CHINA RUIFENG RENEWABLE ENERGY HOLDINGS LIMITED

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1 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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. CHINA RUIFENG RENEWABLE ENERGY HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 527) MAJOR TRANSACTION FINANCE LEASE ARRANGEMENT The Board announces that Jiyin Leasing and Hongsong, an indirect non wholly-owned subsidiary of the Company, entered into the Finance Lease Agreements, pursuant to which, among other things, Jiyin Leasing agreed to purchase the Leased Assets from Hongsong, at an aggregate consideration of RMB120,000,000, which shall be leased back to Hongsong for a term of 3 years at a total lease payment of approximately RMB132,291,681. As one or more of the applicable percentage ratios under Chapter 14 of the Listing Rules in respect of the transactions contemplated under the Finance Lease Agreements in aggregate exceed(s) 25%, the entering into of the Finance Lease Agreements constitutes a major transaction for the Company and is subject to the reporting, announcement, circular and shareholders approval requirements under Chapter 14 of the Listing Rules. The EGM will be convened to consider and, if thought fit, pass the ordinary resolution to approve, among others, the Finance Lease Agreements. To the knowledge of the Directors, having made reasonable inquiries, none of the Shareholders shall abstain from voting in respect of the approval on the Finance Lease Agreements at the EGM. A circular containing, among other things, further details of the Finance Lease Agreements and a notice of the EGM will be despatched to the Shareholders. The Company expects that the circular will be despatched no later than 15 business days after the date of this announcement in accordance with the Listing Rules. 1

2 THE FINANCE LEASE AGREEMENTs The Board announces that Jiyin Leasing and Hongsong, an indirect non wholly-owned subsidiary of the Company, entered into the Finance Lease Agreements, pursuant to which, among other things, Jiyin Leasing agreed to purchase the Leased Assets from Hongsong, at an aggregate consideration of RMB120,000,000, which shall be leased back to Hongsong for a term of 3 years at a total lease payment of approximately RMB132,291,681. The principal terms of the Finance Lease Agreements are summarised as follows: DATE 11 September 2018 PARTIES (i) Jiyin Leasing; and (ii) Hongsong. SUBJECT MATTER Jiyin Leasing agreed to purchase the Leased Assets from Hongsong and following which, to lease back the Leased Assets to Hongsong after the purchase, subject to the terms and conditions of the Finance Lease Agreements. CONSIDERATION Jiyin Leasing agreed to purchase the Leased Assets from Hongsong for a total consideration of RMB120,000,000. Subject to fulfillment of certain conditions as set out in the Finance Lease Agreements (including but not limited to the obtaining of the internal approval(s) by Hongsong and the guarantors, the payment of the guarantee deposit of RMB12,000,000 and service fee of RMB5,400,000 by Hongsong and the issue of the payment request by Hongsong setting out the payment details), Jiyin Leasing shall pay the consideration to Hongsong in one lump sum or by instalments. The consideration was agreed between Jiyin Leasing and Hongsong with reference to the appraised value of the Leased Assets as at 30 June 2018 as appraised by an independent valuer in the amount of approximately RMB144,316,092. LEASED ASSETS Leased assets are fixed assets including the wind power generators and the ancillaries of the Hongsong phase 6 wind power energy project undertaken at the Hebei Pui Feng wind power farm* by Hongsong. The appraised value of the Leased Assets as at 30 June 2018 as appraised by an independent valuer amounted to approximately RMB144,316,092. 2

