Sino-Forest completes US$460 million convertible note and Cdn$367 million
common share offerings

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S./

This news release is not an offer for sale of securities in the United States. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.

Nothing in this announcement constitutes an offer of securities for sale in any jurisdiction where it is unlawful to do so.

TORONTO, Dec. 17 /CNW/ - Sino-Forest Corporation (TSX: TRE) (the "Company" or "Sino-Forest") today announced that it has completed its previously announced convertible senior note and common share offerings.

The convertible senior note offering consisted of the offering of an aggregate of US$460,000,000 principal amount of notes, which amount included the US$60,000,000 principal amount of notes issued upon the exercise of the full over-allotment option, by the initial purchasers. The notes shall bear interest at a rate of 4.25% per annum, payable semi-annually, shall mature on December 15, 2016 and will be convertible into common shares of the Company at an initial conversion rate of 47.2619 common shares per US$1,000 principal amount of notes (equivalent to an initial conversion price of approximately US$21.16 per share or approximately Cdn$22.26 per share based on a fixed exchange rate), subject to customary adjustments. The notes offering was made on a private placement basis in Canada, the United States and internationally pursuant to available exemptions, through a syndicate of initial purchasers formed by Credit Suisse Securities (USA) LLC, BofA Merrill Lynch and TD Securities Inc.

The offering of common shares consisted of a public offering of 21,850,000 common shares, which included the exercise in full of the over-allotment option by the underwriters to purchase 2,850,000 common shares, at a price of Cdn.$16.80 per common share for gross proceeds of Cdn.$367,080,000. The common share offering was underwritten through a syndicate of underwriters with Credit Suisse Securities (Canada), Inc. and TD Securities Inc. as joint bookrunners and including Dundee Securities Corporation, RBC Dominion Securities Inc., Scotia Capital Inc., CIBC World Markets Inc., BofA Merrill Lynch, Canaccord Financial Ltd. and Maison Placements Canada Inc.

Dave Horsley, Senior Vice President and Chief Financial Officer of Sino-Forest said, "We are very pleased with how well our two financings were received by global investors. Our common share offering was approximately three times over-subscribed and our convertible note offering was about two times over-subscribed. Many new fundamental investors participated in the offerings. We wish to thank our current and new shareholders for being supportive of Sino-Forest's business strategy. This will enable us to lock up significantly more plantation trees and land in key strategic locations, and convert them to fast-growing high-yielding plantations."

Allen Chan, Chairman and Chief Executive Officer, added, "As a leading plantation operator in China since 1995, we have developed unmatched industry knowledge and experience, operational excellence, and unique insight into China's forestry sector. Once we finalize our Guizhou master agreement, the proceeds from these offerings will allow us to enlarge our plantation foothold in southern China. We eagerly await formalization of the Central Government's mandate and policy for commercializing state-owned plantations, where we plan to co-operate with state-owned enterprises to enhance the productivity and economic value of China's forestry sector."

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, the sale of standing timber and wood logs, and the complementary manufacturing of downstream engineered-wood products. The Company's common shares have traded on the Toronto Stock Exchange under the symbol TRE since 1995.

Please note: This press release contains projections and forward-looking statements regarding future events. Such forward-looking statements are not guarantees of future performance of the Company and are subject to risks and uncertainties that could cause actual results and company plans and objectives to differ materially from those expressed in the forward-looking statements. Such risks and uncertainties include, but not limited to, changes in China and international economies; changes in currency exchange rates; changes in worldwide demand for the Company's products; changes in worldwide production and production capacity in the forest products industry; competitive pricing pressures for the Company's products and changes in wood and timber costs.

This announcement is subject to offer and distribution restrictions in, among other countries, the United States, the People's Republic of China, Canada, the European Economic Area, France, Hong Kong, the United Kingdom and Singapore.

This announcement does not constitute an offer of securities for sale in any jurisdiction in or from which, or to any person to whom, it is unlawful to make such offer or invitation under applicable laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company, the initial purchasers and the underwriters to inform themselves about, and to observe, any such restrictions.

SOURCE Sino-Forest Corporation

For further information: For further information: SINO-FOREST CORPORATION: Toronto, Dave Horsley - Senior Vice President & Chief Financial Officer, Tel: (905) 281-8889, Email: davehorsley@sinoforest.com; Hong Kong, Louisa Wong - Senior Manager, Investor Communications & Relations, Tel: +852 2514 2109, Email: louisa-wong@sinoforest.com

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Sino-Forest Corporation

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