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Fufeng Group Limited Board/Management Information 2017

May 26, 2017

49286_rns_2017-05-26_d67709af-8d38-4be7-b4fc-8e85fcbdb907.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)

APPOINTMENT OF EXECUTIVE DIRECTORS RESIGNATION OF EXECUTIVE DIRECTOR RESIGNATION OF CHIEF FINANCIAL OFFICER

The Board announces that:

  • (a) The Board has appointed two senior managers of the Group, Mr. Zhao Qiang and Mr. Pan Yuehong, as executive Directors with effect from 5 June 2017; and

  • (b) Mr. Xu Guohua has tendered his resignation as an executive Director and vice general manager of the Group and as a director of Shandong Fufeng Fermentation Co., Ltd., Baoji Fufeng Biotechnologies Co., Ltd., Neimenggu Fufeng Biotechnologies Co., Ltd. and Hulunbeir Northeast Fufeng Biotechnologies Co., Ltd. with effect from 5 June 2017. He will remain as a director and the general manager of Shenhua Pharmaceutical.

  • (c) Mr. Chan Yick Kei has tendered his resignation as the CFO with effect from 5 June 2017.

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The board (the “ Board ”) of directors (the “ Directors ”) of Fufeng Group Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) announces that:

APPOINTMENT OF EXECUTIVE DIRECTORS

The Board has appointed two senior managers of the Group, Mr. Zhao Qiang (“Mr. Zhao”) and Mr. Pan Yuehong (“Mr. Pan”) , as executive Directors with effect from 5 June 2017.

Biographies

The biographic details of Mr. Zhao and Mr. Pan are set out as follows:

Mr. Zhao Qiang, aged 49, is the chief executive officer of the Group and has been with the Group since 9 November 2016. Mr. Zhao has over 21 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. Mr. Zhao is 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. Mr. Zhao was granted an option to subscribe for 5,000,000 shares of the Company (the “ Shares ”) pursuant to the post-IPO share option scheme approved on 10 January 2007 (the “ Post-IPO Share Option Scheme ”), representing 0.20% of the issued share capital of the Company.

Mr. Pan Yuehong, aged 52, is a vice general manager of the Group. Mr. Pan graduated from 山東輕工業學院 (Shandong Institute of Light Industry) in 1988, majoring in fermentation. Mr. Pan joined 山東福瑞酒廠 (Shandong Furui Brewery Group) in 1988, and later joined the Group in June 1999. With nearly 29 years of experience in the fermentation industry, he is mainly responsible for the Group’s sales and marketing activities. Mr. Pan is the sole director of and is interested in 14.3% of the issued share capital of Advanced Quality Limited, which in turn is interested in 69,120,000 Shares, representing 2.71% of the issued share capital of the Company.

Service Contracts

Mr. Zhao Qiang has entered into a service contract with the Company under which he agreed to act as an executive Director for an initial term of three years commencing from 5 June 2017, which may be terminated by not less than three months’ notice in writing served by either Mr. Zhao or the Company. Such appointment is subject to provisions relating to retirement by rotation and re-election in accordance with the articles of association of the Company. Mr. Zhao is entitled to a remuneration of RMB3,150,000 per annum and a

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maximum discretionary bonus of RMB1,350,000 per annum (as an executive Director and the chief executive officer of the Group and such service contract would supersede the previous employment contract entered into by the Group with Mr. Zhao), which has been approved by the Board having considered his responsibilities and duties, the Company’s remuneration policy and the prevailing market standards.

Mr. Pan Yuehong has entered into a service contract with the Company under which he agreed to act as an executive Director for an initial term of three years commencing from 5 June 2017, which may be terminated by not less than three months’ notice in writing served by either Mr. Pan or the Company. Such appointment is subject to provisions relating to retirement by rotation and re-election in accordance with the articles of association of the Company. Mr. Pan is entitled to a remuneration of RMB450,000 per annum and a maximum discretionary bonus of RMB90,000 per annum (as an executive Director and a vice general manager of the Group and such service contract would supersede the previous employment contract entered into by the Group with Mr. Pan), which has been approved by the Board having considered his responsibilities and duties, the Company’s remuneration policy and the prevailing market standards.

Save as disclosed above, as at the date of this announcement, Mr. Zhao and Mr. Pan (i) do not hold any other positions in the Group; (ii) do not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company; (iii) do not have any other interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance; and (iv) did not hold any other directorships in the last three years up to the date of this announcement in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

Save as disclosed in this announcement, there is no other information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) and there are no other matters relating to the appointments of Mr. Zhao and Mr. Pan that need to be brought to the attention of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the shareholders of the Company (the “ Shareholders ”).

The Board would like to take this opportunity to welcome Mr. Zhao and Mr. Pan on joining the Board.

RESIGNATION OF EXECUTIVE DIRECTOR

Mr. Xu Guohua has tendered his resignation as an executive Director and vice general manager of the Group and as a director of Shandong Fufeng Fermentation Co., Ltd., Baoji Fufeng Biotechnologies Co., Ltd., Neimenggu Fufeng Biotechnologies Co., Ltd. and Hulunbeir Northeast Fufeng Biotechnologies Co., Ltd., all of which are indirect whollyowned subsidiaries of the Company with effect from 5 June 2017, due to his decision to focus his time and effort on managing the business of Jiangsu Shenhua Pharmaceutical Co., Ltd (“ Shenhua Pharmaceutical ”), an indirect wholly-owned subsidiary of the Company. As a result, he will remain as a director and the general manager of Shenhua Pharmaceutical.

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Mr. Xu has confirmed that he has no disagreement with the Board and there are no other matters relating to his resignation that need to be brought to the attention of the Stock Exchange and the Shareholders.

The Board would like to take this opportunity to express its sincere gratitude to Mr. Xu for his valuable contribution to the Company during his tenure of office as an executive Director and vice general manager of the Group.

RESIGNATION OF CHIEF FINANCIAL OFFICER

Mr. Chan Yick Kei (“ Mr. Chan ”) has tendered his resignation as the chief financial officer of the Group (the “ CFO ”) with effect from 5 June 2017, due to his personal reasons and other business opportunities.

Mr. Chan has confirmed that he has no disagreement with the Board and there are no other matters relating to his resignation that need to be brought to the attention of the Stock Exchange and the Shareholders. The Board would like to take this opportunity to express its sincere gratitude to Mr. Chan for his valuable contribution to the Company during his tenure of office as the CFO.

The Company expects to finalize the appointment of a new CFO within a short time, and will publish a further announcement in relation to the appointment in due course. The Board would therefore like to inform that the resignation of Mr. Chan as the CFO will not have any material adverse impact on the daily operations of the Group.

By order of the Board Fufeng Group Limited Li Xuechun Chairman

Hong Kong, 26 May 2017

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

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