PDF《Fufeng Group Limited》

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Fufeng Group Limited (the Company ), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Fufeng Group Limited 阜丰集团有限公司(incorporated in the Cayman Islands with limited liability) (Stock Code: 546) PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING A notice convening the annual general meeting of the Company to be held at Park Lane Room V, 27/F, The Park Lane Hong Kong,

310 Gloucester Road, Causeway Bay, Hong Kong on Thursday,

12 May

2016 at 9:30 a.m. is set out on pages

12 to

16 of this circular. A form of proxy for use at the annual general meeting of the Company is enclosed with this circular. Whether or not you are able to attend the annual general meeting of the Company, you are requested to complete the form of proxy enclosed with this circular in accordance with the instructions printed thereon and return it to 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. Completion and return of a form of proxy will not preclude you from attending and voting at the annual general meeting of the Company or at any adjourned meeting in person. THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

7 April

2016 Pages Definitions

1 Letter from the Board

3 Appendix I C Explanatory statement for the Repurchase Mandate . . . .

6 Appendix II C Particulars concerning re-election of Directors

9 Notice of AGM

12 CONTENTS In this circular, the following expressions have the following meanings unless the context otherwise requires: AGM the annual general meeting of the Company to be held at Park Lane Room V, 27/F, The Park Lane Hong Kong,

310 Gloucester Road, Causeway Bay, Hong Kong on Thursday,

12 May

2016 at 9:30 a.m. or any adjournment thereof (as the case may be) AGM Notice the notice dated

7 April

2016 for convening the AGM as set out on pages

12 to

16 of this circular Articles of Association the articles of association of the Company, as amended, modified or otherwise supplemented from time to time Baoji Fufeng 宝鸡阜丰生物科技有限公司 (Baoji Fufeng Biotechnologies Co., Ltd.), an indirect wholly-owned subsidiary of the Company Board the board of Directors Company Fufeng Group Limited, a company incorporated in the Cayman Islands with its issued Shares listed on the Stock Exchange Director(s) the director(s) of the Company Fufeng Singapore Fufeng (Singapore) Pte. Ltd, an indirect wholly-owned subsidiary of the Company Group the Company and its subsidiaries Hong Kong the Hong Kong Special Administrative Region of the PRC Hulunbeir Fufeng 呼伦贝尔东北阜丰生物科技有限公司(Hulunbeir Northeast Fufeng Biotechnologies Co., Ltd.), an indirect wholly-owned subsidiary of the Company IM Fufeng 内蒙古阜丰生物科技有限公司 (Neimenggu Fufeng Biotechnologies Co., Ltd.), an indirect wholly-owned subsidiary of the Company Latest Practicable Date