Fufeng Group Limited — Governance Information 2022

Apr 12, 2022

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)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY AND ADOPTION OF NEW ARTICLES

This announcement is made by Fufeng Group Limited (the “ Company ”, together with its subsidiaries as the “ Group ”) pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

The board (the “ Board ”) of directors (the “ Directors ”) of the Company proposes to amend the existing articles of association (the “ Articles ”) of the Company (the “ Proposed Amendments ”) and to adopt the third amended and restated articles of association of the Company (the “ New Articles ”) in substitution for, and to the exclusion of, the Articles, in order to (i) bring the Articles in line with the relevant requirements of the Listing Rules (in particular, Appendix 3 of the Listing Rules) under the amendments thereto which took effect from 1 January 2022 and the laws of the Cayman Islands; (ii) to allow general meetings to be held as an electronic meeting or as a hybrid meeting where the shareholders of the Company (the “ Shareholders ”) may participate by electronic means in addition to as a physical meeting where the Shareholders attend in person; and (iii) make some other housekeeping improvements.

Major changes brought about by the Proposed Amendments are set out below:

1. to delete the words “Companies Law” wherever they may appear and replace them with the words “Companies Act”, being the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands;

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1. to delete the definition of “associate” and insert the definition of “close associate”, and to make corresponding changes to the relevant provisions (including the provision providing that a Director shall not vote (nor be counted in the quorum) on any Board resolution approving any contract or arrangement or any other proposal in which he or any of his close associates is materially interested);

2. to insert the definitions of “electronic communication”, “electronic meeting” and “hybrid meetings”, and to provide for the powers of the Board and the appointed chairperson in general meetings in relation to hybrid, electronic and physical meetings, including arrangements for attendance, communication and voting by electronic means for hybrid and electronic meetings, as well as other provisions to ensure a proper and orderly conduct of such hybrid and electronic meetings;

3. to insert the definition of “substantial shareholder” and to provide that a resolution in writing shall not be passed in lieu of a Board meeting for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a material conflict of interest;

4. to make changes to the relevant provisions in respect of the Company purchasing its own securities such that the Directors may accept the surrender for no consideration of any fully paid share;

5. to clarify that the Company shall in each financial year hold a general meeting as its annual general meeting in addition to any other meeting in that financial year; and such annual general meeting must be held within six (6) months after the end of the Company’s financial year;

6. to amend the notice period of general meetings such that an annual general meeting must be called by notice of not less than twenty-one (21) clear days and that all other general meetings (including an extraordinary general meeting) must be called by notice of not less than fourteen (14) clear days.

7. to provide that two (2) members of the Company entitled to vote and present in person or by proxy or, for quorum purposes only, two persons appointed by the clearing house as authorised representative or proxy shall form a quorum for all purposes;

8. to provide that (i) a resolution put to the vote of a general meeting shall be decided by way of a poll, save that in the case of a physical meeting, the chairman of the meeting may in good faith allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands; and (ii) where a show of hands is allowed, in a physical meeting before or on the declaration of the result of the show of hands, a poll may be demanded;

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1. to insert that a new provision that all Shareholders have the right to (a) speak at a general meeting; and (b) vote at a general meeting except where a shareholder is required, by the Listing Rules, to abstain from voting to approve the matter under consideration;

2. to clarify that the Company shall not make any loan, directly or indirectly, to a Director or his close associate(s) if and to the extent it would be prohibited by the Companies Ordinance (Chapter 622 of the laws of Hong Kong) as if the Company were a company incorporated in Hong Kong;

3. to clarify that subject to the Listing Rules, notwithstanding any other provision of the Articles, the Company may fix any date as the record date for determining the Shareholders entitled to receive notice of and to vote at any general meeting of the Company;

4. to make other miscellaneous amendments to update, modernise or clarify provisions of the Articles where it is considered desirable and to better align the wording with the Listing Rules and the Companies Act of the Cayman Islands.

The Proposed Amendments and the proposed adoption of the New Articles in substitution for, and to the exclusion of, the Articles, are subject to the approval of the Shareholders by way of a special resolution at the forthcoming annual general meeting of the Company (the “ AGM ”), which is scheduled to take place in May 2022, and will become effective upon the approval by the Shareholders at the AGM.

A circular containing, among other things, details of the Proposed Amendments and the proposed adoption of the New Articles, together with a notice of the AGM and the related proxy form will be despatched to the Shareholders in due course.

By Order of the Broad Fufeng Group Limited Li Xuechun Chairman

Hong Kong, 12 April 2022

As at the date of this announcement, the executive directors of the Company are Mr. Li Xuechun, Mr. Li Deheng and Mr. Li Guangyu and the independent non-executive directors of the Company are Mr. Lau Chung Wai, Mr. Zhang You Ming and Ms. Li Ming.

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