Honghua Group Limited — Director's Dealing 2013

Mar 20, 2013

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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HONGHUA GROUP LIMITED

宏華集團有限公司

(a company incorporated in the Cayman Islands with limited liability)

(Stock Code: 196)

GRANT OF RESTRICTED SHARES UNDER THE RESTRICTED SHARE AWARD SCHEME

The Board announces that on 20 March 2013, the Company has granted Restricted Shares in respect of a total of 34,917,700 Shares to the Selected Participants pursuant to the Restricted Share Award Scheme adopted on 30 December 2011.

Reference is made to the announcement of Honghua Group Limited (the “ Company ”) dated 30 December 2011 in relation to the adoption of the Restricted Share Award Scheme (the “ Announcement ’). Unless otherwise specified, capitalised terms used in this announcement shall have the meanings as those defined in the Announcement.

The board of directors (the “ Board ”) of the Company announces that after trading hours on 20 March 2013, the Company has granted Restricted Shares in respect of a total of 34,917,700 ordinary shares of HK$0.10 each of the Company to the Selected Participant pursuant to the Restricted Share Award Scheme (the “ Grant ”).

The number of the Restricted Shares to be granted to each Selected Participant under the Restricted Share Award Scheme is determined having regard to factors such as the position, experience, years of service and performance of such Selected Participant in the Company and/or its participating subsidiaries.

The Restricted Shares are held by Computershare Hong Kong Trustees Limited, the trustee to the Restricted Share Award Scheme, in accordance with the terms of the

relevant trust deed entered into with the Company and dated 21 March 2012 and subject to the rules of the Restricted Share Award Scheme.

Details of the Grant are, amongst others, set out below:

Date of Grant	20 March 2013
Number of Restricted	34,917,700
Sharesgranted
Price of Grant	HK$1.27per Share
Vesting schedule	50% of the Restricted Shares granted shall be vested
	in the Selected Participants on 20 May 2013 and the
	remaining 50% of the Restricted Shares granted shall
	be vested in the Selected Participants on 20 December
	2013.

A total of 9,785,000 Restricted Shares out of 34,917,700 Restricted Shares were granted to the following Directors,chief executive and/or substantial Shareholders of the Company (as defined under the Listing Rules) with details as follows:

Name	Selected Participant’s relationship withthe Company	Number of RestrictedShares granted
Zhang Mi	Director, President, substantialShareholder	2,150,000
Ren Jie	Director, Vice President, substantialShareholder	1,380,000
Liu Zhi	Director, Vice President, substantialShareholder	1,250,000
ZhangCong	Vice President	1,200,000
Zhao Ping	Vice President	1,150,000
Liu Lulu	substantial Shareholder	120,000
Zhou Bing	substantial Shareholder	460,000
Ao Pei	substantial Shareholder	144,000
Chen Jun	substantial Shareholder	51,000
Lv Lan	substantial Shareholder	550,000
ZhangXu	substantial Shareholder	30,000
Zuo Huixian	substantial Shareholder	210,000
Shen Dingjian	substantial Shareholder	60,000
ZhengYong	substantial Shareholder	220,000
Li Hanqiang	substantial Shareholder	60,000
Tian Yu	substantial Shareholder	250,000
WangJiangyang	substantial Shareholder	380,000
Tian Diyong	substantial Shareholder	90,000
Fanbing	substantial Shareholder	30,000

Save as disclosed above, none of the Selected Participants granted with the Restricted Shares is a Director, chief executive or substantial Shareholder of the Company, nor an associate (as defined under the Listing Rules) of any of them.

On behalf of the Board Honghua Group Limited Zhang Mi Chairman

PRC, 20 March 2013

As at the date of this announcement, the executive directors of the Company are Mr. Zhang Mi (Chairman), Mr. Ren Jie and Mr. Liu Zhi, the non-executive director of the Company is Mr. Siegfried Meissner （ Mr. PoPin Su as his alternate ） and the independent non-executive directors of the Company are Mr. Liu Xiaofeng, Mr. Qi Daqing, Mr. Tai Kwok Leung, Alexander, Mr. Chen Guoming, Mr. Shi Xingquan and Mr. Guo Yanjun.