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.

Rosan Resources Holdings Limited 融 信 資 源 控 股 有 限 公 司 (Incorporated in Bermuda with limited liability) (Stock code: 578)

DISCLOSEABLE TRANSACTION IN RELATION TO THE SUBSCRIPTION OF ZHONGFU BONDS The Board is pleased to announce that on 29 August 2012, the Subscriber and the Underwriter entered into the Agreement pursuant to which the Subscriber agreed to subscribe for the Zhongfu Bonds at a total amount of RMB33,392,000 (equivalent to approximately HK$40,772,000). As one or more of the applicable percentage ratios calculated under Rule 14.07 of the Listing Rules in respect of the Subscription exceed 5% but none of them exceeds 25%, the Subscription constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. The Board is pleased to announce that on 29 August 2012, the Subscriber and the Underwriter entered into the Agreement pursuant to which the Subscriber agreed to subscribe for the Zhongfu Bonds at a total amount of RMB33,392,000 (equivalent to approximately HK$40,772,000). THE AGREEMENT Date 29 August 2012

–1–

Parties: (1)

Issuer:

Henan Zhongfu

(2)

Subscriber:

Kaisheng Guanhua

(3)

Underwriter:

Caitong Securities Co., Ltd.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Issuer, the Underwriter and their ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules). Consideration The total consideration for the Subscription was RMB33,392,000 (equivalent to approximately HK$40,772,000) which was satisfied by the Group’s internal resources. Principal terms of the Zhongfu Bonds: Issuer

:

Henan Zhongfu

Aggregate Principal Allotment

:

the Zongfu Bonds will be limited to an aggregate principal amount of RMB1,000,000,000 and the Subscriber has subscribed for RMB33,392,000 (equivalent to approximately HK$40,772,000) thereof

Issue Price

:

100% of the principal amount of the Zhongfu Bonds

Interest Rate

:

7.50% per annum (the Issuer is optional to adjust the interest rate upward at the end of the third year subsequent to the Issue Date, i.e. 28 August 2015)

Issue Date

:

28 August 2012

Maturity Date

:

28 August 2017 (the holders of the Zhongfu Bonds are optional to request for early redemption of the Zhongfu Bonds by the Issuer at the end of the third year subsequent to the Issue Date, i.e. 28 August 2015)

Interest Payment Dates

:

annually in arrear on 28 August, beginning on 28 August 2013

–2–

Denomination

:

RMB100 per note with minimum subscription amount of RMB10,000,000 and integral multiples of RMB1,000,000 (except for otherwise determined by the Underwriter)

Pledged securities

:

two mining rights held by two subsidiaries of the Issuer with aggregated assessed value of RMB1,069,863,900 are pledged to secure for the Zhongfu Bonds

Listing

:

the Zhongfu Bonds will be listed on the Shanghai Stock Exchange

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION The Company is an investment holding company. The principal activity of the Group is the production and sale of coal in the PRC. As the interest rate of the Zhongfu Bonds is generally higher than the interest rate of a fixed deposit kept with a well-recognized financial institution in Hong Kong, the Directors consider that the investment in the Zhongfu Bonds can provide the Group with a stable return in the present volatile economic environment. Also, in addition to the interest income, the Group may derive capital gain from the Subscription as a result of the appreciation of Renminbi in the future. The Directors, including the independent non-executive Directors, consider that the terms of the Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole. INFORMATION OF THE ISSUER AND THE UNDERWRITER The Issuer is a company incorporated in the PRC with limited liability, the shares of which are listed on the Shanghai Stock Exchange. It is principally engaged in the electrolytic aluminum and aluminum deep-processing. A subsidiary of the Issuer, namely Zhongfu Dianli, is a major customer of the Group. The Underwriter is a licensed brokerage firm incorporated in the PRC with limited liability. It is principally engaged in securities-related business, such as trading of securities, securities underwriting and other businesses approved by China Securities Regulatory Commission. It is responsible for underwriting the Zhongfu Bonds. GENERAL As one or more of the applicable percentage ratios calculated under Rule 14.07 of the Listing Rules in respect of the Subscription exceed 5% but none of them exceeds 25%, the Subscription constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. –3–

DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context otherwise requires: “Agreement”

the subscription agreement dated 29 August 2012 and entered into between the Subscriber and the Underwriter in respect of the Subscription

“Board”

the board of Directors

“Company”

Rosan Resources Holdings Limited, a company incorporated in Bermuda with limited liability, 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

“Henan Zhongfu”

Henan Zhongfu Industrial Co., Ltd*（河南中孚實業股份有限公司）, a company incorporated in the PRC with limited liability, the shares of which are listed on the Shanghai Stock Exchange (stock code: 600595)

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Issuer”

Henan Zhongfu

“Kaisheng Guanhua”

Beijing Kaisheng Guanhua Investment Company Limited*（北京凱 盛冠華投資有限公司）, a company incorporated in the PRC with limited liability and is an indirectly non-wholly-owned subsidiary of the Company

“Listing Rules”

Rules Governing the Listing of Securities on the Stock Exchange

“PRC”

the People’s Republic of China, which shall, for the purpose of this announcement, exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“Shanghai Stock Exchange”

the stock market in Shanghai, the PRC

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

–4–

“Subscriber”

Kaisheng Guanhua

“Subscription”

the subscription of the Zhongfu Bonds pursuant to the terms of the Agreement

“Underwriter”

Caitong Securities Co., Ltd.*（財通證券有限責任公司）, being the underwriter for the Zhongfu Bonds, is a licensed brokerage firm incorporated in the PRC and a stated-owned enterprise under the administration of the provincial government

“Zhongfu Bonds”

the bonds in the aggregate principal amount of RMB1,000,000,000 issuable by the Issuer

“Zhongfu Dianli”

Henan Zhongfu Dianli Company Limited*（ 河 南 中 孚 電 力 有 限 公司）, a company incorporated in the PRC with limited liability and a major customer of the Group

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“RMB”

Renminbi, the lawful currency of the PRC

“%”

per cent. By order of the Board Rosan Resources Holdings Limited Li Chun On Executive Director & Company Secretary

Hong Kong, 29 August 2012 As at the date of this announcement, the executive Directors are Mr. Dong Cunling, Mr. Li Chun On, Mr. Wu Jiahong, Mr. Yang Hua and Mr. Zhou Guangwen; the non-executive Director is Mr. Li Chunyan; the independent non-executive Directors are Dr. Chen Renbao, Mr. Li Daomin and Mr. Ma Yueyong. *

English names for identification purpose only

–5–