Fufeng Group Limited — Proxy Solicitation & Information Statement 2015

Nov 10, 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.

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that an extraordinary general meeting of Fufeng Group Limited (the “ Company ”) will be held at Park Lane Room VI, 27/F, The Park Lane Hong Kong, 310 Gloucester Road, Causeway Bay, Hong Kong on Thursday, 26 November 2015 at 9:30 a.m. to consider and, if thought fit, pass the following ordinary resolutions (with or without modification):

ORDINARY RESOLUTIONS

1. “ THAT , in connection with the proposed spin-off and listing of Shenhua Health Holdings Limited (“ Shenhua Health ”) (the “ Listing ”) on the Growth Enterprise Market (“ GEM ”) of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and subject to and conditional upon (i) the approval by the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the ordinary shares of Shenhua Health (the “ Shenhua Health Shares ”) in issue and any Shenhua Health Shares which may be issued pursuant to the exercise of options which may be granted under the share option scheme of Shenhua Health (the “ Shenhua Health Share Option Scheme ”) on the GEM of the Stock Exchange (the “ Listing Approval ”) and (ii) the final decisions of the board of directors of the Company and the board of directors of Shenhua Health:

   • (a) a special dividend (the “ Special Dividend ”) recommended by the Board in accordance with the articles of association of the Company on the shares of the Company in the aggregate amount in United States dollars which is equal to the carrying value of the net assets of Shenhua Health and its subsidiaries (after the reorganisation in preparation for the Listing) (the “ Shenhua Health Group ”) as at the date when the declaration of a special dividend by the Company to the shareholders of the Company (the “ Shareholders ”) whose names appear on the register of members of the Company on the record date to be determined by the Board (the “ Record Date ”) is approved by Shareholders, in proportion to their respective holdings of the shares of the Company held on the Record Date, be and is hereby declared and paid out of the share premium account of the Company;

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• (b) the Special Dividend be satisfied by way of distribution of all the Shenhua Health Shares held by the Company to the Shareholders on the Record Date (the “ Distribution ”) except those whose address(es) appear(s) on the register of members of the Company on the Record Date are in jurisdictions outside Hong Kong and whom the Directors, based on enquiries made with its lawyers, consider it necessary or expedient not to offer the Shenhua Health Shares to them under the Distribution (the “ Excluded Overseas Shareholders ”), in which case the Excluded Overseas Shareholders shall 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 the Listing provided that only the proceeds of such sale, net of expenses, of more than HK$100.0 will be paid to the relevant Excluded Overseas Shareholders in Hong Kong dollars and the Company will retain individual amounts of HK$100.0 or less for its own benefit; and

• (c) the Board be and is hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient to implement and administer the Distribution.”

1. “ THAT the adoption of the rules of the Shenhua Health Share Option Scheme (a copy of which has been produced to the meeting and marked “A” and for the purposes of identification signed by the Chairman thereof), subject to the Listing Approval being obtained, be and is hereby approved with such amendment(s) to the rules of the Shenhua Health Share Option Scheme as the Board may in its absolute discretion considers to be appropriate, necessary or desirable to give effect to any requirements or requests of the Stock Exchange or the Rules Governing the Listing of Securities on the GEM of the Stock Exchange and the Board be and is hereby authorised to enter into all such transactions and arrangements as may be necessary or expedient in order to give effect to the Shenhua Health Share Option Scheme.”

On behalf of the Board Fufeng Group Limited Li Xuechun Chairman

Hong Kong, 11 November 2015

Notes:

1. Any member of the Company entitled to attend and vote at the extraordinary general meeting convened by the above notice is entitled to appoint one or, if he holds two or more Shares, more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.

2. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at 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 appointed for the holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person.

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1. If two or more persons are 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 other joint holder(s). For this purpose, seniority shall 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 joint holding.

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. Qi Qingzhong and Ms. Zheng Yu.

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