Fufeng Group Limited — Capital/Financing Update 2012

Nov 30, 2012

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 for information only and is not an offer to sell or the solicitation of an offer to buy securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. This announcement is not an offer of securities for sale in the United States or to any U.S. person. Neither this announcement nor any copy hereof may be taken into or distributed in the United States or to any U.S. person. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to any U.S. person absent registration or an exemption from registration. The Company does not intend to register any of the securities in the United States.

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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)

REPURCHASE AND SETTLEMENT OF CONVERTIBLE BONDS

REPURCHASE AND SETTLEMENT OF CONVERTIBLE BONDS

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules.

Reference is made to the announcements of the Company dated 12 November 2012 and 26 November 2012 in relation to the commencement (the “ Commencement Announcement ”) and results (the “ Results Announcement ”) respectively of the Tender Offer. The Company wishes to announce that it has accepted for payment and repurchased RMB747,800,000 in principal amount of its outstanding RMB denominated USD settled 4.5% Convertible Bonds due 2015 (ISIN: XS0498161628) for cash, representing approximately 80.5% of the total aggregate principal amount of the Convertible Bonds outstanding.

Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules.

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Reference is made to the Commencement Announcement of the Company dated 12 November 2012 and the Results Announcement of the Company dated 26 November 2012. The Company wishes to announce that it has accepted for payment and repurchased RMB747,800,000 in principal amount of its outstanding RMB denominated USD settled 4.5% Convertible Bonds due 2015 (ISIN: XS0498161628) for cash, representing approximately 80.5% of the total aggregate principal amount of the Convertible Bonds outstanding. Capitalized terms used and not otherwise defined in this announcement have the meanings ascribed to them in the Commencement Announcement and Results Announcement.

REPURCHASE AND SETTLEMENT

The Company wishes to announce that it has accepted for payment and repurchased RMB747,800,000 in principal amount of its outstanding RMB denominated USD settled 4.5% Convertible Bonds due 2015 (ISIN: XS0498161628) for cash, representing approximately 80.5% of the total aggregate principal amount of the Convertible Bonds outstanding.

Convertible Bonds repurchased by the Company with respect to the Tender Offer will be cancelled and will not be re-issued or re-sold. Following the repurchase and settlement of the Tender Offer, there will be RMB181,200,000 in principal amount of the Convertible Bonds outstanding.

The Company has paid or procured payment to each holder of the Convertible Bonds an amount in cash equal to the relevant Tender Consideration in respect of each RMB100,000 in principal amount of Convertible Bonds tendered and delivered by such holders and accepted for repurchase by the Company. The payment of the Tender Consideration has been settled in USD.

The aggregate amount to be paid by the Company to the holders of the Convertible Bonds for the repurchase of the Convertible Bonds tendered pursuant to the Tender Offer is USD119,729,652.07.

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DEFINITIONS

In this announcement, the following expression shall have the meanings set out below unless the context requires otherwise:

• “Accrued Interest” accrued and unpaid interest on the Convertible Bonds from and including the immediately preceding interest payment date for such Convertible Bonds up to but excluding the Settlement Date

• “Company” Fufeng Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange

• “Convertible Bonds” the RMB1,025,000,000 USD settled 4.5% Convertible Bonds due 2015 issued by the Company bearing ISIN: XS0498161628 and listed on the Singapore Exchange Securities Trading Limited

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Modified Dutch Auction the procedure for determining the Purchase Price for the Procedure” Convertible Bonds. Under the Modified Dutch Auction Procedure, subject to the offer restrictions set out in the Tender Offer Memorandum, the holders of the Convertible Bonds are invited to tender some or all of their Convertible Bonds at not less than a minimum purchase price of 98% of the principal amount of the Convertible Bonds tendered by such holder

• “PRC” the People’s Republic of China “Purchase Price” the price to be paid by the Company for each RMB100,000 in aggregate principal amount of Convertible Bonds validly submitted for tender and accepted for repurchase pursuant to the terms and conditions of the Tender Offer as set out in the Tender Offer Memorandum, as calculated in accordance with the Modified Dutch Auction Procedure

• “RMB” Renminbi yuan, the lawful currency of the PRC “Stock Exchange” The Stock Exchange of Hong Kong Limited

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“Tender Consideration” an amount in cash equal to the Purchase Price for the relevant Convertible Bond multiplied by each RMB100,000 in principal amount of Convertible Bonds tendered by the holder and accepted by the Company for repurchase, plus Accrued Interest

• “Tender Offer” the invitation by the Company to the holders of the Convertible Bonds to tender their Convertible Bonds for repurchase by the Company upon terms and conditions set out in the Tender Offer Memorandum

• “Tender Offer a tender offer memorandum dated 12 November 2012 made Memorandum” available to the holders of the Convertible Bonds in connection with the Tender Offer

• “USD” United States dollar, the lawful currency of the United States of America

• “%” per cent

By order of the board Fufeng Group Limited Li Xuechun Chairman

Hong Kong, 30 November 2012

As at the date of this announcement, the executive directors of the Company are Mr. Li Xuechun, Mr. Wang Longxiang, Mr. Feng Zhenquan, Mr. Xu Guohua, Mr. Li Deheng, Mr. Chen Yuan and Mr. Li Guangyu 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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