Singapore”

• Fufeng (Singapore) Pte. Ltd, an indirect wholly-owned subsidiary of the Company

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Hulunbeir Fufeng”

• 呼倫貝爾東北阜豐生物科技有限公司 (Hulunbeir Northeast Fufeng Biotechnologies Co., Ltd.), an indirect wholly-owned subsidiary of the Company

• “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

• “Invested Entity” means any entity in which the Group holds an equity interest (irrespective of the percentage of such equity interest)

• “Latest Practicable Date”

• 31 March 2017, 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

• “New Share Option Scheme”

• the new share option scheme proposed to be adopted by the Company at the AGM

• “Old Share Option Scheme”

• the share option scheme of the Company adopted on 10 January 2007

• “Option”

• an option to subscribe for Shares pursuant to the New Share Option Scheme

• “Option Holder”

• the holder of any outstanding Option or (where the context so permits) any person who is entitled to such Option in consequence of death or disability of the original holder

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DEFINITIONS

• “Option Period” means in respect of any particular Option, such period as the Board may in its absolute discretion determine, save that such period shall not be more than ten (10) years from the date of grant of the Option and that the Board may at its discretion determine the minimum period for which the Option has to be held or other restrictions before the exercise of the subscription right attaching thereto

• “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

• “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) Li Deheng Xu Guohua Li Guangyu

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

Independent non-executive Directors: Sun Yu Guo Qi Qing Zhong Zheng Yu

Head office and principal place of business in the PRC: Western section of Huahai Road Junan Shandong PRC, 276600

Principal place of business in Hong Kong: Suite 1102, 11th Floor Chinachem Century Tower 178 Gloucester Road Wanchai, Hong Kong

6 April 2017

• 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 ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the forthcoming AGM, resolutions will be proposed to seek the Shareholders’ approval for, among other things, (i) the granting of the General Mandates to Issue and Repurchase Shares; (ii) the re-election of Directors; and (iii) the adoption of a New Share Option Scheme.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM for the granting of the General Mandates to Issue and Repurchase Shares, the re-election of Directors, the adoption of a New Share Option Scheme and the notice of the AGM.

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 432,528,619 Shares or approximately 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 Article 87(1) of the Articles of Association, the executive Director, Mr. Li Deheng; and the independent non-executive Director, Mr. Qi Qing Zhong shall retire by rotation at the AGM. All retiring Directors, being eligible, will offer themselves for re-election at the AGM.

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.

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LETTER FROM THE BOARD

PROPOSED ADOPTION OF A NEW SHARE OPTION SCHEME

The previous share option scheme of the Company, the Old Share Option Scheme, was adopted on 10 January 2007, effective on 8 February 2007 and expired on 7 February 2017, was adopted for the purpose of encouraging the Eligible Participants to perform their best in achieving the goals of the Company and at the same time allowing the Eligible Participants to enjoy the results of the Company attained through their effort and contribution. As at the Latest Practicable Date, the Company has granted options relating to 104,281,421 Shares to certain employees and Directors pursuant to the Old Share Option Scheme out of which options to subscribe for a total of 23,597,000 Shares have been exercised 600,000 options have been cancelled and 56,284,421 options have lapsed in accordance with the terms of the Old Share Option Scheme.

In light of the expiry of the Old Share Option Scheme and in order to enable the Board to continue providing incentives or rewards to Eligible Participants and to enable the Group to recruit and retain high-calibre employees and attract human resources valuable to the Group and any Invested Entity, the Board proposes to adopt the New Share Option Scheme. At the AGM, the Directors proposed to seek the approval of the Shareholders to adopt the New Share Option Scheme. A summary of the principal terms of which are set out in Appendix III to this circular. A copy of the New Share Option Scheme is available for inspection at the principal place of business of the Company in Hong Kong at Suite 1102, 11th Floor, Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong during normal business hours from the date hereof up to and including the date of the AGM.

The Board believes the New Share Option Scheme will provide incentives or rewards to the Eligible Participants for their contribution to, and continuing efforts to promote the interests of the Company and to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group and any Invested Entity.

As of the Latest Practicable Date, there were 2,162,643,098 Shares in issue. Assuming there is no change to the issued share capital of the Company in the period commencing from the Latest Practicable Date to the date of the AGM, the total number of Shares that may be issued under the New Share Option Scheme will be 216,264,309 Shares representing approximately 10% of the issued share capital of the Company as at the date of the AGM.

