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Fufeng Group Limited Board/Management Information 2014

Oct 31, 2014

49286_rns_2014-10-31_368db397-3500-4843-a243-1811b2ed9a83.pdf

Board/Management Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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)

CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTORS, CHANGE OF COMPOSITION OF AUDIT COMMITTEE, NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

The Board announces the following changes with effect from 1 November 2014:–

  1. Mr. Liang has resigned as an independent non-executive Director as he would like to spend more time pursuing his business and has ceased to act as a member of each of the Audit Committee, Remuneration Committee and the Nomination Committee; and

  2. Mr. Qi has been appointed as an independent non-executive Director, and a member of each of the Audit Committee, Remuneration Committee and the Nomination Committee;

  3. Ms. Zheng Yu has been appointed as a member of the Nomination Committee.

The board (the “ Board ”) of Directors (the “ Directors ”) of Fufeng Group Limited (the “ Company ”) announces the following changes with effect from 1 November 2014:–

  1. Mr. Liang Wenjun (“ Mr. Liang ”) has resigned as an independent non-executive Director as he would like to spend more time pursuing his business and has ceased to act as a member of each of the audit committee (the “ Audit Committee ”), remuneration committee (the “ Remuneration Committee ”) and nomination committee (the “ Nomination Committee ”) of the Company; and

  2. Mr. Qi Qing Zhong (“ Mr. Qi ”) has been appointed as an independent non-executive Director, a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee.

  3. Ms. Zheng Yu has been appointed as a member of the Nomination Committee.

– 1 –

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Liang confirmed that he has no disagreement with the members of the Board and there is no other matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company or the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The Board would like to express its sincere gratitude to Mr. Liang for his valuable contributions to the Company during his tenure of services.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The biographical details of the newly appointed independent non-executive Director is set out below:–

Qi Qing Zhong (齊慶中) (“ Mr. Qi ”), aged 60, has over 30 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) on 1982. Mr. Qi currently works as chief secretary and 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. As at the date of this announcement, 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.

Mr. Qi has entered into a service agreement with the Company commencing from 1 November 2014 and is subject to retirement from office and re-election at the next following general meeting of the Company in accordance with the articles of association of the Company. Mr. Qi will be entitled to a director’s fee of RMB100,000 per annum which is determined by the Board with reference to the duties and responsibilities concerned.

Mr. Qi has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules. Save as disclosed above, there are no other matters relating to the appointment of Mr. Qi which need to be brought to the attention of the shareholders of the Company and there is no other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

– 2 –

The Board would like to express its warmest welcome to Mr. Qi in joining the Board.

By order of the Board Fufeng Group Limited Li Xuechun Chairman

Hong Kong, 31 October 2014

As at the date of this announcement, the executive directors of the Company are Mr. Li Xuechun, Mr. Wang Longxiang, Mr. Feng Zhenquan, Mr. Xu Guohua, Mr. Li Deheng, Mr. Chen Yuan and Mr. Li Guangyu and the independent non-executive directors of the Company are Mr. Choi Tze Kit, Sammy, Mr. Chen Ning, Mr. Liang Wenjun and Ms. Zheng Yu.

– 3 –