Fufeng Group Limited — Capital/Financing Update 2015

Nov 3, 2015

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 THE ISSUANCE OF DOMESTIC CORPORATE BONDS IN THE PRC BY NEIMENGGU FUFENG BIOTECHNOLOGIES CO., LTD. A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY AND

SUMMARY OF THE FINANCIAL INFORMATION FOR THE THREE YEARS ENDED 31 DECEMBER 2014 AND THE SIX MONTHS ENDED 30 JUNE 2015 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 Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong) (the “ SFO ”).

The Board is pleased to announce that the Issuer, a wholly-owned subsidiary of the Company incorporated in the PRC, has resolved to issue the Bonds of an aggregate principal amount of up to RMB1.0 billion with a maturity term of three years from the date of issuance. The Bonds is planned to be issued on 5 November 2015.

The net proceeds from the Bonds 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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The Board is pleased to announce that the Issuer, a wholly-owned subsidiary of the Company incorporated in the PRC, has resolved to issue the Bonds of an aggregate principal amount of up to RMB1.0 billion with a maturity term of three years from the date of issuance. The Bonds is planned to be issued on 5 November 2015. The issuance of the Bonds has been approved by the China Securities Regulatory Commission. The Bonds is unsecured and will be issued by way of bookbuilding and in particular, through a placing process. The interest rate for the Bonds will be determined at the end of the subscription period through bookbuilding and placing processes.

The Bonds 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 Investment Securities Company (中國中投證券有限責任公司) is the lead underwriter for the issuance of the Bonds.

The principal terms of the Bonds to be issued are as follows:

Issuer:	Neimenggu Fufeng Biotechnologies Co., Ltd.
Aggregate registered amount	Up to RMB1.0 billion
of the Bonds:
Place of issuance:	The domestic financial bond market in the PRC
Date of issuance:	5 November 2015
Maturity:	Three years from the date of issuance
Credit rating:	As assessed by China Chengxin Securities Credit Rating Co.,
	Ltd.* (中誠信證券評估有限公司), the Bonds has been given
	an AA+ rating and the Issuer has been given an AA+ rating
Interest rate:	Interest rate will be determined at the end of the subscription
	period through bookbuilding and placing process in the range
	from 3.3% to 4.8%
Interest calculation and	The interest for the Bonds is calculated at a fixed interest
payment:	rate by way of simple interest from the date of issuance and
	to be paid on an annual basis
Use of proceeds:	The net proceeds from the Bonds will be used for repayment
	of bank loans and as general working capital of the Issuer
	and its subsidiaries
Listing and trading	The Issuer will apply for the Bonds to be listed and traded on
arrangements:	the Shanghai Stock Exchange in the PRC

• For identification only

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In accordance with the relevant laws and regulations in the PRC, relevant documents in relation to the Bonds are published on the website of the Shanghai Stock Exchange (www.sse.com.cn).

The Issuer is mainly engaged in production and sales of monosodium glutamate (MSG), xanthan gum and amino acid products in Inner Mongolia, the PRC.

Set out below are the key consolidated financial information of the Issuer for the three years ended 31 December 2014 and the six months ended 30 June 2015 prepared in accordance with PRC accounting standards:

	As at 30 June	As at 31 December	As at 31 December	As at 31 December
	2015	2014	2013	2012
	(RMB million)	(RMB million)	(RMB million)	(RMB million)
	(unaudited)	(audited)	(audited)	(audited)
Total assets	12,548.81	11,039.46	9,360.86	8,507.75
Total liabilities	6,340.58	5,317.17	4,573.48	4,664.56
Owners’ equity	6,208.23	5,722.28	4,787.38	3,843.19
Cash and cash equivalents	686.51	314.93	282.55	185.29
For	the six months
	ended 30 June	For the year ended 31 December
	2015	2014	2013	2012
	(RMB million)	(RMB million)	(RMB million)	(RMB million)
	(unaudited)	(audited)	(audited)	(audited)
Revenue	5,113.17	9,990.32	9,502.96	7,759.61
Profit attributable to
the owners	349.33	761.63	827.54	433.59

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 does not (a) exclude intra-group transactions, (b) include all the business of the Group, or (c) 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.

The issuance of the Bonds will provide the Issuers and its subsidiaries 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 Bonds is in the interest of the Company and the Shareholders as a whole.

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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
“Bonds”	the domestic corporate bonds of an aggregate registered
	amount subject to a cap of RMB1.0 billion to be issued by
	the Issuer in the PRC
“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
“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
“Shareholder(s)”	shareholder(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
	By Order of the Board
	Fufeng Group Limited
	Li Xuechun
	Chairman

Hong Kong, 3 November 2015

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 and Mr. Li Guangyu and the independent non-executive directors of the Company are Mr. Choi Tze Kit, Sammy, Mr. Qi Qingzhong and Ms. Zheng Yu.

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