The subscription price for Shares under the New Share Option Scheme may be determined by the Board at its absolute discretion but in any case shall not be lower than the higher of: (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotation sheet on the date of offer, which must be a trading day; (ii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five (5) trading days immediately preceding such date of grant; and (iii) the nominal value of a Share on such date of grant. The Board may grant Options in respect of which the subscription price is fixed at different prices for different periods during the Option Period provided that the subscription price for each of such different period shall not be less than the subscription price determined above.

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LETTER FROM THE BOARD

The New Share Option Scheme does not specify a minimum period for which an Option must be held before an Option can be exercised.

None of the Directors is a trustee of the New Share Option Scheme nor has any direct or indirect interest in the trustees of the New Share Option Scheme, if any.

The Directors consider it inappropriate to disclose the value of Options which may be granted under the New Share Option Scheme as if they had been granted as at the Latest Practicable Date. Any such valuation will have to be made on the basis of certain option pricing model or other methodology, which depends on various assumptions including, the subscription price, the exercise period, interest rate, expected volatility and other variables. As no Options have been granted, certain variables are not available for calculating the value of Options. The Directors believe that any calculation of the value of Options as at the Latest Practicable Date based on a number of speculative assumptions would not be meaningful and would be misleading to investors.

Conditions of the Adoption of the New Share Option Scheme

The New Share Option Scheme is conditional upon:

• (i) the Stock Exchange granting the listing of, and permission to deal in, any Shares to be issued by the Company pursuant to the exercise of Options in accordance with the terms and conditions of the New Share Option Scheme; and

• (ii) the passing of the necessary resolution to approve and adopt the New Share Option Scheme in the AGM of the Company.

As at the Latest Practicable Date, no Shareholder had a material interest in the adoption of the New Share Option Scheme. As such, no Shareholder is required to abstain from voting on the resolution in relation thereto.

Application for Listing

Application will be made to the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares which may be issued upon the exercise of the Options which may be granted up to approximately 10% of the total number of Shares in issue as at the date of the AGM under the New Share Option Scheme.

AGM AND PROXY ARRANGEMENT

A notice convening the AGM to be held on 12 May 2017. is set out on pages 23 to 28 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, (i) the granting of the General Mandates to Issue and Repurchase Shares; (ii) the re-election of Directors; and (iii) the adoption of a New Share Option Scheme.

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

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LETTER FROM THE BOARD

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 Level 22, Hopewell Centre, 183 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.

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.

RECOMMENDATION

The Directors consider the proposed grant of the General Mandates to Issue and Repurchase Shares, the proposed re-election of Directors and adoption of the New Share Option Scheme are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL INFORMATION

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

The English text of this document shall prevail over the Chinese text for the purpose of interpretation.

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 2,162,643,098 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 216,264,309 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. While it is not possible to anticipate in advance any specific circumstances in which the Directors might think it appropriate to repurchase Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and its Shareholders as 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. Such funds legally available for repurchasing Shares include:

• (i) such funds made out of profits of the Company or out of a fresh issue of Shares made for the purpose of the repurchase or, subject to the Companies Law, out of capital; and

• (ii) in the case of any premium payable on the repurchase, such funds made out of the profits of the Company or from sums standing the credit of the share premium account of the Company or, subject to the Companies Law, out of capital.

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,

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

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.

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 CODES ON TAKEOVERS AND MERGERS AND SHARE BUY-BACKS

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 Codes on Takeovers and Mergers and Share Buy-backs (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 991,638,461 Shares, representing approximately 45.85% 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 5.10% to approximately 50.95%.

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$)	(HK$)
2016
April	2.740	2.370
May	2.520	2.100
June	2.400	2.030
July	2.910	2.080
August	3.530	2.680
September	3.870	3.220
October	3.880	3.260
November	3.740	3.200
December	3.900	3.420
2017
January	4.630	3.770
February	5.120	4.480
March (up to the Latest Practicable Date)	6.310	4.870

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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. Li Deheng and Mr. Qi Qing Zhong, 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.

