Fufeng Group Limited — Board/Management Information 2016

Nov 9, 2016

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)

APPOINTMENT OF CHIEF EXECUTIVE OFFICER AND GRANT OF SHARE OPTIONS

Reference is made to the announcement of the Company dated 22 July 2016 concerning the resignation of Mr. Wang Longxiang as executive director and chief executive officer of the Company. The board of directors (“ Board ”) of Fufeng Group Limited (“ Company ”) is pleased to announce that, Mr. Zhao Qiang (“ Mr. Zhao ”) has been appointed as the chief executive officer of the Company (“ CEO ”) with effect from 9 November 2016.

Mr. Zhao, aged 48, has over 20 years of experience in sales and operation in the food and beverage industry with a strong track record of leading and developing successful food businesses in Greater China and across Asia Pacific. Before joining the Company, Mr. Zhao was the Chief Operation Officer and the Chief Executive Officer of Lee Kum Kee Sauce Group since 2011 to 2015. During a career spanning more than 20 years, Mr. Zhao has held a range of senior leadership, strategy development and operation management positions with PepsiCo Group and Kraft Foods International in Greater China, and the Asia Pacific Region.

In his role as the CEO, Mr. Zhao would be responsible for the Group’s operation management and business strategy, implementing decisions and plans approved by the Board, making dayto-day operational and management decision and coordinating overall business operations.

As at the date of this announcement, Mr. Zhao does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 Laws of Hong Kong).

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As at the date of this announcement, save as disclosed herein, Mr. Zhao (a) has no other relationship with any directors, senior management or substantial or controlling shareholders of the Company; (b) does not currently, nor did he in the past three years, held any directorship in other listed public companies; and (c) does not hold any other positions with the Company or any other member of the group companies of which the Company forms part. Mr. Zhao has entered into a service contract with the Company form a term of six years with remuneration of RMB262,500 per month and a maximum discretionary bonus of RMB1,350,000 per annum. The emolument of Mr. Zhao has been determined and approved by the Remuneration Committee of the Company with reference to the level of responsibility, experience and abilities required of the Chief Executive Officer and the remuneration offered for similar positions in the industry. At the date of this announcement, Mr. Zhao has also been granted and is interested in 5,000,000 Share Options of which details are set out below.

Other than those disclosed above, there are no other matters concerning Mr. Zhao that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

The Board would like to take this opportunity to welcome Mr. Zhao as the CEO of Fufeng Group Limited. Upon the appointment of Mr. Zhao, Mr. Li Xuechun will resume his role as a Director and the Chairman of the Board only.

GRANT OF SHARE OPTIONS

The Board announces that on 9 November 2016, the Company has resolved to grant 14,700,000 share options (“ Share Option(s) ”) to subscribe for ordinary shares of HK$0.1 each (“ Shares ”) of the Company, subject to acceptance of the grantees, under the Company’s post-IPO share options scheme adopted on 10 January 2007. Details of the Share Options granted are as follows:

Date of Grant: 9 November 2016 Exercise price of Share Each Share Option shall entitle the holder of the Share Option Options granted: to subscribe for one Share upon exercise of such Share Option at an exercise price of HK$3.50 per Share

Number of Share Options 14,700,000 Share Options granted:

Closing price of the Shares HK$3.45 per Share on date of grant:

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• Validity period of the Share Options:

• The Share Option may be exercised within four years from the expiry of two years from 9 November 2016, provided that the maximum number of Shares which the grantees are entitled to subscribe shall not exceed (a) 25% of the total number of Shares subject to the Share Option during the first year of such four-year period; (b) 50% of the total number of Shares subject to the Share Option during the second year of such four-year period (which shall take into account the Shares subscribed in the previous year pursuant to the exercise of the Share Option); (c) 75% of the total number of Shares subject to the Share Option during the third year of such four-year period (which shall take into account the Shares subscribed in the previous two years pursuant to the exercise of the Share Option); and (d) the total number of Shares subject to the Share Option during the last year of such four year period (to the extent that the Share Option has not been exercised in full in the previous three years).

Among the Share Options granted above, 5,000,000 and 900,000 Share Options were granted to the CEO and independent non-executive directors of the Company respectively below:

		Number of Shares to be
		issued upon full exercise of
		the Options and the
		approximate percentage in the
		issued share capital of
		the Company as at the date
Name	Capacity	of this announcement
Mr. Zhao Qiang	CEO	5,000,000 (0.235%)
Mr. Sun Yu Guo	Independent Non-executive	300,000 (0.014%)
	Director
Ms. Zheng Yu	Independent Non-executive	300,000 (0.014%)
	Director
Mr. Qi Qing Zhong	Independent Non-executive	300,000 (0.014%)
	Director

Except for the above, none of the grantees of the Share Options is a director, chief executive or substantial shareholder of the Company, nor an associate (as defined under the Listing Rules) of any of them.

By order of the Board Fufeng Group Limited Li Xuechun Chairman

Hong Kong, 9 November 2016

As at the date of this announcement, the executive directors of the Company are Mr. Li Xuechun, Mr. Xu Guohua, Mr. Li Deheng and Mr. Li Guangyu and the independent nonexecutive directors of the Company are Mr. Sun Yu Guo, Mr. Qi Qingzhong and Ms. Zheng Yu.

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