Fufeng Group Limited — Capital/Financing Update 2012

Nov 11, 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)

COMMENCEMENT OF TENDER OFFER TO PURCHASE CONVERTIBLE BONDS

INVITATION TO TENDER FOR REPURCHASE OF CONVERTIBLE BONDS

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

On 12 November 2012, the Company commenced the Tender Offer to purchase, in an aggregate principal amount to be determined by the Company at the end of the Tender Offer Period, its outstanding RMB denominated USD settled 4.5% Convertible Bonds due 2015 (ISIN: XS0498161628) for cash, pursuant to a Modified Dutch Auction Procedure as set out in, and subject to the terms and conditions described in, the Tender Offer Memorandum. As at the date hereof, the aggregate outstanding principal amount of the Convertible Bonds is RMB929,000,000. The Convertible Bonds are listed on the SGX-ST.

The Company has made available today, through the tender agent, to the holders of the Convertible Bonds the Tender Offer Memorandum. The Tender Offer Memorandum sets out, among other things, the terms and conditions of the Tender Offer.

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The Invitation to Tender is being made as part of the Company’s commitment to actively manage its balance sheet.

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

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

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.

BACKGROUND

In April 2010, the Company issued an aggregate principal amount of RMB1,025,000,000 USD settled 4.5% Convertible Bonds due 2015 (ISIN: XS0498161628), which are convertible into ordinary shares of the Company. The holders of the Convertible Bonds have the right to require the Company to redeem on 1 April 2013 all or some only of the Convertible Bonds held by them at a redemption price equal to the USD equivalent of the RMB principal amount of the Convertible Bonds to be so redeemed, together with accrued but unpaid interest to the date fixed for redemption. Unless previously redeemed, converted or purchased and cancelled in the circumstances referred to in the terms and conditions of the Convertible Bonds, the Company will redeem each Convertible Bond at the USD equivalent of its RMB principal amount, together with accrued but unpaid interest, on 1 April 2015.

Reference is made to the announcement of the Company dated 15 October 2012 in relation to the repurchase by the Company of Convertible Bonds of an aggregate principal amount of RMB96,000,000 by way of an over-the-counter purchase. As at the date hereof, the aggregate outstanding principal amount of the Convertible Bonds is RMB929,000,000. The Convertible Bonds are listed on the SGX-ST.

INVITATION TO TENDER

The Company intends to invite holders of the Convertible Bonds, subject to the offer restrictions described in the Tender Offer Memorandum, to tender their Convertible Bonds for repurchase by the Company for cash.

The Company has made available today, through the tender agent, to the holders of the Convertible Bonds the Tender Offer Memorandum. The Tender Offer Memorandum sets out, among other things, the terms and conditions of the Tender Offer. The Invitation to Tender is being made as part of the Company’s commitment to actively manage its balance sheet.

The Tender Offer commences on 12 November 2012 and will end at 4:59 p.m. (Central European time)/11:59 p.m. (Hong Kong time) on 22 November 2012, unless extended by the Company as provided in the Tender Offer Memorandum, in which case an announcement to that effect will be made by the tender agent or the dealer manager on behalf of the Company.

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The Purchase Price payable by the Company for each principal amount of RMB100,000 of the Convertible Bonds validly tendered and accepted by it for repurchase pursuant to the Tender Offer, will be determined pursuant to a Modified Dutch Auction Procedure, as described in the Tender Offer Memorandum. The Purchase Price shall not be greater than the Maximum Purchase Price and shall not be less than the Minimum Purchase Price.

The holders of the Convertible Bonds may submit offers to sell in the form of either a Competitive Offer or a Non-Competitive Offer.

Convertible Bonds repurchased by the Company pursuant to the Tender Offer will be cancelled and will not be re-issued or re-sold. Convertible Bonds which have not been validly submitted and accepted for tender pursuant to the Tender Offer will remain outstanding.