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

李德衡 (Li Deheng), aged 48, is an executive Director and a deputy executive general manager of the Group who is responsible for the general operation of production and purchasing of the Group. Mr. Li is also a director of Shandong Fufeng, Baoji Fufeng, IM Fufeng and Hulunbeir Fufeng, all being subsidiaries of the Company. Mr. Li graduated from 山東聊城師範學院 (Shandong Liaocheng Teacher’s College) in 1992 and obtained a bachelor’s degree in chemistry education. Mr. Li joined the Group in January 2001 and was appointed as a director of Shandong Fufeng in November 2003 and has over 16 years of experience in business management. Mr. Li did not hold any directorship in other listed public companies in the last three years. Mr. Li is entitled to an annual salary of RMB1,120,000 and a discretionary bonus with maximum amount of RMB280,000 which are determined according to his responsibilities and contribution to the Group. Mr. Li Deheng is the brother-in-law of Mr. Li Xuechun. Mr. Li is interested in 100% of the issued share capital of Empire Spring Investments Limited, which in turn is interested in 33,320,160 Shares, representing approximately 1.54% of the issued share capital of the Company as at the Latest Practicable Date.

齊慶中 (Qi Qing Zhong), aged 60, was appointed as an independent non-executive Director on 1 November 2014. Mr. Qi has over 32 years experience in the management of the corporation in fermentation and food industry. Mr. Qi has extensive experience in various management practices including strategy development, promotion and brand management and industrial operation management. Mr. Qi graduated in Institute of Light Industry, Dalian (Faculty of Food Engineering, Professional of Fermentation) in 1982. Mr. Qi currently works as a chief secretary and a chief executive officer of China Food Additives & Ingredients Association. Mr. Qi is also in position of Deputy Director of the Committee on Food Additions in National Standard Review Committee of Food Safety. Mr. Qi does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company. He did not have any directorships in other listed public companies in the last three years nor has held any other position with the Company and any of its subsidiaries. Mr. Qi is entitled to a director’s fee of RMB100,000 per annum. Mr. Qi was granted an option to subscribe the 300,000 Shares pursuant to the Post-IPO Share Option Scheme, represented 0.01% of the issued share capital of the Company. Except for the above, Mr. Qi does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

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APPENDIX II

PARTICULARS CONCERNING RE-ELECTION OF DIRECTORS

The retiring executive Director, Mr. Li Deheng, have entered into a service contract with the Company for an initial term of three years commencing from 8 February 2007. 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.

The retiring independent non-executive Director has renewed into a service contract with the Company for two years commencing from 1 November 2016 and is 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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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

This Appendix summarises the principal terms of the New Share Option Scheme but does not form part of, nor is intended to be, part of the New Share Option Scheme nor should it be taken as affecting the interpretation of the rules of the New Share Option Scheme.

The following is a summary of the principal terms of the New Share Option Scheme which is proposed to be adopted by the Company as a share incentive scheme for the Company at the AGM.

(a) Purpose of the New Share Option Scheme

The purpose of the New Share Option Scheme is to provide incentives or rewards to Eligible Participants for their contribution to, and continuing efforts to promote the interests of the Company and to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group and any Invested Entity.

(b) Grant and acceptance of Options

Subject to the terms of the New Share Option Scheme, the Directors shall be entitled at any time and from time to time during the Option Period, at its absolute discretion, to offer to grant to any Eligible Participant as the Board may in its absolute discretion select, and subject to such conditions as the Board may think fit, an Option to subscribe for such number of Shares as the Board may determine at the subscription price calculated in accordance with paragraph (c) below during the Option Period. In determining the basis of eligibility of each Eligible Participant, the Board would take into account such factors as the Board may at its discretion consider appropriate on the basis of their contribution to, and continuing efforts to promote the interests of, to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group and any Invested Entity. For the purpose of the New Share Option Scheme, Options may be granted to any company wholly-owned by an Eligible Participant.

An offer of the grant of an Option shall be made to Eligible Participants by letter in such form as the Board may from time to time determine and shall remain open for acceptance by the Eligible Participants concerned for a period of twenty-one (21) business days from the date upon which it is made provided that no such offer shall be open for acceptance upon the expiry or termination of the New Share Option Scheme.

An Option shall be deemed to have been granted and to have taken effect when the duplicate letter comprising acceptance of the Option duly signed by the grantee together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof is received by the Company. Such consideration shall in no circumstances be refundable.

Any offer may be accepted in respect of smaller amount of Shares than being offered, provided that it is accepted in such number of Shares representing a board lot for the time being for the purpose of trading on the Stock Exchange or any integral multiple thereof.

