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Fufeng Group Limited Capital/Financing Update 2009

Jun 22, 2009

49286_rns_2009-06-22_caf3bd5b-96e6-44a6-a255-bf61cecf704b.pdf

Capital/Financing Update

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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.

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Fufeng Group Limited 阜豐集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 546)

AMERICAN DEPOSITARY RECEIPT FACILITY

The Company has established an American Depositary Receipt facility.

This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The board of the directors (the “Board”) of Fufeng Group Limited (the “Company”, and together with its subsidiaries, the “Group”) wishes to inform the shareholders of the Company and investors that the Company has established a sponsored, unlisted American Depositary Receipt (“ADR”) facility, which has become effective on 19 June 2009.

An ADR is a negotiable receipt, resembling a stock certificate, that is issued by a United States (“U.S.”) depositary bank appointed by the Company to evidence one or more American Depositary Shares (“ADSs”), each of which represents 20 ordinary shares of the Company. In the form of facility adopted by the Company, the ADRs will be issued against ordinary shares trading on the Main Board of The Stock Exchange of Hong Kong Limited that have been deposited with a custodian bank under the facility. The ADRs will be traded in the U.S. over-the-counter market.

In connection with the establishment of the ADR facility, the Company has filed a registration statement with the U.S. Securities and Exchange Commission (the “SEC”), which become effective on 19 June 2009. The registration statement includes the form of deposit agreement (the “Deposit Agreement”) entered into by and among the Bank of New York Mellon as the depositary, the Company and the holders of ADRs and does not include information about the Company or its business which is not publicly available in Hong Kong. In order to establish the ADR facility, and as a continuing obligation thereafter, the Company is required to furnish to the SEC the same information that is required to be published in the Cayman Islands and Hong Kong as required by the applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

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The number of ADSs registered by the Company under the ADR facility is 50,000,000. The establishment of the ADR facility by the Company is not a new offering of shares and the ADRs are based on the shares of the Company currently in issue. Therefore, the Company receives no proceed from the establishment of the ADR facility. The main purpose and benefit of such an ADR is to increase liquidity of the Company’s shares in the Hong Kong and the U.S. and to provide an access to the U.S. capital market. Under the ADR facility, owners of the ADSs have the same rights to dividends and distributions and voting powers as the holders of ordinary shares of the Company subject, however, to enforcement procedures provided in the Deposit Agreement.

The board of directors of the Company believes that the ADR facility will provide the Company with a measure of exposure to the U.S. capital market, at a minimal cost financially and in terms of maintenance effort.

By order of the Board Fufeng Group Limited Li Xuechun Chairman

Shandong, the PRC 22 June 2009

As at the date of this announcement, the executive directors of the Company are Mr. Li Xuechun, Mr. Wang Longxiang, Mr. Wu Xindong, Mr. Feng Zhenquan, Mr. Xu Guohua, Mr. Li Deheng, Ms. Li Hongyu and Mr. Gong Qingli and the independent non-executive directors of the Company are Mr. Choi Tze Kit, Sammy, Mr. Chen Ning and Mr. Liang Wenjun.

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