Fufeng Group Limited — Capital/Financing Update 2015

Nov 6, 2015

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company or any of its subsidiaries nor is it intended to invite any such offer or invitation. In particular, this announcement does not constitute and is not an offer to sell or a solicitation of any offer to buy securities of the Company or any of its subsidiaries in Hong Kong, the United States or elsewhere.

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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)

(1) PROPOSED SPIN-OFF AND SEPARATE LISTING OF SHENHUA HEALTH HOLDINGS LIMITED ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE; AND

(2) BOARD APPROVAL AND RECOMMENDATION OF CONDITIONAL SPECIAL DIVIDEND BY WAY OF DISTRIBUTION IN SPECIE

Reference is made to the announcement of the Company dated 27 October 2015 in relation to the Proposed Spin-off and separate listing of the shares of Shenhua Health on the GEM of the Stock Exchange.

The Board held a meeting on 6 November 2015 at which the Conditional Special Dividend was approved and recommended by the Board, subject to the satisfaction of the Conditions. The amount of the Conditional Special Dividend to be distributed by the Group will be equal to the carrying value of the net assets of Shenhua Health Group as at the date when the declaration of the Conditional Special Dividend is approved by Shareholders. If the Conditions are satisfied, the Conditional Special Dividend will be made and will be effected by way of the Distribution, pursuant to which, subject to the final decision of the Board, each Qualifying Shareholder will be entitled to one Shenhua Health Share for every 10 Shares held on the Record Date. If any of the Conditions is not satisfied, the Conditional Special Dividend will not be made and the Proposed Spin-off and Listing will not take place, in which case an announcement will be made by the Company.

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The Company will convene the EGM and will for such purpose despatch to Shareholders the notice of the EGM and the circular giving further information on the Distribution and the proposed adoption of the Shenhua Health Share Option Scheme as soon as practicable. Ordinary resolutions will be proposed at the EGM for the purposes of considering and, if thought fit, approving the Distribution and the proposed adoption of the Shenhua Health Share Option Scheme.

As at the date of this announcement, the listing application is being reviewed by the Stock Exchange. The Proposed Spin-off and Listing are subject to (i) the final decisions of the Board and the board of directors of Shenhua Health, (ii) the approval from the Shareholders for the Distribution and (iii) the Listing Approval being obtained. Accordingly, Shareholders and potential investors in the Company should be aware that there is no assurance that the Proposed Spin-off and Listing will take place or, if they do, when they will take place. If the Proposed Spin-off and Listing do not proceed for any reason, the Conditional Special Dividend will not take effect and the Distribution will not be made. Shareholders and potential investors in the Company should therefore exercise caution when dealing in or investing in the securities of the Company.

The Company will issue further announcement(s) on the details of the Distribution, including but not limited to, the dates of closure of the register of members of the Company for determining the Shareholders’ entitlements to the Distribution, the Record Date, the total number of Shenhua Health Shares to be distributed to Qualifying Shareholders pursuant to the Distribution and the number of Overseas Shareholders and the jurisdictions involved (if any) as at the Record Date.

INTRODUCTION

Reference is made to the announcement of the Company dated 27 October 2015 in relation to the Proposed Spin-off and separate listing of the shares of Shenhua Health on the GEM of the Stock Exchange (the “ Spin-off Announcement ”). Unless otherwise defined in this announcement, capitalised terms used herein shall have the same meanings as defined in the Spin-off Announcement.

BOARD APPROVAL AND RECOMMENDATION OF CONDITIONAL SPECIAL DIVIDEND

The Board held a meeting on 6 November 2015 at which a conditional special interim dividend, to be satisfied by way of a distribution in specie of the Company’s interest in the entire issued share capital of Shenhua Health to Qualifying Shareholders in proportion to their respective shareholdings in the Company on the Record Date (the “ Conditional Special Dividend ”), was approved and recommended by the Board. The Conditional Special Dividend is to be satisfied by way of the Distribution which will be subject to (i) the final decisions of the Board and the Shenhua Health Board, (ii) the approval from the Shareholders at the EGM and (iii) the Listing Approval being obtained (collectively, the “ Conditions ”). The amount of the Conditional Special Dividend to be distributed by the Group will be equal to the carrying value of the net assets of Shenhua Health Group as at the date when the declaration of the Conditional Special Dividend is approved by Shareholders.

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If the Conditions are satisfied, the Conditional Special Dividend will be made and will be effected by way of the Distribution, pursuant to which, subject to the final decision of the Board, each Qualifying Shareholder will be entitled to one Shenhua Health Share for every 10 Shares held on the Record Date. All entitlements will be rounded down to a whole number of Shares, and fractional entitlements will be disregarded. The Company has appointed an oddlot matching agent to facilitate the acquisition of odd lots of the Shenhua Health Shares by Qualifying Shareholders to make up a full board lot, or the disposal of any Shenhua Health Shares which the Qualifying Shareholders may receive in odd lots.