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APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(c) Price of Shares

The subscription price for Shares under the New Share Option Scheme may be determined by the Board at its absolute discretion but in any case shall not be lower than the higher of: (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotation sheet on the date of offer, which must be a trading day; (ii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five (5) trading days immediately preceding such date of grant; and (iii) the nominal value of a Share on such date of grant.

(d) Maximum number of Shares

• (i) Subject to (iii) below, the maximum number of Shares in respect of which Options may be granted under the New Share Option Scheme shall not, when aggregated with any Shares subject to any other schemes, exceed such number of Shares as represent 10% of the issued Shares as at the date the New Share Option Scheme us approved and adopted in the AGM of the Company (the “ Scheme Mandate Limit ”). On the basis of a total of 2,162,643,098 Shares in issue as at the Latest Practicable Date, the Scheme Mandate Limit will be 216,264,309 Shares which represents approximately 10% of the issued Shares at the Latest Practicable Date. Subject to the issue of a circular containing information required under the Listing Rules, the Company may seek approval from the Shareholders in a general meeting to refresh the Scheme Mandate Limit. However, the total number of Shares which may be issued upon exercise of all Options to be granted under all of the schemes of the Company (or its subsidiary) under the limit as refreshed must not exceed 10% of the Shares in issue as at the date of approval of the Scheme Mandate Limit. Options previously granted under the New Share Option Scheme (including those outstanding, cancelled, lapsed in accordance with the New Share Option Scheme or any other share option schemes and exercised Options) will not be counted for the purpose of calculating the Scheme Mandate Limit.

• (ii) Subject to (iii) below, the Company may issue Options to Eligible Participants specifically identified over and above the Scheme Mandate Limit subject to shareholders’ approval in a general meeting and the issue of a circular.

• (iii) The total number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other scheme of the Company must not exceed 30% of the total issued Shares from time to time.

The total number of Shares issued and to be issued on the exercise of Options granted and to be granted (including exercised and outstanding Options) in any 12-month period up to and including the date of such further grant of each Eligible Participant shall not exceed 1% of the total issued Shares unless (i) a circular is despatched to the Shareholders; (ii) the Shareholders approve the grant of the Options in excess of the 1%

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

limit referred to in this paragraph; and (iii) the relevant Eligible Participant and its associates abstain from voting on such resolution.

The exercise of any Option shall be subject to Shareholders’ approval in general meeting of any necessary increase in the authorised share capital of the Company. Subject thereto, the Board shall make available sufficient authorised but unissued share capital of the Company to allot the Shares on the exercise of Options.

(e) Exercise of Options

An Option may be exercised in whole or in part by the grantee giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the subscription price for the Shares in respect of which the notice is given. Within ten (10) business days after the later of (i) the receipt of the notice and the remittance; or (ii) the receipt of the certificate of the Company’s auditors pursuant to a reorganisation of capital structure; or (iii) the date of the passing of the Shareholders’ resolution pursuant to any necessary increase in the authorised share capital of the Company, the Company shall allot and issue the relevant Shares to the grantee (or his legal personal representative(s)) credited as fully paid.

There is no performance target that has to be achieved before the exercise of any of any Option except imposed by the Board subject to the New Share Option Scheme and stated in the offer.

(f) Restrictions on the time of grant of Options

Grant of Options may not be made after inside information has come to the Company’s knowledge until such information has been announced pursuant to the requirements of the Listing Rules. In particular, no Option may be granted during the period of one (1) month immediately preceding the earlier of (i) the date of the Board meeting in accordance with the Listing Rules for the approval of the Company’s results for any year, half year, quarterly or any other interim period (whether or not required under the Listing Rules); and (ii) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules), and ending on the date of the announcement of the results.

(g) Rights are personal to grantees

An Option is personal to the grantee and shall not be transferable or assignable. An Option shall not be sold, transferred, charged, mortgaged, encumbered or created with any interest in favour of any third party.

(h) Rights on ceasing employment

If the grantee of an Option ceases to be an Eligible Participant for any reason other than on his death or the termination of his employment or engagement on one or more

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

grounds specified in paragraph (t)(vi), the grantee may exercise the Option in accordance with paragraph (f) up to his entitlement at the date of such cessation in whole or in part (to the extent which has become exercisable and not already exercised) within the period of one (1) month following the date of such cessation, which date shall be the last actual working day with the Company or the relevant Subsidiary or the relevant Invested Entity whether salary is paid in lieu of notice or not, or such longer period following the date of cessation as the Board may determine (provided that the retirement of director(s) of the Company or the relevant Subsidiary or the relevant Invested Entity at annual general meeting who is/are re-elected at the same meeting shall not be regarded as ceasing employment for the purpose of this paragraph).

