Fuguiniao : Circulars - ] PROPOSED ISSUE OF DEBT INSTRUMENTS IN THE PRC AND NOTICE OF EGM

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If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Fuguiniao Co., Ltd., you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

富貴鳥股份有限公司

FUGUINIAO CO., LTD.

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1819)

PROPOSED ISSUE OF DEBT INSTRUMENTS IN THE PRC AND NOTICE OF EGM

A notice convening the EGM to be held at 9:00 a.m. on 7 March 2016 at the meeting room of 4th Floor, Office Building, Fuguiniao Industrial Park, East Section, Baqi Road, Shishi City, Fujian Province, the PRC, is set out on pages 9 to 13 of this circular. A form of proxy for use at the EGM is also enclosed with this circular. Whether or not you intend to attend and vote at the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the H Shares registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in respect of H Shares), or to the Company's registered office in the PRC at Fuguiniao Industrial Park, East Section, Baqi Road, Shishi City, Fujian Province, the PRC (in respect of Domestic Shares) as soon as possible but in any event by not later than 24 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish. Shareholders who intend to attend the EGM in person or by proxy should complete and return the reply slip to the Company on or before Monday, 15 February 2016 in accordance with the instructions printed thereon.

22 January 2016

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Proposed Issue of the Debt Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Reasons for the Proposed Issue of the Debt Instruments . . . . . . . . . . . . . . . . . 7

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Book Close Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

In this circular, the following expressions have the following meanings unless the context requires otherwise:

"Articles of Association" the articles of association of the Company; "Board" the board of Directors of the Company;

"Company" Fuguiniao Co., Ltd. (富貴鳥股份有限公司), a joint

stock company incorporated in the PRC with its H Shares listed and traded on the Main Board of the Stock Exchange;

"Debt Instruments" debt instruments, including but not limited to

corporate bonds (non-public offering), super short-term commercial paper, short-term commercial paper, mid-term notes, offshore RMB bonds or US dollar bonds (excluding bonds which are convertible into Shares);

"Director(s)" director(s) of the Company;

"Domestic Share(s)" the ordinary share(s) in the capital of the Company

with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in Renminbi by PRC nationals and/or PRC corporate entities;

"EGM" the extraordinary general meeting of the Company to be held on 7 March 2016 to approve the issue of the Debt Instruments and to grant a general and unconditional mandate to the Board to deal with matters in relation to the issue of the Debt Instruments;

"H Share(s)" the overseas listed foreign invested ordinary share(s) in the capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Main Board of the Stock Exchange;

"Hong Kong" the Hong Kong Special Administrative Region of the PRC;

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange;

"PRC" the People's Republic of China;

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"RMB" Renminbi, the lawful currency of the PRC;

"Share(s)" the Domestic Share(s) and the H Share(s);

"Shareholder(s)" the shareholder(s) of the Company; and

"Stock Exchange" The Stock Exchange of Hong Kong Limited.

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