Sino-Forest Completes US$345M Notes Offering

Sino-Forest Corporation completed an offering on July 23, 2008 of US$300 million principal amount of 5.0 per cent convertible senior notes due 2013. The notes are convertible into common shares of Sino-Forest. An over-allotment option for an additional US$45 million convertible senior notes was subsequently exercised and such notes were issued on August 6, 2008.

The notes were offered and sold to investors in the United States pursuant to Rule 144A of the US Securities Act, and in Canada and other international jurisdictions on an exempt basis.

Sino-Forest was represented in Canada by Aird & Berlis LLP with a team that included Richard Kimel and Jeffrey Merk (corporate/securities); Barbara Worndl (tax) and Sam Billard (financial services); and in the United States by Linklaters LLP with a team that included Hyung Ahn, Mat Lewis, Xavier Amadei and Alexis Lamb (corporate/securities); and in the People's Republic of China by Jingtian & Gongcheng.

Stikeman Elliott LLP in Canada represented the underwriters with a team that included Quentin Markin and Anthony O'Brien (securities) and Francesco Gucciardo (tax); in the United States the underwriters were represented by Davis Polk & Wardwell, with a team that included William F. Barron, Gregory Wang and Brian J. Baker (securities) and John D. Paton and Brian Radigan (tax); and in the People's Republic of China the underwriters were represented by Commerce & Finance Law Offices.

The offering was underwritten by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC.