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. (Incorporated in Bermuda with limited liability) (Stock Code: 506) CHANGE OF NON-EXECUTIVE DIRECTOR AND REMUNERATION COMMITTEE MEMBER The board of directors (the “Board”) of China Foods Limited (the “Company”) announces that: 1) Mr. Wang Zhiying has been appointed as a non-executive director of the Company and a member of remuneration committee of the Board (the “Remuneration Committee”) with effect from 10 November 2014; and 2) Mr. Chi Jingtao has tendered his resignation as a non-executive director of the Company and ceased to be a member of Remuneration Committee with effect from 10 November 2014. APPOINTMENT OF NON-EXECUTIVE REMUNERATION COMMITTEE DIRECTOR AND MEMBER OF The Board announces that Mr. Wang Zhiying (“Mr. Wang”) has been appointed as a non-executive director of the Company and a member of Remuneration Committee with effect from 10 November 2014. 1 PARTICULARS OF MR. WANG ZHIYING Mr. Wang, aged 44, is currently the head of human resources of COFCO Corporation (“COFCO”). Mr. Wang joined COFCO group in September 2009 and was as a deputy general manager of the Company, with responsibility for strategy management, food safety, production safety, and innovation, research and development, from September 2009 to February 2011. Mr. Wang also acted as an executive director and then a non-executive director of the Company during the period from April 2010 to March 2011. Mr. Wang was a non-executive director of China Agri-Industries Holdings Limited (“China Agri”, an associated corporation of the Company), a listed company in Hong Kong, until 10 November, 2014. Prior to joining COFCO group, Mr. Wang worked in China Agricultural University and a government department in the areas of training and education, human resources development, project management and general management and involved in various human resources development and talent development projects and in charge of the planning, design and management of various education institutions. Mr. Wang has extensive experience in organization development, talent development, strategy planning, project management and general management. Mr. Wang holds a Bachelor of Arts degree in Sociology from Peking University and an Executive Master of Business Administration (EMBA) from China Europe International Business School. Save as disclosed above, Mr. Wang does not have any other relationship with any directors, senior management, or substantial shareholders or controlling shareholders of the Company, and has not held any directorship in other listed companies in the last three years. According to an appointment letter entered into between Mr. Wang and the Company, Mr. Wang is appointed for a term of three years commencing from 11 November, 2014 and subject to termination by giving three months’ prior written notice. Mr. Wang is not entitled to any remuneration unless otherwise shall be determined by the Board based on the recommendation of the Remuneration Committee with reference to the Company’s remuneration policy. Mr. Wang shall hold office until the first general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting in accordance with the Bye-laws (the “Bye-laws”). Mr. Wang is also subject to the provisions on retirement by rotation and re-election of directors in accordance with the Bye-laws. As at the date of this announcement, Mr. Wang has personal interests in 39,000 shares of China Agri and in 583,000 underlying shares under the share options of China Agri within the meaning of Part XV of the Securities and Futures Ordinance. RESIGNATION OF NON-EXECUTIVE REMUNERATION COMMITTEE DIRECTOR AND MEMBER OF The Board of the Company also announces that Mr. Chi Jingtao (“Mr. Chi”) has tendered his resignation as a non-executive director of the Company and ceased to be a member of Remuneration Committee all with effect from 10 November 2014 due to his other business engagement which requires more of his time and dedication. 2 OTHER INFORMATION Mr. Chi has confirmed that he has no disagreement with the Board. Save as disclosed above, there is no other matter relating to the aforesaid resignation of Mr. Chi and appointment of Mr. Wang that needs to be brought to the attention of the shareholders of the Company, nor any other information which is required to be disclosed pursuant to any of the requirements set out in Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The Board would like to take this opportunity to express its gratitude to Mr. Chi for his valuable contributions to the Company during his tenure and express its warm welcome to Mr. Wang for joining the Board. By order of the Board China Foods Limited Yu Xubo Chairman Beijing, 10 November 2014 As at the date of this announcement, the Board comprises: Mr. Yu Xubo as the chairman of the Board and a non-executive director; Mr. Jiang Guojin, Ms. Wu Wenting and Mr. Lu Xiaohui as executive directors; Mr. Ning Gaoning, Ms. Liu Ding, Mr. Ma Jianping and Mr. Wang Zhiying as non-executive directors; and Messrs. Stephen Edward Clark, Paul Kenneth Etchells, Li Hung Kwan, Alfred and Yuen Tin Fan, Francis as independent non-executive directors. 3