Fufeng Group Limited — Capital/Financing Update 2013

Apr 9, 2013

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)

ANNOUNCEMENT IN RELATION TO ISSUE OF DOMESTIC MEDIUM TERM NOTES IN THE PRC BY NEIMENGGU FUFENG BIOTECHNOLOGIES CO., LTD. A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY AND

SUMMARY OF THE UNAUDITED FINANCIAL INFORMATION FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2012 OF NEIMENGGU FUFENG BIOTECHNOLOGIES CO., LTD.

This announcement is made by Fufeng Group Limited pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”) and Inside Information Provisions under Part XIVA of the SFO.

The Board is pleased to announce that upon the re-examination of certain information preserved in the relevant announcements published by the Issuer as stated in the Announcement, the Issuer, a wholly-owned subsidiary of the Company incorporated in the PRC, has resolved to issue to the Medium Term Notes of an aggregate principal amount of up to RMB1.2 billion with a maturity term of three years from the respective date of issuance. The first tranche of the Medium Term Notes in a principal amount of RMB600 million is planned to be issued on or about 19 April 2013.

The net proceeds from the first tranche of the Medium Term Notes will be used for repayment of bank loans and as general working capital of the Issuer and its subsidiaries.

This announcement is made by Fufeng Group Limited pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”) and Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong) (the “SFO”).

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Reference is made to the announcement of the Company dated 30 January 2013 regarding the postponement of the issue of domestic Medium Term Notes in the PRC by Neimenggu Fufeng Biotechnologies Co., Ltd. (“Neimenggu Fufeng”), a wholly-owned subsidiary of the Company (the “Announcement”). Unless otherwise defined, all capitalized terms shall bear the same meanings as in the Announcement.

As stated in the Announcement, upon the re-examination of certain information presented in the relevant announcements published by Neigmengu Fufeng in relation to the issue, the registration of the three years domestic medium term notes (the “Medium Term Notes”) proposed to be issued by Neimenggu Fufeng, with a registered amount of up to RMB1.2 billion, is now effective for a period of two years from 29 March 2013.

The Board is pleased to announce that the Issuer has resolved to issue the Medium Term Notes of an aggregate registered amount of up to RMB1.2 billion with a maturity term of three years from the respective date of issuance. The first tranche of the Medium Term Notes for a principal amount of RMB600 million is planned to be issued on or about 19 April 2013. The Medium Term Notes is unsecured and will be issued by way of bookbuilding and in particular, through a placing process. The interest rate for the first tranche of the Medium Term Notes will be determined at the end of the subscription period through bookbuilding and placing processes.

The Medium Term Notes will need to be underwritten by qualified financial institutions in the PRC and be issued to financial market institutional investors in the PRC (other than those who are restricted from participating in such offering in accordance with the laws and regulations of the PRC). China Merchants Bank Co., Ltd., a qualified financial institution approved by the People’s Bank of China, is the lead underwriter for the issuance of the first tranche of the Medium Term Notes.

The principal terms of the Medium Term Notes to be issued are as follows:

Issuer:	Neimenggu Fufeng Biotechnologies Co., Ltd.
Aggregate registered amount of	Up to RMB1.2 billion
the Medium Term Notes:
First tranche of	RMB600 million
the Medium Term Notes:
Place of issue:	The domestic financial bond market in the PRC
Maturity:	Three years from the respective date of issue
Credit rating:	As assessed by China Chengxin International Credit
	Rating Co., Ltd.* (中誠信國際信用評級有限責任
	公司), the first tranche of the Medium Term Notes have
	been given an AA rating and the Issuer has been given
	an AA rating

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Interest rate: Interest rate will be determined at the end of the subscription period through bookbuilding and placing process for each respective tranche to be issued Interest calculation and payment: The interest for each tranche of the Medium Term Notes is calculated at a fixed interest rate by way of simple interest from the respective date of their issuance and to be paid on an annual basis Use of proceeds: The net proceeds from the first tranche of the Medium Term Notes will be used for repayment of bank loans and as general working capital of the Issuer and its subsidiaries Listing and trading arrangements: The Issuer will apply for the first tranche of the

The interest for each tranche of the Medium Term Notes is calculated at a fixed interest rate by way of simple interest from the respective date of their issuance and to be paid on an annual basis

The net proceeds from the first tranche of the Medium Term Notes will be used for repayment of bank loans and as general working capital of the Issuer and its subsidiaries

The Issuer will apply for the first tranche of the Medium Term Notes to be listed and traded on the relevant domestic financial bond market in the PRC

In accordance with the relevant laws and regulations in the PRC, relevant documents in relation to the Issuer and the Medium Term Notes will be published on the websites of China Bond (http://www.chinabond.com.cn) and China Foreign Exchange Trade System (www.chinamoney.com.cn).

Set out below are the key unaudited consolidated financial information of the Issuer for the nine months ended 30 September 2012 prepared in accordance with PRC accounting standards:

	RMB
	(unaudited)
Total assets (as at 30 September 2012)	7,503,713,736
Total liabilities (as at 30 September 2012)	3,904,527,748
Owners’ equity (as at 30 September 2012)	3,599,185,988
Revenue	5,525,543,205
Profit attributable to the Company	378,885,909
Cash and cash equivalents at the end of the period
(as at 30 September 2012)	165,694,741

Shareholders and investors are reminded that such financial statements were prepared in accordance with PRC accounting standards and are limited solely to the operation of Issuer and its controlled subsidiaries and are unrelated to the other subsidiaries of the Group. Such information is unaudited, and (a) does not exclude intra-group transactions, (b) does not include all the business of the Group, and (c) does not represent or provide a full picture of the operation or status of the Group. Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Company.

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After the issuance of the first tranche of the Medium Term Notes, the Issuer may issue further tranche(s) of Medium Term Notes within a period of two years from the date of the approval (i.e. 29 March 2013) by the Association up to the maximum registered amount subject to a cap of the Medium Term Notes, subject to filing with the Association and issuance of new issue documents.

The issue of the Medium Term Notes is a significant step of the Group in gaining recognition in the PRC finance market and it will provide the Group with an additional source of longer term funding at a reasonable financial cost for its operation and business development. The Board considers that the issuance of the Medium Term Notes is in the interest of the Company and the Shareholders as a whole.

DEFINITIONS

In this announcement, the following expressions shall have the following meanings unless the context otherwise requires:

“Board”	the board of directors of the Company
“Company”	Fufeng Group Limited, a limited liability company
	incorporated in Cayman Islands, the shares of which are
	listed on the main board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	Hong Kong Special Administrative Region of the People’s
	Republic of China
“Issuer”	Neimenggu Fufeng Biotechnologies Co., Ltd., a limited
	liability company established in the PRC and a wholly-
	owned subsidiary of the Company
“Medium Term Notes”	the domestic medium term notes of an aggregate registered
	amount subject to a cap of RMB1.2 billion to be issued by
	the Issuer in the PRC
“PRC”	the People’s Republic of China and, for the purposes of this
	announcement, excludes Hong Kong, the Macau Special
	Administrative Region of the People’s Republic of China
	and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC

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shareholder(s) of the Company

“Shareholder(s)”

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

By Order of the Board Fufeng Group Limited Li Xuechun Chairman

Hong Kong, 9 April 2013

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, Mr. Liang Wenjun and Ms. Zheng Yu.

• For identification only

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