(i) Rights on death

If the grantee of an Option, ceases to be an Eligible Participant by reason of his death and none of the events which would be a ground for termination of his employment under paragraph (t)(vi) occurs, his legal personal representative(s) may exercise within a period of 12 months following the date of his death exercise the Option up to the entitlement of such grantee as at the date of death (to the extent which it becomes exercisable and not already exercised).

(j) Cancellation of Options

Any cancellation of Options granted but not exercised shall require approval of the Board. Where any Option is cancelled and new Options are to be issued to the same grantee, the issue of such new Options may only be made under the New Share Option Scheme with available unissued Options (excluding the cancelled Options) within the Scheme Mandate Limit referred to in paragraph (d)(i) above.

(k) Effect of alterations to share capital

In the event of any alteration in the capital structure of the Company while any Option remains exercisable, whether by way of capitalisation of profits or reserves, right issue, consolidation, subdivision or reduction (other than an issue of Shares as consideration in respect of a transaction or placing or subscription of shares in cash), such corresponding alterations (if any) will be made in (i) the number of Shares subject to any Option so far as unexercised and/or (ii) the subscription price per Share and/or (iii) the maximum number of Shares for which further Options may be granted under the New Share Option Scheme; as the independent financial advisor or auditors for the time being of the Company shall certify in writing to the Board to be in their opinion fair and reasonable, provided that no such alterations shall be made so that a Share would be issued at less than its nominal value. Any such alteration must be made so that each grantee is given the same proportion of the equity capital of the Company as such grantee was previously entitled. No such adjustments will be required in circumstances where there is an issue of Shares or other securities of the Group as consideration in a transaction. Save in the case of a capitalisation issue, the independent financial advisor or auditors for the time being of the Company must confirm to the Directors in writing that such adjustment(s) satisfy the requirements of the relevant provision of the Listing Rules.

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APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(l) Rights on a general offer

In the event of a general or partial offer, whether by way of take-over offer, share re-purchase offer, or scheme of arrangement or otherwise in like manner is being made to all Shareholders (or all such holders other than the offeror and/or person controlled by the offeror and/or any person acting in concert (as defined in the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs) with the offeror) and such offer becomes or is declared unconditional prior to the expiry of the Option, the grantee (or his legal personal representative(s)) shall be entitled to exercise the Option in full (to the extent which has become exercisable and not already exercised) at any time within fourteen (14) days after the date on which offer becomes or is declared unconditional.

(m) Rights on winding up

In the event a notice is given by the Company to its members to convene a general meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date as or soon after it despatches such notice to each member of the Company give notice thereof to all grantees and any grantee (or his legal personal representative(s)) shall, subject to the provisions of all applicable laws, be entitled to exercise all or any of his Options (to the extent which has become exercisable and not already exercised) at any time not later than five (5) business days prior to be proposed general meeting of the Company by notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate subscription price in respect of the relevant Option and the Company shall as soon as possible and, in any event no later than the business day immediately prior to the date of the proposed general meeting referred to above, allot and issue such number of Shares to the grantee credited as fully paid.

(n) Rights on a compromise or arrangement

Other than a general or partial offer or a scheme of arrangement contemplated in paragraph (l) above, in the event of a compromise or arrangement between the Company and the Shareholders or creditors (or any class of them) in connection with a scheme for the reconstruction of the Company or amalgamation of the Company, the Company shall give notice thereof to all the grantees on the same day as or soon after it gives notice of the meeting to its members or creditors to consider such a compromise or arrangement, and thereupon each grantee (or his legal personal representative(s)) may, forthwith and until the expiry of the period commencing from such date and ending on the earlier of the date falling two (2) calendar months thereafter or the date on which such compromise or arrangement is sanctioned by Court, exercise his Option (to the extent which has become exercisable and not already exercised), but the exercise of the Option shall be conditional upon such compromise or arrangement being sanctioned by the Court and becoming effective. The Company may thereafter require the grantee (or his legal personal representative(s)) to transfer or otherwise deal with the Shares issued as a result of the

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

exercise of Options in these circumstances so as to place the grantee in the same position as nearly as possible as would have been the case had such Shares been subject to such compromise or arrangement.

