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ASF GROUP LIMITED Capital/Financing Update 2013

Jun 23, 2013

64323_rns_2013-06-23_e207e197-b096-4c28-b5f3-ac02a7bd5ddd.pdf

Capital/Financing Update

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ASF GROUP LIMITED

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

24 June 2013

The Manager Company Announcements Australian Stock Exchange Ltd 20 Bridge Street Sydney 2000 via: www.asxonline.com

Dear Sir/Madam

ASF Resources Limited - Share Buyback

ASF Group Limited (“ASF”) wishes to announce that ASF Resources Limited (“ASFR”) has re-purchased 81,818,182 fully paid ordinary ASFR shares representing the 45% interest in ASFR previously held by Longluck Investment (Australia) Pty Ltd (“Longluck”) for A$5,500,000 (“ASFR Buy-back”). The shares re-purchased under the ASFR Buyback have been cancelled in accordance with the Corporations Act 2001 (Cth) and the ASFR Shareholders Agreement has been terminated, relieving ASF of any further commercial and financial obligations under that agreement.

Set out below is a table showing the shareholding structures of ASFR before and after the ASFR Buy-back:

Shareholder Number of % of shares Number of % of shares
shares before before ASFR shares after after ASFR
**ASFR Buy-back ** **Buy-back ** ASFR Buy-back **Buy-back **
Longluck Investment
(Australia)PtyLtd 81,818,182 45% 0 0%
ASF Group
Limited 89,000,000 48.95% 89,000,000 89%
Yongbin International
Holdings Limited 11,000,000 6.05% 11,000,000 11%
Total 181,818,182 100% 100,000,000 100%

The consideration for the ASFR Buy-back was funded from the internal available cash resources of ASFR. Representatives of Longluck on the Board of Directors of ASFR have resigned.

As a result of the ASFR Buy-back, it is anticipated that a significant accounting loss will be brought to account, adversely affecting the financial result of ASF for the year ending 30 June 2013. Also the carrying value of ASFR in the Company’s financial statements

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as at 30 June 2013 will be re-assessed by the Board after taking into account the ASFR Buy-back transaction.

As a consequence of the termination of the ASFR Shareholders Agreement there is no longer an obligation on ASF to demerge ASFR and seek its listing as previously announced. The prospect of a potential demerger of ASFR may be considered at some stage in the future.

Information about ASF

ASF is unique among ASX-listed public companies in Australia as a creator and facilitator of two-way cross-border investments, trade and funds management between China and Australia. Since its transformation into a Sino-Australian investment and trading house in 2006, ASF has focused principally on the identification, incubation and realisation of embryonic opportunities across various industries.

William Kuan Company Secretary Ph: +612 9251 9088 Fax: +612 9251 9066

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