Fufeng Group Limited — Capital/Financing Update 2014

Oct 7, 2014

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 MADE PURSUANT TO RULE 13.09 OF THE LISTING RULES

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 ”).

Reference is made to the announcements of the Company (i) dated 7 October 2013 relating to preliminary discussions with the local government of Baoji City, Shaanxi Province regarding the potential relocation of its production plant located in Baoji city (the “ Baoji Plant ”) (the “ Relocation ”); (ii) dated 24 January 2014 pursuant to which, Baoji Fufeng, a whollyowned subsidiary of the Company, has entered into a framework investment agreement (the “ Framework Investment Agreement ”) with Caijiapo Economic and Technological Development Zone Management Committee of Shaanxi Province (陝西省蔡家坡經濟技術開 發區管理委員會) (the “ Caijiapo Committee ”); and (iii) dated 3 September 2014, pursuant to which Baoji Fufeng entered into an agreement with Baoji Land Reserve Centre for the industrial use land of an aggregate area of approximately 569.654 Mu (around 379,769 square metre) situated at Gao Xin Jiu Road, East Area, Baoji High-Technology Development Zone, Baoji City, Shaanxi Province, PRC (the “ Baoji Land ”), pursuant to which the Baoji Land would be returned to Baoji Government and be put up for auction (the “ Auction ”) (collectively the “ Relocation Announcements ”). Unless otherwise stated, capitalized terms in this announcement shall have the same meaning as in the Relocation Announcements.

Pursuant to the two plots of land with an aggregate area of approximately 406.921 Mu (or approximately 271,280.7 square metres) situated at Gao Xin Jiu Road, East Area, Baoji HighTechnology Development Zone, Baoji City, Shaanxi Province, PRC (the “ Land ”) being put up for auction (listing-for-sale) by the Baoji Land Reserve Centre, the board of directors (the “ Board ”) of the Company is pleased to announce that it has been informed that on 8 October 2014 will be announced by Baoji Land Reserve Centre that Baoji Ding Feng Property Investment Company Limited* (寶雞鼎豐置業有限公司) (“Baoji Ding Feng”), a whollyowned subsidiary of the Company, subject to the entering into of relevant confirmation agreement(s) (the “ Confirmation Agreement(s) ”) and land transfer contract(s) (the “ Land Transfer Contract(s) ”), has won a bid for the land use right in respect of the Land at the consideration of RMB509.4 million (equivalent to approximately HK$641.8 million**), representing an average price of approximately RMB1,877.76 per square meter in terms of total site area through an auction (listing-for-sale) organized by Baoji Land Reserve Centre.

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The Land is situated at Gao Xin Jiu Road, East Area, Baoji High-Technology Development Zone, Baoji City, Shaanxi Province, PRC, and forms part of the Baoji Land where the Baoji Plant of the Company used to be situated. The total site are of the Land is approximately 406.921 Mu (or approximately 271,280.7 square metres). The Directors believe that the such acquisition of the Land, if materialize, represents a good opportunity to repurchase part of an old property of the Company at a reasonable price. Upon completion of the auction and the Land Transfer Contract(s), the usage of the Land will be changed from industrial to commercial, of which the Directors expect the valuation of the Land could be enhanced. The Group intends to hold the Land for investment purpose as it continues to evaluate the Group’s future business development and expansion plans in Baoji City, Shaanxi Province. As at the date hereof, the Group has not drawn up any concrete development or construction plan for the Land. Baoji Ding Feng has placed a security deposit of RMB134.29 million to participate in the Auction. Baoji Ding Feng is required to enter into the relevant Confirmation Agreement(s) and Land Transfer Contract(s) with the Baoji Land Reserve Centre on dates to be confirmed by the Baoji Land Reserve Centre, of which the deposit balance would be used for the full settlement of the consideration. The Company has settled the above deposit for the Land from its internal resources.

In deciding to bid at that price, Baoji Ding Feng has taken into account the minimum bid price, land price in the surrounding areas, prevailing property market conditions, the cost and the return of developing the Land and commercial potential of the Land. The balance of the consideration (after deducting the deposit paid) will be financed from the Group’s internal resources.

If the Confirmation Agreement(s) is entered into, it is expected that the acquisition of the Land will constitute a notifiable transaction on the part of the Company pursuant to the Listing Rules. In this regard, the Company will comply with the reporting, announcement and/ or Shareholders’ approval requirements under the Listing Rules as applicable.

The Board would like to emphasize that the relevant Confirmation Agreement(s) and Land Transfer Contract(s) in relation to the proposed acquisition of the Land has not been entered into by the Company with any party as at the date of this announcement (save as the bid submitted by Baoji Ding Feng for the Auction). As the proposed acquisition of the Land may or may not materialize, Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company.

By order of the Board Fufeng Group Limited Li Xuechun Chairman

Hong Kong, 7 October 2014

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• The English names of the PRC entities referred to in this announcement are transliterations from their Chinese names and are for identification purposes only, and should not be regarded as the official English name(s) of such Chinese name(s). If there is any inconsistency, the Chinese name shall prevail.

• ** In this announcement, for the purpose of illustration only, amounts quoted in RMB have been converted into HK$ at the rate of RMB1.00 to HK$1.26. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were or may have been exchanged at this or any other rates or at all.

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.

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