(o) Ranking of Shares

The Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the Articles of Association for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue as from the day when the name of the grantee is registered on the register of members of the Company and accordingly will entitle the holders of Shares to participate in all dividends or other distributions to be paid or made on or after the date when the name of the grantee is registered on the register of members of the Company other than any dividends or other distributions previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date when the name of the grantee is registered on the register of members of the Company. A Share allotted upon the exercise of an Option shall not carry any voting right until the completion of the registration of the grantee as the holder thereof.

(p) Duration and administration of the New Share Option Scheme

The New Share Option Scheme shall continue in force for the period commencing from the Adoption Date and expiring at the close of business on the tenth anniversary thereof, after such period no further Options will be granted but the provisions of the New Share Option Scheme shall remain in full force and effect in respect of any Options granted before its expiry or termination but not yet exercised. The New Share Option Scheme shall be subject to the administration of a committee of the Directors whose decision (save as otherwise provided therein) shall be final and binding on all parties.

(q) Alterations to the terms of the New Share Option Scheme

• (i) The provisions relating to the matters set out in rule 17.03 of the Listing Rules cannot be altered to the advantage of Eligible Participants without the prior approval of Shareholders in a general meeting.

• (ii) Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature or any change to the terms of Options granted must be approved by Shareholders, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme.

• (iii) Any change to the authority of the Directors in relation to any alteration to the terms of the New Share Option Scheme must be approved by Shareholders in a general meeting.

• (iv) The amended terms of the New Share Option Scheme or the Options must still comply with the relevant requirements of Chapter 17 of the Listing Rules.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(r) Conditions of the New Share Option Scheme

The New Share Option Scheme is conditional upon:

• (i) the Stock Exchange granting the listing of, and permission to deal in, any Shares to be issued by the Company pursuant to the exercise of Options in accordance with the terms and conditions of the New Share Option Scheme; and

• (ii) the passing of the necessary resolution to approve and adopt the New Share Option Scheme in the AGM of the Company.

(s) Grant of Options to a director, chief executive or substantial shareholder or any of their associates

Any grant of Options to a director, chief executive or substantial shareholder or its associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the grantee of the Options) and shall comply with the requirements of Rule 17.04 of the Listing Rules. Where Options are proposed to be granted to substantial shareholder of the Company or an independent non-executive Director or their respective associates and if such grant would result in the total number of Shares issued and to be issued upon exercise of the Options granted and to be granted (including Options exercised, cancelled and outstanding) in any 12-month period up to and including the date of grant to such person representing in aggregate over 0.1% of the total issued Shares and having an aggregate value, based on the closing price of the securities at the date of each grant, in excess of HK$5 million, then the proposed grant must be subject to the approval of Shareholders in accordance with the requirements of the Listing Rules. The grantee, his associates, and all core connected persons (as defined in the Listing Rules) of the Company must abstain from voting in favour at such general meeting.

A circular must be prepared by the Company explaining the proposed grant, disclosing (i) the number and terms of the Options to be granted, (ii) containing a recommendation from the independent non-executive Directors (excluding any independent non-executive Director who is a grantee) on whether or not to vote in favour of the proposed grant, (iii) containing information required under rules 17.02(2) (c) and (d) and the disclaimer required under rule 17.02(4) of the Listing Rules; and (iv) the information required under rule 2.17 of the Listing Rules.

Any change in the terms of Options granted to a substantial shareholder or an independent non-executive director or its associates must be approved by Shareholders in a general meeting.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(t) Lapse of Options

The right to exercise an Option shall lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of:

• (i) the expiry of the Option period;

• (ii) the date on which the grantee commits a breach of paragraph (g);

• (iii) the expiry of the periods referred to in paragraphs (h) or (i), where applicable;

• (iv) the date on which the offer (or as the case may be, revised offer) referred to in paragraph (l);

• (v) subject to paragraph (m), the date of the commencement of the winding-up of the Company;

• (vi) subject to the proposed compromise or arrangement becoming effective, the expiry of the period referred to in paragraph (n);

• (vii) the date on which the grantee of an Option ceases to be an Eligible Participant by reason of the termination of his employment or engagement on grounds including, but not limited to, misconduct, bankruptcy, insolvency and conviction of any criminal offence; or

