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Printmgr File Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission of Hong Kong take no responsibility for the contents of this Web Proof Information Pack, 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 Web Proof Information Pack. Web Proof Information Pack of CHINA FORESTRY HOLDINGS CO., LTD. (Incorporated in the Cayman Islands with limited liability) WARNING This Web Proof Information Pack is being published as required by The Stock Exchange of Hong Kong Limited (“HKEx”) and the Securities and Futures Commission solely for the purpose of providing information to the public in Hong Kong. This Web Proof Information Pack is in draft form. The information contained in it is incomplete and is subject to change which can be material. By viewing this document, you acknowledge, accept and agree with China Forestry Holdings Co., Ltd. (the “Company”), any of its sponsors, advisers or members of the underwriting syndicate that: (a) this Web Proof Information Pack is only for the purpose of facilitating equal dissemination of information to investors in Hong Kong and not for any other purposes. No investment decision should be based on the information contained in this Web Proof Information Pack; (b) the posting of the Web Proof Information Pack or supplemental, revised or replacement pages on the website of HKEx does not give rise to any obligation of the Company, any of its sponsors, advisers or member of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with the offering; (c) the contents of the Web Proof Information Pack or supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual document; (d) the Web Proof Information Pack may be updated or revised by the Company from time to time but each of the Company and its affiliates, advisers, sponsors and members of the underwriting syndicate is under no obligation, legal or otherwise, to update any information contained in this Web Proof Information Pack; (e) this Web Proof Information Pack does not constitute a document, notice, circular, brochure, advertisement or document offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities; (f) this Web Proof Information Pack must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended; (g) neither the Company nor any of its affiliates, underwriters or advisers is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this Web Proof Information Pack; (h) neither this Web Proof Information Pack nor anything contained herein shall form the basis of or be relied on in connection with any contract or commitment whatsoever; (i) neither the Company nor any of its affiliates, sponsors, advisers or members of the underwriting syndicate makes any express or implied representation or warranty as to the accuracy or completeness of the information contained in this Web Proof Information Pack; (j) each of the Company and any of its affiliates, sponsors, advisers or members of the underwriting syndicate expressly disclaims any and all liabilities on the basis of any information contained in, or omitted from, or any inaccuracies or errors in, this Web Proof Information Pack; (k) the securities referred to in this Web Proof Information Pack may not be offered or sold in the United States without registration under the United States Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws of the United States, or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any state securities laws of the United States; (l) the securities referred to in this Web Proof Information Pack have not been registered under the Securities Act or any state securities laws of the United States and the Company does not intend to register the securities under the Securities Act or any state securities laws of the United States, or conduct a public offering in the United States; (m) you are accessing this Web Proof Information Pack from outside of the United States; and (n) as there may be legal restrictions on the distribution of this Web Proof Information Pack or dissemination of any information contained in this Web Proof Information Pack, you agree to inform yourself about and observe any such restrictions applicable to you. THIS WEB PROOF INFORMATION PACK IS NOT FOR PUBLICATION OR DISTRIBUTION TO PERSONS IN THE UNITED STATES. NEITHER THIS WEB PROOF INFORMATION PACK NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO IN THIS WEB PROOF INFORMATION PACK HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTIONS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO ANY U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAWS OF THE UNITED STATES. THIS WEB PROOF INFORMATION PACK IS NOT BEING MADE AND MAY NOT BE DISTRIBUTED OR SENT INTO CANADA OR JAPAN. Any offer or invitation to make an offer for any securities will only be made to the public in Hong Kong after the Company has registered its document with the Registrar of Companies in Hong Kong in accordance with the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). If an offer or an invitation is made to the public in Hong Kong in due course, prospective investors are reminded to make their investment decisions solely based on a document of the Company registered with the Registrar of Companies in Hong Kong, copies of which will be distributed to the public during the offer period. No offer or invitation to the public in Hong Kong will be made until after such registration with the Registrar of Companies in Hong Kong. THIS INFORMATION PACK IS IN DRAFT FORM. The information contained herein is incomplete and is subject to change. This information pack must be read in conjunction with the section headed “Warning” on the cover of this information pack. CONTENTS This Information Pack contains the following information relating to China Forestry Holdings Co., Ltd. extracted from the Post Hearing proof of the draft document. Š Summary Š Definitions Š Glossary of Technical Terms Š Risk Factors Š Forward-looking Statements Š Directors Š Corporate Information Š Industry Overview Š Regulatory Overview Š History, Reorganisation and Corporate Structure Š Business Š Directors, Senior Management and Employees Š Relationship with Controlling Shareholders Š Financial Information Š Future Plans Š Appendix I – Accountant’s Report Š Appendix IV – Property Valuation Š Appendix V – Independent Technical Report Š Appendix VI – Summary of Our Constitution and Cayman Islands Company Law Š Appendix VII – Statutory and General Information YOU SHOULD READ THE SECTION HEADED “WARNING” ON THE COVER OF THIS INFORMATION PACK. THIS INFORMATION PACK IS IN DRAFT FORM. The information contained herein is incomplete and is subject to change. This information pack must be read in conjunction with the section headed “Warning” on the cover of this information pack. SUMMARY This summary aims to give you an overview of the information contained in this document. As this is a summary, it does not contain all the information that may be important to you. You should read the whole document before you decide to invest in the Shares. There are risks associated with any investment. Some of the particular risks in investing in the Shares are set out in the section headed “Risk Factors”. You should read this section carefully before you decide to invest in the Shares. OVERVIEW According to the CCPEF, we are one of the three largest, privately-held, naturally regenerated and plantation forest operators in China in terms of coverage area of owned forest right, possessing forestry rights in respect of approximately 171,780 hectares of forests as at 30 June 2009. Our naturally regenerated and plantation forests are located in Sichuan and Yunnan, which among all provinces of China, possess the second and third largest forest resources, respectively, in terms of forest stock volume according to China Forestry Statistical Yearbook 2007. We have been operating in the forestry industry in China since 2003, the same year when the Chinese government announced the No. 9 Policy which set out the directive for the private sector to participate in China’s forestry development. Our main businesses are the management and sustainable development of forests and the harvesting and sale of logs. We are focused on the development and supply of logs to meet the increasing demand from manufacturers in the construction, furniture, interior decoration, wood product and paper industries in China. We are a socially responsible and environmentally friendly company. Our mission statement is “using modern forestry science to achieve our goal of being a profitable yet socially responsible and environmentally friendly company”. We believe in striking a balance between the increase in demand for forest resources and the preservation of ecology.
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