As at the date of this announcment, Shenhua Health had one Shenhua Health Share in issue. It is expected that a share subdivision will take place before the Listing such that the one Shenhua Health Share will be divided into 100 Shenhua Health Shares. Accordingly, it is expected that immediately following the obtaining of the Listing Approval and prior to the Distribution, Shenhua Health will issue up to 212,668,363 new Shenhua Health Shares by way of a capitalisation issue (the “ Capitalisation Issue ”), following which the total number of Shenhua Health Shares in issue will be increased to up to 212,668,463 Shenhua Health Shares. The Capitalisation Issue is subject to the approval by the Company in its capacity as the sole shareholder of Shenhua Health and the Listing Approval being obtained, but is not subject to the approval by the Shareholders.

If there are any Overseas Shareholder(s) on the Record Date, the Company will make enquiries regarding the feasibility of extending the Distribution to the Overseas Shareholder(s). Based on the legal opinions provided by the legal advisers to the Company, the assured entitlement to Shenhua Health Shares will not be available to particular Overseas Shareholder(s) if the Directors consider that it is necessary or expedient not to extend the Distribution to such Overseas Shareholder(s) on account either of the legal restrictions under the laws of the place(s) of its/his/her/their registered addresses or the requirements of the relevant regulatory bodies or stock exchanges in those places outside Hong Kong. Instead, the Excluded Shareholders will receive a cash amount representing the net proceeds of the sale by the Company or its agents on their behalf of the Shenhua Health Shares to which it/he/she/they would otherwise be entitled pursuant to the Distribution after dealings in the Shenhua Health Shares commence on the GEM of the Stock Exchange at the prevailing market price. The Company and/or its agents will ensure that the purchaser(s) of such Shenhua Health Shares is/are Independent Third Party(ies). The proceeds of such sale, net of expenses, of more than HK$100.0 will be paid to the relevant Excluded Shareholders in Hong Kong dollars. The Company will retain individual amounts of HK$100.0 or less for its own benefit. Following the determination of the Overseas Shareholders on the Record Date, the Company will publish an announcement which will include, among other things, the number of Excluded Shareholders and the jurisdictions involved (if any).

If any of the Conditions is not satisfied, the Conditional Special Dividend will not be made and the Proposed Spin-off and Listing will not take place, in which case an announcement will be made by the Company.

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SHAREHOLDERS’ APPROVAL FOR THE DISTRIBUTION AND PROPOSED ADOPTION OF THE SHENHUA HEALTH SHARE OPTION SCHEME

According to the Articles of Association, the Distribution shall be subject to the approval by the Shareholders. In addition, the Company shall seek Shareholders’ approval for the proposed adoption of the Shenhua Health Share Option Scheme. For the background of such approval requirements, please refer to the Spin-off Announcement.

The Company will convene the EGM and will for such purpose despatch to Shareholders the notice of the EGM and the circular giving further information on the Distribution and the proposed adoption of the Shenhua Health Share Option Scheme as soon as practicable. Ordinary resolutions will be proposed at the EGM for the purposes of considering and, if thought fit, approving the Distribution and the proposed adoption of the Shenhua Health Share Option Scheme.

The Company will issue further announcement(s) on the details of the Distribution, including but not limited to, the dates of closure of the register of members of the Company for determining the Shareholders’ entitlements to the Distribution, the Record Date, the total number of Shenhua Health Shares to be distributed to Qualifying Shareholders pursuant to the Distribution and the number of Overseas Shareholders and the jurisdictions involved (if any) as at the Record Date.

GENERAL

As at the date of this announcement, the listing application is being reviewed by the Stock Exchange. The Proposed Spin-off and Listing are subject to (i) the final decisions of the Board and the board of directors of Shenhua Health, (ii) the approval from the Shareholders for the Distribution and (iii) the Listing Approval being obtained. Accordingly, Shareholders and potential investors in the Company should be aware that there is no assurance that the Proposed Spin-off and Listing will take place or, if they do, when they will take place. If the Proposed Spin-off and Listing do not proceed for any reason, the Conditional Special Dividend will not take effect, and the Distribution will not be made. Shareholders and potential investors in the Company should therefore exercise caution when dealing in or investing in the securities of the Company.

By Order of the Board Fufeng Group Limited Li Xuechun Chairman

Hong Kong, 6 November 2015

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 and Mr. Li Guangyu and the independent non-executive directors of the Company are Mr. Choi Tze Kit, Sammy, Mr. Qi Qingzhong and Ms. Zheng Yu.

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