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Annual Information Form for the Year Ended December 31, 2010 March 31, 2011

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Annual Information Form for the Year Ended December 31, 2010 March 31, 2011 SINO-FOREST CORPORATION Annual Information Form for the year ended December 31, 2010 March 31, 2011 TABLE OF CONTENTS Page THE CORPORATION ……. .......................................................................................................................... 1 CORPORATE STRUCTURE .......................................................................................................................... .1 GENERAL DEVELOPMENT OF THE BUSINESS ..................................................................................... ..4 Overview……… ………………………… ........................................................................................... 4 Strategic Business Units ..................................................................................................................... ..4 Wood Fibre Operations ................................................................................................................... 4 Plantation Fibre ...................................................................................................................... 4 Trading of Wood Logs ........................................................................................................... 4 Manufacturing and Other Operations ............................................................................................. 4 Historical Milestones ............................................................................................................................ 5 DESCRIPTION OF THE BUSINESS .............................................................................................................. 8 Our Vision and Strategy… .................................................................................................................... 8 Wood Fibre Operations ......................................................................................................................... 8 Overview… .. ......................................................................................................................... 8 Tree Plantations Business Models ......................................................................................... 9 Purchased Plantation Model ........................................................................................ 9 Planted Plantation Model .......................................................................................... 10 Access to Future Purchases of Tree Plantations........................................................ 11 Long-term Acquisition Agreement in Hunan .................................................. 11 Long-term Acquisition Agreement in Yunnan ................................................ 12 Long-term Acquisition Agreement in Guangxi ............................................... 12 Long-term Acquisition Agreement in Fujian .................................................. 13 Long-term Acquisition Agreement in Jiangxi ................................................. 13 Long-term Acquisition Agreement in Guizhou ............................................... 13 Other Tree Plantation Contractual Arrangements…………………………. ............ 14 Acquisition of Mandra Forestry ...................................................................... 14 Investment in Greenheart Resources and Greenheart Group………………... 14 Acquisition of Mangakahia Forest…………………………………………... 15 Recent Developments ............................................................................................... 15 Sale of the Mangakahia Forest ........................................................................ 15 Plantation Management ............................................................................................. 15 Plantation Service Providers ..................................................................................... 15 Trading of Wood Logs Operations…….………………………………………………...... 16 -i- TABLE OF CONTENTS (continued) Page Other Fibre Contractual Arrangements ………………………………………... .. .16 Inner Mongolia Wood Fibre Supply………….…………..………….…………… 16 Provision of timber and timber related products from Greenheart Group………... 16 Manufacturing and Other Operations .................................................................................................. 17 Overview………. ........................................................................................................................ 17 Manufacturing Operations………. .............................................................................................. 17 Greenery and Nursery Operations ............................................................................................... 17 Other Information about Operations…… ............................................................................ .17 Sales and Marketing ................................................................................................ 17 Suppliers……….. .................................................................................................... 18 Transportation……… ............................................................................................. 18 Customers…….... .................................................................................................... 19 Competition ............................................................................................................. 19 Environmental Matters ............................................................................................ 19 Tree Plantations .............................................................................................. .19 Manufacturing ................................................................................................ .20 Environmental Regulation ............................................................................... 21 Research and Development ................................................................................................. 21 Insurance .............................................................................................................................. 22 Intellectual Property……………………………...………………………………………... 22 Employees ............................................................................................................................ 22 Legal Proceedings and Inquiry...….….…………………..……………………………...... 23 GOVERNMENT REGULATIONS ................................................................................................................ 24 Plantation Industry……. ......................................................................................................................... 24 Development of the Plantation Industry.............................................................................................. 24 Permits and Approvals Necessary for the Operation of our Plantation Business ............................... 26 Plantation Rights Certificates for Our Planted Plantations ................................................................. 26 Plantation Rights Certificates for Our Purchased Plantations ............................................................. 26 Timber Logging Permits and Logging Quotas ................................................................................... 26 Timber Transportation Permits ........................................................................................................... 26 Manufacturing……………… ................................................................................................................. 27 Engaging in the Timber Business ....................................................................................................... 27 Regulations that Apply Nationwide .................................................................................................... 27 -ii- TABLE OF CONTENTS (continued) Page Twelfth Five-Year Plan ...................................................................................................................... 27 RISK FACTORS……………… ..................................................................................................................... 28 Risks Related to Our Business ............................................................................................................ 28 Risks Related to the PRC .................................................................................................................... 42 DIVIDEND RECORD AND POLICY ........................................................................................................... 47 DESCRIPTION OF CAPITAL STRUCTURE ............................................................................................... 47 Share Capital…………………………………………………………………………………... ....... .47 Ratings…………………………………………………………………………………………. ....... .48 MARKET FOR SECURITIES ....................................................................................................................... 50 Trading Price and Volume ............................................................................................................... ...50 Prior Sales……………………………………………………………………………………............ 50 DIRECTORS AND EXECUTIVE OFFICERS .............................................................................................. 51 Shareholdings………………………………………………………………………………….. ....... .55 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .............................. 55 CONFLICTS OF INTEREST …. ...................................................................................................................
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