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.

Fufeng Group Limited

(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 announcement of the Company dated 7 October 2013 (the "Announcement") relating to preliminary discussions with the local government of Baoji City, Shaanxi Province regarding the potential relocation of our production plant located in Baoji city ("Baoji Plant"), as the local government has plans to expand the eastern and southern areas of Baoji City for future long term development.
The board of directors (the "Board") of the Company is pleased to announce that on 16
January 2014, Baoji Fufeng Fermentation Company Limited ("Baoji Fufeng"), a wholly owned 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 (�W��*El��ìiJi!m

i��_l�ffiW) ("Caijiapo Committee"). Pursuant to the Framework Investment Agreement,

Baoji Fufeng and Caijiapo Committee will, subject to the entering of further definitive
agreement(s), establish new production facilities in the Caijiapo Economic and Technological
Development Zone of Shaanxi Province (�W��*El��ìiJi!mi�) (the "Framework
Cooperative Investment"). Such new production facilities are planned to replace the existing
production facilities of the Baoji Plant.
According to the Framework Investment Agreement, Caijiapo Committee will provide land, for the relocation of Baoji Plant, to Baoji Fufeng with a total site area of 500 mu (equivalent to approximately 333,335 square metres), with a land use right of 50 years for a consideration of RMB30 million, subject to the entering into of the definitive agreement. In addition, Baoji Fufeng would also enjoy certain preferential tax treatment and refund in the coming years.
The Directors expect that the entire construction and relocation of Baoji Plant would be fully completed in 2016 and MSG production would be gradually rolled out at the new Baoji Plant over such two-year period. As a result, even though that it is expected that in 2014 and
2015, MSG production capacity at the Baoji base of the Group would be reduced by around
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60,000 tonnes in each year respectively due to the relocation, the Group as a whole could still maintain an annual MSG production capacity of around 1,000,000 tonnes by utilizing the existing facilities at Baoji plant (until full relocation) and other MSG plants of the Group. It is currently expected that capital expenditure for the construction and relocation of Baoji Plant would be approximately RMB300 million in 2014 and that such amount would be funded by the internal resources of the Group. The Directors consider that there would not be any material adverse effect on the operations and financials of the Group as a result of the relocation of Baoji Plant.

PURPOSE FOR ENTERING INTO THE FRAMEWORK INVESTMENT AGREEMENT

As disclosed in the Announcement, due to the expansion of the area near to where the existing Baoji Plant is located for residential and commercial use, the Group has been actively cooperating with the local government of Baoji City to inspect suitable areas for relocation of Baoji Plant. The Board consider the Caijiapo Economic and Technological Development Zone of Shaanxi Province to be an attractive location for the Baoji Plant relocation given that the Caijiapo Economic and Technological Development Zone of Shaanxi Province is the only provincial economic and technological development zone founded in Baoji area by the Shaanxi Government in 1995 and is a modern industrial city strategically located in Baoji City serving a wide range of manufacturing enterprises. In addition to enabling the Company to continue its business and investment in Baoji City, the Framework Cooperative Investment also provides certain preferential tax treatment for the establishment of the new production site in such area and at the same time enable Baoji Fufeng to scale up and upgrade its MSG production capacity. The Directors therefore consider that the proposed new site for the new Baoji Plant and the entering into of the Framework Investment Agreement is in the mutual interest of the Group and the local government of Baoji City and would minimize any disruption to the existing business of the Group.
To the best of the knowledge, information and belief of the directors of the Company, and having made all reasonable enquiries, the Caijiapo Committee and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons (as defined in the Listing Rules).
As at the date of this announcement, other than the Framework Investment Agreement, no other agreement in respect of the Framework Cooperative Investment has been signed and no other material terms have been agreed to. If any further substantive or definitive agreement in relation to the Framework Cooperative Investment including but not limited to the purchase of the relevant land use right, is to be entered into, the Board will keep the market informed of the progress of the new Baoji Plant and/or the Cooperative Investment in compliance with the Listing Rules. Further announcement(s) will be made as and when required.
By Order of the Board Fufeng Group Limited Li Xuechun

Chairman

Hong Kong, 24 January 2014

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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