• (viii) the date on which the Board shall at their absolute discretion determine that the grantee (other than an Eligible Employee) or his associate has (a) committed any breach of any contract between them on the one part and the Group or any Invested Entity on the other; or (b) committed any act of bankruptcy or has become insolvent and conviction of any criminal offence or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his or her creditors generally;

(u) Termination

The Company by resolution in general meeting or the Board may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered but the provisions of the New Share Option Scheme shall remain in force and effect to the extent necessary to give effect to the exercise of any Options granted prior to such termination or otherwise as may be required in accordance with the provisions of the New Share Option Scheme. Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the provisions of the New Share Option Scheme.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(v) Miscellaneous

The terms of the New Share Option Scheme (and any other schemes adopted by the Company from time to time) shall be in accordance with the requirements set out in Chapter 17 of the Listing Rules.

The Company will comply with the relevant statutory requirements and the Listing Rules from time to time in force on a continuing basis in respect of the New Share Option Scheme and any other schemes of the Company.

Any dispute arising in connection with the New Share Option Scheme (including the number of Shares of an Option) shall be referred to the decision of the Board in its absolute discretion and whose decision shall be final and binding.

Any dispute arising in connection with any of the matters referred to in paragraph (k) above shall be referred to the decision of the independent financial advisor or auditors of the Company who shall act as experts and not as arbitrators and whose decision shall be final and binding.

(w) Present status of the New Share Option Scheme

Application has been made to the Listing Committee of the Stock Exchange for the approval of the New Share Option Scheme, and the subsequent grant of options under the New Share Option Scheme. Application will be made to the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any Options which may be granted under the New Share Option Scheme. As at the date of this circular, no Options have been granted or agreed to be granted under the New Share Option Scheme.

(x) Value of Options

The Directors consider it inappropriate to disclose the value of Options which may be granted under the New Share Option Scheme as if they had been granted as at the Latest Practicable Date. Any such valuation will have to be made on the basis of certain option pricing model or other methodology, which depends on various assumptions including, the subscription price, the exercise period, interest rate, expected volatility and other variables. As no Options have been granted, certain variables are not available for calculating the value of Options. The Directors believe that any calculation of the value of Options as at the Latest Practicable Date based on a number of speculative assumptions would not be meaningful and would be misleading to investors.

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NOTICE OF AGM

==> picture [77 x 61] intentionally omitted <==

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 Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 12 May 2017 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 2016;

2. to consider and approve a final dividend of HK7.8 cents per share of the Company for the year ended 31 December 2016;

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 Codes on Takeovers and Mergers and Share Buy-backs 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.”

(D) “ THAT :

• (i) subject to the granting by the Listing Committee of the Stock Exchange of the listing of and permission to deal in the Shares with a par value of HK$0.10 each to be issued and allotted by the Company under the proposed share option scheme of the Company (the “ Scheme ”), such Scheme be and is hereby approved and adopted as the Company’s share option scheme and the Directors be and are hereby authorised to take all such steps as they may deem necessary, desirable or expedient to carry into effect, waive or amend the Scheme subject to the terms of the Scheme and Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time); and

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NOTICE OF AGM

• (ii) the Directors be and are hereby authorised to grant options to subscribe for Shares in accordance with the rules of the Scheme up to a maximum of 10% of the Shares in issue as at the date of passing of this resolution, to issue and allot Shares pursuant to the exercise of the options so granted, to administer the Scheme in accordance with its terms and to take all necessary actions incidental thereto as the Directors deem fit.”

By Order of the Board Fufeng Group Limited Li Xuechun Chairman

Hong Kong, 6 April 2017

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

Principal place of business in Hong Kong: Suite 1102, 11th Floor Chinachem Century Tower 178 Gloucester Road Wanchai, Hong Kong

Notes:

1. The register of members of the Company will be closed from Tuesday, 9 May 2017 to Friday, 12 May 2017 (both dates inclusive), during which period no transfer of shares will be registered. In order to determine the identity of members who are entitled to attend and vote at the annual general meeting to be held on Friday, 12 May 2017, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s branch register in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Monday, 8 May 2017.

The register of members of the Company will be closed from Monday, 22 May 2017 to Wednesday, 24 May 2017 (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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 19 May 2017.

1. 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.

2. 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 Level 22, Hopewell Centre, 183 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.

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NOTICE OF AGM

1. 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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