CHINA FISHERY GROUP LIMITED

(lncorporated in the Cayman lslands)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annusi Generai Meeting of China Fishery Group Limited (the "Company" or "CFGL") will be held at Ballroom Il, lnterContinental Singapora, 80 Middle Road, Singapora 188966 on Monday, January 27,2014 at 9:30a.m.forthe following purposes:

AS ORDINARY BUSINESS

1. To raceive and adopt the Dir&etors' Raport end Audited FinanCial Statements for the year ended

Septamber 28, 2013 togelherwllh lheAudltors' Report lheraon. (ResoluOon 1)
2. To dedare a ftrst and ftnaldlvldend of 1.00 Slngapore cent per ordlnary share (tax noiappllcable) for the year ended Seplember 28,2013,payable in cash (2012:1.90 Singapore cenls per ordinary share (tax not applicable)). (Resoludon 2)

3. To re-elecl the following Directors of the Company (the "Directors") retiring by rotation pursuant lo

Article 107 of the Company's Articles of Association:

Mr Ng Joo Kwee Mr Chan Tak Hai Mr Tse Man Bun
(ResaluOon 3) (Resalution 4) (Resolution 5)

Mr Tsa Man Bun will,upon nrelection as a Director, remain a member of each of the Audit and Rlsk Management Commlttea, the Remuneratlon Commlttee and the lnvastment Commlttae, and chainnan of eachofthe Nominating Committae and the Corporate Social Responsibility Committee and will be considered indapendent for the purposes of Rule 704(8) of the Usting Manual of the Singapore Exchange Securities Trading Umited.

4. To approva the payment of Directors' fees amounting to S$150,000 for the financialyear ending
Seplember 28, 2014,payable monthly in arrears (2013:S$150,000). (ResaluOon 8)
5. To re-appoinDl eloilte & Touche LLP as the Company"s Audilors and to aulhorise the Directors lo fix their remuneration. (Resolution 7)
6. To transact any other ordinary business which may property be lransacted at the AnnusiGenerai
Meeting.

AS SPECIAL BUSINESS

To conslder and lf lhought ftl, to pass lhe followlng resolullons as ordlnary rasolullons,wllh or wllhout

any modifications:

