Fufeng Group Limited — Capital/Financing Update 2012

Nov 25, 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.

==> picture [74 x 58] intentionally omitted <==

Fufeng Group Limited 阜豐集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 546)

RESULTS OF TENDER OFFER TO REPURCHASE CONVERTIBLE BONDS

RESULTS OF TENDER OFFER TO REPURCHASE CONVERTIBLE BONDS

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

Reference is made to the announcement of the Company dated 12 November 2012 in relation to the commencement of the Tender Offer. The Company wishes to announce the results of the Tender Offer to repurchase its outstanding RMB denominated USD settled 4.5% Convertible Bonds due 2015 (ISIN: XS0498161628) for cash, which commenced on 12 November 2012 and expired at 11:59 p.m. (Hong Kong time) on 22 November 2012 (the “ Expiration Deadline ”).

The Company wishes to announce that, as of the Expiration Deadline, RMB747,800,000 of the principal amount of the Convertible Bonds, representing approximately 80.5% of the total aggregate principal amount of the Convertible Bonds outstanding, had been validly tendered and not been withdrawn, (the “ Tendered Bonds ”). The Company also wishes to announce that it has accepted for repurchase all of the Tendered Bonds.

Deutsche Bank acted as the sole dealer manager and tender agent to the Tender Offer.

Standard Chartered Bank acted as the sole financial advisor to the Company in relation to the Tender Offer.

– 1 –

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.

Reference is made to the announcement of the Company dated 12 November 2012 in relation to the commencement of the Tender Offer (the “ Commencement Announcement ”). The Company wishes to announce the results of the Tender Offer to repurchase its outstanding RMB denominated USD settled 4.5% Convertible Bonds due 2015 (ISIN: XS0498161628) for cash, which commenced on 12 November 2012. Capitalized terms used and not otherwise defined in this announcement have the meanings ascribed to them in the Commencement Announcement.

RESULTS

The Tender Offer expired at 11:59 p.m. (Hong Kong time) on 22 November 2012.

The Company wishes to announce that, as of the Expiration Deadline, RMB747,800,000 of the principal amount of the Convertible Bonds, representing approximately 80.5% of the total aggregate principal amount of the Convertible Bonds outstanding, had been validly tendered and not been withdrawn. The Company also wishes to announce that it has accepted for repurchase all of the Tendered Bonds.

Since the aggregate outstanding principal amount of the Convertible Bonds was RMB929,000,000 prior to the commencement of the Tender Offer, following the settlement of the Tender Offer, there will be RMB181,200,000 in principal amount of Convertible Bonds outstanding.

As set out in the Commencement Announcement, holders of the Convertible Bonds who validly tendered and did not withdraw their Convertible Bonds on or before the Expiration Deadline will be eligible to receive the Purchase Price plus Accrued Interest.

The Tender Consideration payable in respect of each RMB100,000 in principal amount of Convertible Bonds validly submitted for tender and accepted for repurchase by the Company is RMB100,737.50, which is equal to the Purchase Price of RMB100,000 for each RMB100,000 in principal amount of Convertible Bonds tendered by the holder of the Convertible Bonds and accepted for repurchase by the Company plus Accrued Interest of RMB737.50 in respect of each RMB100,000 in principal amount of Convertible Bonds. The Tender Offer Consideration shall be payable in U.S. dollar, in an amount converted into U.S. dollar using the Tender Offer Exchange Rate, resulting in a cash payment to Bondholders of USD16,010.92 (rounded up to the nearest two decimal places) in respect of each RMB100,000 in principal amount of Convertible Bonds repurchased.

The aggregate amount to be paid by the Company to Bondholders for the repurchase of the Convertible Bonds tendered pursuant to the Tender Offer is USD119,729,652.07. The Tender Offer is expected to be settled on or about 30 November 2012.

– 2 –

Deutsche Bank acted as the sole dealer manager and tender agent to the Tender Offer.

Standard Chartered Bank acted as the sole financial advisor to the Company in relation to the Tender Offer.

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
“Bondholders”	the holders of the Convertible Bonds validly submitted for
	tender and accepted for repurchase by the Company
“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 SGX-ST
“Deutsche Bank”	Deutsche Bank AG, Hong Kong Branch
“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

– 3 –

“RMB” Renminbi yuan, the lawful currency of the PRC “Settlement Date” 30 November 2012 “Stock Exchange” The Stock Exchange of Hong Kong Limited “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 the amount of Renminbi per one U.S. dollar, using the CNY Exchange Rate” NDF fixing price released by China Foreign Exchange Trading System for 22 November 2012 (available on Bloomberg at “CNYM USD Index”)

• “Tender Offer Memorandum” a tender offer memorandum dated 12 November 2012 made 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, 26 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.

– 4 –