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Fufeng Group Limited Capital/Financing Update 2010

Apr 22, 2010

49286_rns_2010-04-21_1972e83b-434a-4456-afcd-83791c49859a.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.

This announcement is not an offer to sell or the solicitation of an offer to buy any securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in the United States.

The information contained in this announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Bonds mentioned herein have not been, and will not be, registered under the Securities Act. The Bonds may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act. The offering is not being made in the United States to U.S. persons.

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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)

EXERCISE OF UPSIZE OPTION OF RMB205.0 MILLION IN AGGREGATE AMOUNT OF RMB DENOMINATED USD SETTLED 4.5% CONVERTIBLE BONDS DUE 2015 ISSUED AT 106%

Reference is made to the announcements of Fufeng Group Limited (the “ Company ”) dated 26 March 2010 and 1 April 2010 in relation to the issue of the Firm Bonds (the “ Announcements ”). Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements unless otherwise stated.

Further to the Announcements, the Board is pleased to announce that on 21 April 2010, the Joint Lead Managers have exercised the Option in full for RMB205.0 million (equivalent to approximately US$30.0 million) in principal amount of Option Bonds, bringing the total issue size to RMB1,025.0 million (equivalent to approximately US$150.1 million) in aggregate principal amount of Bonds when the Option Bonds are issued on the option closing date, which is expected to be 26 April 2010 (the “ Option Closing Date ”). The Company has consented to the exercise of the Option.

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Save as set out below, the Option Bonds will be on the same terms, and will rank pari passu with, the Firm Bonds:

Issue price:

106% of the RMB principal amount of the Bonds (including interest accrued from the Closing Date to the Option Closing Date)

Subscription Price:

The subscription amount payable in respect of each Option Bond on the Option Closing Date is approximately US$15,527.95 based on an exchange rate of RMB6.83 to US$1.00.

The gross proceeds from the issue of the Option Bonds is approximately US$31.8 million. The total expenses and commissions amount to approximately US$0.6 million. The Company will receive net proceeds in the amount of US$31.2 million from the issue of the Option Bonds. The proceeds will be used in the manner described by the Company in its announcement dated 26 March 2010.

As the closing of the Option Bonds is still subject to the satisfaction of the conditions precedent set out in the Subscription Agreement, Shareholders and prospective investors are advised to exercise caution when dealing in the Shares.

By Order of the Board Fufeng Group Limited Li Xuechun Chairman

Hong Kong, 22 April 2010

As at the date of this announcement, the Board comprises: (1) Mr. Li Xuechun, Mr. Wang Longxiang, Mr. Feng Zhenquan, Mr. Xu Guohua, Mr. Li Deheng, Mr. Gong Qingli and Mr. Li Guangyu as executive Directors; (2) Mr. Choi Tze Kit, Sammy, Mr. Chen Ning and Mr. Liang Wenjun as independent non-executive Directors.

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