ASF GROUP LIMITED — Capital/Financing Update 2008

Sep 28, 2008

==> picture [117 x 34] intentionally omitted <==

ASF GROUP LIMITED

ABN 50 008 924 570 Bennelong Suite 2, 3B Macquarie Street Sydney, NSW 2000, Australia Telephone: (61 2) 9251 9088 Facsimile: (61 2) 9251 9066 www.asfgroupltd.com

29 September 2008

The Manager Company Announcements Australian Stock Exchange 20 Bridge Street Sydney 2000 Via: www.asx.online.com

Further Investment by Guangzhou Zhongsai Investment Consulting Co Ltd

ASF Group Limited ( ASX Code AFA ) is pleased to announce that under a subscription agreement (Agreement) announced on 25 June 2008 with Guangzhou Zhongsai Investment Consulting Co Ltd (‘Zhongsai’) an investment group in China, the termination date for which has been extended to 15 October 2008, further subscription monies amounting to $1,089,892 have been received.

The Company will issue and allot 9,082,441 ordinary shares at 12 cents per share to Zhongsai nominees in accordance with the terms of the Agreement in respect of the further subscription of $1,089,892.

The Company has now received a total of $1,289,892 from Zhongsai and its nominees pursuant to the Agreement.

The funds raised pursuant to the Agreement will be used for working capital purposes.

ASF Group Limited is successfully creating and conducting two way business and investment between Australia and China. Its activities and investments are in the following sectors:

• Resources

• Property;

• Travel

• Investment & Services

For further information contact:

Min Yang Chairman Ph: +612 92519088 Fax: +612 92519066 www.asfgroupltd.com

Appendix 3B New issue announcement

Pect thRule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

ASF GROUP LIMITED

ABN

50 008 924 570

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	� Fully Paid Ordinary
	� 9,082,441 fully paid ordinary shares
	� Fully paid ordinary shares ranking pari passu with existing shares

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in all respects from the date of allotment YES with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration Shares issued at 12c per share

• 6 Purpose of the issue (If issued as consideration for the To provide for additional working capital acquisition of assets, clearly identify those assets)

• 7 Dates of entering[+] securities into uncertificated holdings or despatch 29/09/2008 of certificates Number +Class

• 8 Number and +class of all +securities quoted on ASX ( including the securities in clause 97,748,176 Fully Paid Ordinary 2 if applicable)

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	Restricted Securities Total:92,522,495 Breakdown of Total escrowed shares: 92,522,495 Due 29/1/2010 24 months from re-instatement	Fully Paid ordinary
	No dividend policy has been established

Part 2 - Bonus issue or pro rata issue

Questions 11 to 33 are not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

(a) � Securities described in Part 1

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)
	Number	+Class

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

==> picture [377 x 101] intentionally omitted <==

----- Start of picture text -----

Sign here: ............................................................ Date: 29 September 2008
(Company secretary)
Print name: Tony Teng
----- End of picture text -----

== == == == ==

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5