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Appointment of Independent Non-Executive Director

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Appointment of Independent Non-Executive Director 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: 494) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR The board (the “Board”) of directors (“Directors”) of Li & Fung Limited (the “Company”) announces that Mrs. Margaret Leung Ko May Yee has been appointed as an Independent Non-executive Director and a member of the Audit Committee of the Company with effect from 1 April 2013. Mrs. Leung, aged 60, was the vice-chairman and chief executive of Hang Seng Bank Limited, chairman of Hang Seng Bank (China) Limited, a director of various subsidiaries of Hang Seng Bank Limited, a director of The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) and the Group General Manager of HSBC Holdings plc (“HSBC Holdings”) prior to her retirement from the HSBC group in June 2012 after 34 years of services. The aforesaid entities of the Hang Seng group and HSBC are subsidiaries of HSBC Holdings (collectively, the “HSBC Subsidiaries”). HSBC Trustee (C.I.) Limited (“HSBC Trustee”) is the trustee of a trust established for the benefit of the family members of Dr. Victor Fung Kwok King (the “Trust”), the Honorary Chairman of the Company, and HSBC Trustee is a wholly-owned subsidiary of HSBC Holdings. As at the date hereof, King Lun Holdings Limited is directly and indirectly interested in approximately 28% in the Company. King Lun Holdings Limited is owned as to 50% by HSBC Trustee (as trustee of the Trust) and as to 50% by Dr. William Fung Kwok Lun. Mrs. Leung is currently an independent non-executive director of First Pacific Company Limited and Sun Hung Kai Properties Limited. She was an independent non-executive director of Swire Pacific Limited (2008-2012) and Hutchison Whampoa Limited (2009-2012). She holds a Bachelor’s Degree in Economics, Accounting and Business Administration from The University of Hong Kong. Save as disclosed above, Mrs. Leung has not held any other directorship in other listed public companies in the last three years and does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company, nor does she have any interest in the shares of the Company which is required to be disclosed pursuant to Part XV of the Securities and Futures Ordinance. Under the service contract between the Company and Mrs. Leung, she is appointed for a specific term of 3 years and will be subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the bye-laws of the Company. The director’s fee under the service contract is HK$160,000 per annum, and Mrs. Leung is also entitled to an additional annual fee of HK$100,000 for acting as a member of the Audit Committee. Such fees are subject to regular assessment with reference to remuneration surveys conducted by independent external consultants and approval of the shareholders at the annual general meeting. - 1 - Notwithstanding Mrs. Leung’s previous executive role or directorships in HSBC Holdings and the HSBC Subsidiaries, the Company is of the view that Mrs. Leung still meets the independence guidelines set out in Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) for the following reasons: (i) Mrs. Leung has not been involved in the business operation of HSBC Trustee, and could not control the decision making process of HSBC Trustee in relation to the exercise of its voting rights attaching to the shares in the Company; and (ii) HSBC Holdings and/or the HSBC Subsidiaries cannot exert influence or exercise power over HSBC Trustee regarding the voting rights of the shares in the Company on the ground that HSBC Trustee, in its capacity as trustee of the Trust, operates independently from HSBC Holdings and/or the HSBC subsidiaries. Save as disclosed above, there is no other matter that needs to be brought to the attention of the shareholders and there is no information to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. As at the date of this announcement, the Board comprises the following Directors: Non-executive Directors: Executive Directors: Victor Fung Kwok King William Fung Kwok Lun (Group Chairman) (Honorary Chairman) Bruce Philip Rockowitz (Group President & Paul Edward Selway-Swift* Chief Executive Officer) Allan Wong Chi Yun* Spencer Theodore Fung Franklin Warren McFarlan* (Group Chief Operating Officer) Martin Tang Yue Nien* Benedict Chang Yew Teck Fu Yuning* * Independent Non-executive Directors By Order of the Board William FUNG Kwok Lun Group Chairman Hong Kong, 21 March 2013 Websites: www.lifung.com www.irasia.com/listco/hk/lifung - 2 - .
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