Honghua Group Limited — Director's Dealing 2014

Mar 24, 2014

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.

==> picture [125 x 108] intentionally omitted <==

Honghua Group Limited

宏華集團有限公司

(a company incorporated in the Cayman Islands with limited liability) (Stock Code: 0196)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The board of directors (the “Board ”) of Honghua Group Limited (the “Company” ) hereby announces that on 24 March 2014, share options (the “ Share Options ”) to subscribe for a total of 3,200,000 ordinary shares of HK$0.10 each in the capital of the Company (the “ Shares ”) were granted to the grantees (the “ Grantees ”), subject to acceptance of the Grantees, under the share option scheme adopted by resolutions in writing of all the shareholders of the Company on 21 January 2008.

The Share Options shall entitle the Grantees to subscribe for an aggregate of 3,200,000 new Shares to be issued upon the exercise of the Share Options in full at exercise price of HK$ 2.024 per Share, which represents the highest of (ⅰ) the closing price of HK$ 2.00 per Share as stated in the daily quotations sheet issued by the Stock Exchange on the date of grant of the Share Options, i.e. 24 March 2014 ( the “Date of Grant”) ; (ⅱ) the average closing price of HK$ 2.024 per Share as stated in the daily quotations sheet issued by the Stock Exchange for the five business days immediately preceding the Date of Grant; and (ⅲ) the nominal value of the Share, which is HK$0.10. The valid period of the Share Options is up to 23 March 2024.

The Share Options are exercisable on or after 24 April 2014 by the Grantees with details as follows:

1. up to 30% of the Share Options granted to each Grantee from 24 April 2014 to 23 April 2015 ;

2. up to 60% of the Share Options granted to each Grantee on or before 23 April 2016 ;

3. all the remaining Share Options granted to each Grantee on or after 24 April 2016. and in each case, not later than 23 March 2024.

3,200,000 Shares to be subscribed under the Share Options were granted to the following Grantees who are directors of the Company with details as follows:

Name	Grantee’s relationship with	Number of	Shares to be
	the Company	subscribed	underthe
		Share Optionsgranted
Mr. Liu Xiaofeng	Independentnon-executive	750,000
	director of the Company
Mr. Qi Daqing	Independentnon-executive	750,000
	director of the Company
Mr. Chen Guoming	Independentnon-executive	550,000
	director of the Company
Mr. Shi Xingquan	Independentnon-executive	550,000
	director of the Company
Mr. Guo Yanjun	Independentnon-executive	600,000
	director of the Company

Save as disclosed above, none of the Grantees is a director, chief executive or substantial shareholder of the Company, or their respective associates (as defined in the Listing Rules).

By order of the Board of HONGHUA GROUP LIMITED Zhang Mi Chairman

People's Republic of China, 24 March 2014

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. Chen Guoming, Mr. Shi Xingquan and Mr. GuoYanjun.