It is currently envisaged that the final results of the Tender Offer will be announced no later than 1:00 a.m. (Central European time)/8:00 a.m. (Hong Kong time) on 26 November 2012. The Company will announce the Purchase Price, the Accrued Interest and the Tender Consideration for the Convertible Bonds accepted by the Company for purchase pursuant to the Tender Offer and the aggregate principal amount of Convertible Bonds so accepted for purchase.

The Settlement Date for the Tender Offer is expected to be no later than 30 November 2012 subject to the right of the Company to extend, amend or terminate the Invitation to Tender. The Tender Offer will be funded from the proceeds of a USD facility agreement entered into by the Company, as borrower, with a syndicate of banks on 12 November 2012 (the “Loan Facility”) and/or internal resources of the Company. The proceeds of the Loan Facility may be used solely for the purpose of purchasing Convertible Bonds. The Loan Facility is available only for a period of two months commencing on 12 November 2012.

The Loan Facility is arranged by Deutsche Bank AG, Singapore Branch and Standard Chartered Bank (Hong Kong) Limited with Deutsche Bank acting as the facility agent and DB Trustees acting as the security trustee.

The Company reserves the right, in its sole and absolute discretion, not to accept any offers under the Tender Offer for any reason. In addition, notwithstanding any other provisions of the Tender Offer, the Tender Offer is conditional upon there not having been threatened, instituted or pending any action or proceeding before any court or governmental, regulatory or administrative body that: (1) makes or seeks to make illegal the acceptance of payment of, or payment for, any of the Convertible Bonds pursuant to the Tender Offer; (2) would or might result in a delay in, or restrict, the ability of the Company to accept for payment or pay for any of the Convertible Bonds; or (3) imposes or seeks to impose limitations on the ability of the Company to purchase the Convertible Bonds.

The Company will from time to time issue announcements to inform the shareholders of the Company and potential investors of the progress of the Tender Offer as and when necessary pursuant to the Listing Rules and other relevant rules and regulations.

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The Invitation to Tender is not being made to, and any offers to tender Convertible Bonds pursuant to the Invitation to Tender will not be accepted from, or on behalf of, holders of the Convertible Bonds in any jurisdiction in which the making of such Invitation to Tender would not be in compliance with the laws or regulations of such jurisdiction. In particular, U.S. persons (as defined in Regulation S under the United States Securities Act of 1933) and persons located or resident in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States or the District of Columbia (the United States) may not participate in the Invitation to Tender. Restrictions on participation in the Tender Offer also apply in the United Kingdom, Republic of Italy, Belgium and France and may apply in other jurisdictions.

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

• “Competitive Offer” the price that a holder of Convertible Bonds would be willing to accept as the Purchase Price, in an amount equal to 98%, 98.5%, 99%, 99.5% or 100% of the principal amount of such Convertible Bonds and the principal amount of Convertible Bonds, in increments of RMB100,000 that the relevant holder is tendering

• “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

• “DB Trustees” DB Trustees (Hong Kong) Limited

• “Deutsche Bank” Deutsche Bank AG, Hong Kong Branch

“Invitation to Tender” the invitation by the Company to the holders of the Convertible Bonds to tender the Convertible Bonds for purchase by the Company for cash upon the terms and conditions set forth in the Tender Offer Memorandum

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“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “Maximum Purchase Price”

• 100% of the principal amount of the Convertible Bonds

• “Minimum Purchase Price”

• 98% of the principal amount of Convertible Bonds

• “Modified Dutch Auction Procedure”

the procedure for determining the Purchase Price for the 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 or 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

• “Non-Competitive Offer”

• an offer to sell made by a holder of Convertible Bonds that does not specify a particular price. Non-Competitive Offers must state the principal amount of Convertible Bonds, in increments of RMB100,000 that the relevant holder is tendering

• “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 purchase 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

• “Settlement Date” 30 November 2012

• “SGX-ST”

Singapore Exchanges Securities Trading Limited

• “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 purchase, plus Accrued Interest

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

“Tender Offer Period” the period beginning on 12 November 2012 and expiring at 4:59 p.m. (Central European time)/11:59 p.m. (Hong Kong time) on 22 November 2012, unless extended by the Company as described in the Tender Offer Memorandum

“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, 12 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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