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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.



CHANGFENG AXLE (CHINA) COMPANY LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1039) GRANT OF AWARDED SHARES PURSUANT TO THE SHARE AWARD SCHEME

Reference is made to the announcements of Changfeng Axle (China) Company Limited (the "Company") dated 10 February 2012 and 9 October 2013 (the "Announcements") relating to the adoption of the Share Award Scheme (the "Scheme") by the Company. Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings ascribed to them in the Announcements.
Since the adoption of the Scheme and up to the date of this announcement, a total of 2,832,000 Shares had been purchased by the Trustee on the Stock Exchange and such Shares are being held by the Trustee for the purpose of satisfying any awarded Shares to be made by the Executive Committee.
On 25 March 2015, the Executive Committee resolved to grant an aggregate of 2,832,000 Shares (the "Awarded Shares") to Mr. Lai Fengcai, the chief executive officer of the Company, as Selected Employee (the "Awardee") pursuant to the Scheme. The Awarded Shares shall vest in the Awardee on
27 March 2015 subject to the Scheme Rules. Once vested and at the request of the Executive Committee, the Awarded Shares shall be transferred by the Trustee to the Awardee for nil consideration.
The Awarded Shares represent approximately 0.18% of the issued Shares of the Company as at the date of this announcement. Based on the average closing price of HK$0.808 per Share as stated in the daily quotations sheets issued by the Stock Exchange for the five business days before 25 March 2015, being the date on which the Awarded Shares were granted, the value of the Awarded Shares is approximately HK$2,288,256 The Awarded Shares have been purchased and are currently held by the Trustee in accordance with the Scheme Rules and subject to the terms of the Trust Deed. Other than the Awarded
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Shares described above, the Company has not granted any Awarded Shares pursuant to the Scheme since its adoption. Such grant of Awarded Shares was recommended by the Remuneration Committee of the Company and forms part of his remuneration packages and is exempt from the reporting, announcement and independent shareholders' approval requirements under Listing Rules.
By Order of the Board

Changfeng Axle (China) Company Limited Mr. Cheng Jerome

Chairman

Hong Kong, 25 March 2015

As at the date of this announcement, the executive Directors of the Company are Mr. Cheng Jerome, Ms. Wu Ching and Mr. Yuan Weitao; the non-executive Directors of the Company are Ms. Dong Ying, Dorothy, Mr. Feng Xiaohui and Mrs. Guo Yan; and the independent non-executive Directors of the Company are Mr. Wong Chi Keung, Mr. Liu Erhfei and Mr. Chan Chi Keung Alan.

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