Fufeng Group Limited — Proxy Solicitation & Information Statement 2014

Apr 2, 2014

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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)

PROXY FORM

Form of proxy for use at the annual general meeting to be held on Thursday, 8 May 2014 or any adjournment thereof

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] HEREBY APPOINT THE CHAIRMAN OF THE MEETING or [(Note][3)] of

shares of HK$0.10 each in the capital of Fufeng Group Limited (the “Company”),

as my/our proxy to act for me/us at the annual general meeting (or at any adjournment thereof) of the Company to be held at Park Lane Room I-III, 27/F, The Park Lane Hong Kong, 310 Gloucester Road, Causeway Bay, Hong Kong on Thursday, 8 May 2014 at 9:30 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the annual general meeting and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONSFOR (Note 4)AGAINST (Note 4)	ORDINARY RESOLUTIONSFOR (Note 4)AGAINST (Note 4)
	1.To receive, consider and adopt the audited consolidated financial statements ofthe Company and its subsidiaries and the reports of the directors and auditor forthe year ended 31 December 2013
	2.To approve the final dividend of HK4 cents per share for the year ended 31December 2013
	3.(I)To re-elect Mr. Wang Longxiang as executive director.
	(II)To re-elect Mr. Li Deheng as executive director.
	(III)To re-elect Mr. Chen Ning as independent non-executive director.
	(IV)To re-elect Mr. Liang Wenjun as independent non-executive director.
	(V)To authorise the directors to fix the remuneration of the re-electeddirectors.
	4.To re-appoint PricewaterhouseCoopers as auditor of the Company and toauthorise the board of directors to fix its remuneration.
	5(A). To grant a general mandate to the directors to issue shares of the Company
	5(B). To grant a general mandate to the directors to repurchase shares of the Company
	5(C). To extend the general mandate to issue shares by adding repurchased sharesthereto

Dated this day of 2014. Signature(s) [(Note][5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK LETTERS .

2. Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please delete the words “ THE CHAIRMAN OF THE MEETING or ” and insert the name and address of the proxy desired in the space provided. A proxy need not be a member of the Company, but must attend the meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, PLEASE TICK IN THE APPROPRIATE BOXES BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, PLEASE TICK IN THE BOXES BELOW THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote(s) at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the annual general meeting other than those referred to in the notice of annual general meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be under its common seal or under the hand of an officer or attorney or any other person duly authorised.

6. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the principal or branch register of members of the Company in respect of the share.

7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for the annual general meeting of the Company or any adjournment thereof.

8. Completion and return of this form of proxy will not preclude you from attending and voting at the annual general meeting of the Company if you so wish. In the event that you attend the meeting, this form of proxy will be deemed to have been revoked.