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Management Side
Sino-Forest Subsidiary to Acquire Additional Interest in Greenheart Resources
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Toronto, Ontario, Canada, 09 May 2010 – Sino-Forest Corporation  (TSX: TRE), a leading commercial forest plantation operator in China, is pleased to announce that Sino-Capital Global Inc., a wholly-owned subsidiary of Sino-Forest, has today entered into an agreement to acquire 2,322,094,900 ordinary shares in Greenheart  Resources Holdings Limited, representing approximately 30.3% of the issued share capital of Greenheart, subject to the conditions and adjustment as described below.

Allen Chan, Sino-Forest’s chairman and CEO said, “We currently own approximately 5.2% of the outstanding shares of Greenheart and have a 20% interest in Omnicorp Limited (40% fully diluted), which controls Greenheart with a 60.4% ownership interest. We are therefore very pleased to acquire this additional Greenheart minority interest that Omnicorp has not exercised its option to acquire. We view Greenheart as a valuable long-term asset that will be held by one or more of our subsidiaries in the future.”

“Over 60% of the world’s tree growing stock is hardwood, with approximately 45% coming from Latin America, while Asia-Pacific is the world’s largest market for tropical hardwood logs," Chan said. "We see Suriname being one of the key regions where wood resources could be sourced from and imported into China. At the same time, Greenheart adheres strictly to the sustainable forestry management and silviculture systems developed by CELOS [The Centre for Agricultural Research in Suriname], which is practised by the Suriname government. We have every confidence that Greenheart will operate in a responsible and environmentally-friendly manner and we will provide our knowledge and expertise in sustainable forestry management best practices to assist in this regard as required.”

The aggregate acquisition price for the sale shares payable by Sino-Capital under the agreement is HKD 227,218,823 (approximately USD 29 million), subject to adjustment as described below. The acquisition price will be satisfied by the issuance of common shares in the capital of Sino-Forest at a price per Sino-Forest share determined by reference to the volume weighted average price of Sino-Forest Shares traded on the Toronto Stock Exchange for the 20 trading days ending on the second trading day before completion of the acquisition.

The acquisition is conditional on compliance by the sellers of the sale shares with certain formalities relating to pre-emption rights attaching to the sale shares. These formalities comprise:

(1) each of the sellers of the sale shares having served a transfer notice on the remaining shareholders in Greenheart, including, Silver Mount Group Limited (a subsidiary of Omnicorp Limited, a company listed on the Hong Kong Stock Exchange, of which Sino-Forest is an approximate 20.0% shareholder and which currently holds approximately 60.4% of the issued share capital of Greenheart); and (2) a period of 14 days elapsing following service of such transfer notices.

If any of the remaining shareholders indicate their willingness to acquire any of the sale shares within this 14-day period, the number of sale shares to be acquired by Sino-Capital will be adjusted downwards and a corresponding adjustment will be made to the acquisition price. On completion of the acquisition, Sino-Capital’s shareholding in Greenheart will increase from approximately 5.2% to between approximately 7.4% (assuming all the remaining shareholders elect to acquire their pro rata share of the sale shares) and 35.5% (assuming no sale shares are acquired by the remaining shareholders).

The sale shares are being acquired in the secondary market from various third parties, including an entity controlled by Simon Murray, a director of Sino-Forest. The value of the sale shares being sold by Murray to Sino-Global represents approximately 5.3% of the aggregate value of the overall transaction.

About Greenheart Resources Holdings Limited

Greenheart is one of the largest natural forest concession owners and operators in Suriname in South America and owns approximately 178,000 hectares of tropical hardwood concession and cutting rights in Suriname, with a standing stock volume of approximately 4.4 million cubic meters. Greenheart’s concession and cutting rights represents one of the largest concessions of its type Suriname.

About Sino-Forest Corporation

Sino-Forest Corporation is a leading commercial forest plantation operator in China. Its principal businesses include the ownership and management of forest plantation trees and sales of standing timber, wood logs, and  complementary manufacturing of downstream engineered wood products. The Corporation’s common shares have traded on the Toronto Stock Exchange under the symbol TRE since 1995. Learn more at www.sinoforest.com.
 

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