7. Authorlty To lsaue New Sharas
That pursuant to Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited,authority be given to the direclors of the Company to issue shares in lhe capitai of the Company ("Shares") whether by way of righls,bonus or otherwise, and/or make or granol lfers, agreements or options (collectively, "lnstruments") that might or would reQuire Shares to be issued, induding but not limitad to the craation end issue of (as wellas adjustments to) werrants,
debenlures or olher lnstruments convertlble lnto Shares alany tlme end upon such tarms and
condltlons and to such persons as lhe Dlreclors may, In lhelr absoluta dlscrallon, deem ftland (notwilhstanding the authority conferred by this resolution may have ceased to be in force) issue Shares in pursuance of any lnstrument made or granted by the Directors while this resolution is in force,provided thal:
(a) the aggregate number of Shares (including Shares to be issued in pursuance of lnstrumenls made or grented pursuanllo this resolution) doe& not exceed fifty percent (50%) of the total number of issued shares in lhe capitai of lhe Company at the time of lhe passing of this resolution,of which the aggregata number of Shares and convertible securities lo be lssued other lhan on a pro rata basls to ali shareholders of lhe Company (lndudlng Shares lo be issued in pursuance of lnstrumenls made or granled pursuantlo lhis resolulion) shall
noiexceed twenty percent (20%) of the total number of issued shares in the capitai of the
Company;
(b) for the purposeof detennining the aggregate number of Shares that may be issued under sub­ paregreph (a) above,lhe total number of iSIIuedsharea shall be based on the total number of issued shares of the Company as at the dale of the passing of this resolution,aftar adjusting for:
(l) new shares artslng from lhe converslon or exerclse of convertlble securttles;
(Il) new shares arlslng from exerclslng share optlons or vestlng of share awards oulstandlng or subsisting allhe lime lhis resolution is passed;and
(iii) any subseQuenbl onus issue,consolidalion or subdivision of shares;
(c) and lhalsuch authority shall, unlass revoked or varied by lhe Company in generaimeeting, continue in force (i) untilthe conclusion of the Company's next annusigeneraimeeting or the date by which the next annualgeneraimeeting of the Company is required by law to be held, whichever is eartier or (ii) in the case of Shares lo be isaued in accordance with the terms of convertible securities issued,made or grantadpursuant lo this resolution,untilthe issuance of such Shares in accordance with lhe terms of such convertible securities.
[See Explanatory Nole (i)] (ResoluOon 8)
8. Authorlty To AlloAl nd lssue Sharas Under The CFGL Share Awarda Schema
Thalauthority be given lo the Directors to alloland issue from time to lime such number of fully­ paid Shares as may be required to be issued pursuanllo lhe vesting of lhe awards under the CFGLShare Awards Scheme (the "Schema"),provided that the aggregate number of new Shares lo be issued pursuant to:
(a) the Schema, shall not exceed ten percent (10%) of the totalnumber of issued shares in the capitai of the Company as at the data of approvaiof the Schema by the shareholders of the Company (the "Shareholdars");and
(b) the Schema and any olhar share schema whlch tha Company may have In piace, shall not exceed fifleen percenl(15%) of the total number of issued shares in lhe capitai of lhe Company from lime lo lime.
[See Explanatory Nole (ii)] (ResoluOon 9)
9. Authorlty To Allot And lssue Sharas Under The CFGL Serip Dlvldend Schema
Thalauthority be given lo lhe Directors to allot and issue from lime to lime such number of new fully-paid Shares as may be raQuired lo be allotted and issued pursuant to the CFGL Scrip DMdend Schema (the ·scrip Dividend Schema").
[See Explanatory Nole (iii)] (Resolutlon 1O)
By Order of the Board
Yvonne Choo
Company Secretary
Singapore,January 3, 2014
Explanatory Notes:
(i) Ordinary Resolution 8, if passed,will empower lhe Directors from lha date of the above maeling until the date of the next annusigeneraimeeting of the Company,lo alloland issue Shares and convertible securities in the Company up to an amount not exceeding fifty percent (50%) of the total number of issued shares in the capitai of the Company,of which uplo twenty percen(l20%) may be issued other than on a pro-rata basis.
(ii) Ordinary Resolution 9,if passed,will empower the Directors lo allot and issue new fully-paid Shares pursuanllo the vesting of the awards under the Schema (which was approved by the Shareholders at 1he extraordinary generai meeting held on 30 Aprii 2007), provided that 1he aggregate number of Shares lo be lssued pursuanllo (a) tha Schema shall not axceed tan percenl(10%) of the total number of lssued shares In lha capitai of the Company as alhe date of approvaiof lhe Schema by the Shareholders and (b) tha Schema and any other share schema which the Company may have in piace,shall noiexceed fifteen percent (15%) of the lotalnumber of issued shares in the capitai of the Company from lime to time.
(iii)Ordinary Resolution 1O,if passed,will empower the Directors to allot and issue new fully-paid Shares pursuanlto the Serip DividendScheme, which was adopted by the Company in November 2009,to the Shareholders who,in respeclof aQualifying dividend,have electedlo receive theirdividends in the fonn of sharas in lieu of the cash amounol f lhat Qualifying dividend.
Notes:
1. A Shareholder is entitled lo appoint not more than lwo (2) proxies lo atlend end vote in hislher stead.A
proxy need not be a Member of the Company.
2. lf a depositar wishes lo appoint a proxy/proxiesloattendlhe AnnualGeneraiMeeting, then he/she musi complete and deposi!the Depositar Proxy Fonn althe office of the Company's Share Trensfer Agent in Singapore,B.A.C.S.Private Limitad at 63 Cantonment Road,Singapore 089758,not lass than forty­ eight (48) hours before the lime of the AnnusiGeneraiMeeting.
3. lf lhe depositar is a corporation,then the Depositar Proxy Form musibe executad under its common sealor the hend of its duly euthorised officar or ettomey end must be deposited et lhe offica of 1he Company's Share Transfer AgenlIn Slngapore, B.A.C.S. Private Llmltad al63 CantonmenlRoad, Singapore 089758, nollass lhan forty-eigh(l48) hours before the lime of 1he AnnusiGeneraiMeeting.

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