China Oriental Cult. : RESET OF CONVERSION PRICE OF CONVERTIBLE BONDS

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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2371) Announcement: Reset of Conversion Price of Convertible Bonds

Reference is made to the announcements of the Compan y dated 16 June 2011 (the "Announcement"), 17 June 2011 and 24 June 2011 in relation to the issue of Convertible Bonds in principal amount of RMB25,000,000. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.
As disclosed in the Announcement, if the closing prices (the "Closing Prices") per Share as quoted on the Hong Kong Stock Exchange for any five (5) consecutive trading days at any time after the first six (6) months from the date of issue of the Convertible Bonds (i.e. from 23 December 2011 onwards) are less than the conversion price in force (i.e. HK$0.49 per Share), then the conversion price of the Convertible Bonds shall be reset at 80.1% of the average of the Closing Prices (or the par value of the Share if it is higher). The conversion price of the Convertible Bonds shall only be reset once.
As the Closing Prices from 23 December 2011 to 3 January 2012 are all less than the conversion price of the Convertible Bonds of HK$0.49 per Share, the Board announces that the conversion price of the Convertible Bonds has been reset to HK$0.29 per Share on 3 January 2012.
As at the date of this announcement, the Convertible Bonds in the principal amount of RMB25,000,000 are still outstanding. Based on the reset conversion price of HK$0.29 per Share and the Exchange Rate of 1.2335, a maximum of 106,336,206 Conversion Shares may fall to be allotted and issued upon exercise of the conversion rights attached to the Convertible Bonds in full.
By order of the Board

China Oriental Culture Group Limited Chen Fu Ju

Executive Director

Hong Kong, 3 January 2012

As at the date of this announcement, the Board comprises Mr. Chen Fu Ju, Mr. Li Qing and Mr. Yan Dake as executive directors; Ms. Ng Siu Lai as non-executive director; and Mr. Leung Siu Kee, Mr. Zhao Yong and Mr. Li Zhong as independent non-executive directors.