3 LEASED PERIOD 36 months commencing from the date of the Finance Lease Agreements. LEASE PAYMENTS Pursuant to the Finance Lease Agreements, the total amount of lease payments is approximately RMB132,291,681 which shall be paid by Hongsong to Jiyin Leasing in thirty-six instalments. The lease payments consist of: (a) the principal lease amount of RMB120,000,000, which is the same as the purchase consideration payable by Jiying Leasing; and (b) a total interest of approximately RMB12,291,681 at an annual interest rate of 6.175%, which is determined by reference to the then benchmark interest rate for loans with the same term as promulgated by the People s Bank of China. GUARANTEE DEPOSIT OF THE FINANCE LEASE AGREEMENTs AND SERVICE FEE In addition to the leased payments above, Hongsong shall make an initial deposit of RMB12,000,000 as guarantee and a service fee of RMB5,400,000 to Jiyin Leasing before the commencement of the Leased Period. The service fee and the lease payments were determined after arm s length negotiations between the parties to the Finance Lease Agreements with reference to the prevailing market rates for finance leases for similar assets. GUARANTEE The obligations of Hongsong under the Finance Lease Agreements shall be secured by: (i) a charge on the receivables of the electricity bills and other subsidies from the Hongsong phase 6 wind power energy project undertaken at the Hebei Pui Feng wind power farm* by Hongsong; (ii) a charge on the receivables of the electricity bills from the Hongsong phase 2 wind power energy project by Hongsong; (iii) personal guarantees from Mr. Zhang Zhixiang (an executive Director) and his spouse; and (iv) a corporate guarantee from Chengde Beichen High New Technology Co., Ltd., an indirect wholly-owned subsidiary of the Company. 3

4 OWNERSHIP OF THE ASSETS AND BUYBACK During the Lease Period, the ownership of the Leased Assets will be vested in Jiyin Leasing. Upon expiry of the Lease Period and subject to full payment of all lease payments and other payables by Hongsong under the Finance Lease Agreements, Jiyin Leasing shall transfer the ownership of the Leased Assets at a redemption price of RMB1,000,000 or a discounted price of RMB1,000 if Hongsong makes every lease payment punctually. REASONS FOR AND BENEFITS OF ENTERING INTO THE FINANCE LEASE AGREEMENTs The Group s revenue was mainly derived from Hongsong which is the Group s primary operation arm of wind farms in China, contributing a stable stream of revenue and profits to the Group in the recent year. The transactions contemplated under the Finance Lease Agreements are beneficial to the Group in expanding its financial channel, replenishing capital required for its production and operations as well as reducing its financial pressure. Besides, through customised finance lease services solutions provided to Hongsong by Jiyin Leasing, both the Group and Jiyin Leasing can effectively increase the liquidity of their assets and optimise their asset structures. The Directors are of the view that the terms under the Finance Lease Agreements are fair and reasonable and are in the interests of the Company and its Shareholders as a whole. INFORMATION OF THE COMPANY AND HONGSONG The Company is a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange. The Group is principally engaged in the businesses of wind power generation. Hongsong is an indirect non wholly-owned subsidiary of the Company and is principally engaged in wind farm operation in PRC. INFORMATION OF JIYIN LEASING Jiyin Leasing, a company incorporated in PRC with limited liability and is principally engaged in financial leasing, purchase of leased assets, lease advisory and guarantees. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, Jiyin Leasing and its beneficial owner are independent of and not connected with the Company and its connected persons. 4

5 LISTING RULES IMPLICATIONS As one or more of the applicable percentage ratios under Chapter 14 of the Listing Rules in respect of the transactions contemplated under the Finance Lease Agreements in aggregate exceed(s) 25%, the entering into of the Finance Lease Agreements constitutes a major transaction for the Company and is subject to the reporting, announcement, circular and shareholders approval requirements under Chapter 14 of the Listing Rules. The EGM will be convened to consider and, if thought fit, pass the ordinary resolution to approve, among others, the Finance Lease Agreements. To the knowledge of the Directors, having made reasonable inquiries, none of the Shareholders shall abstain from voting in respect of the approval on the Finance Lease Agreements at the EGM. A circular containing, among other things, further details of the Finance Lease Agreements and a notice of the EGM will be despatched to the Shareholders. The Company expects that the circular will be despatched no later than 15 business days after the date of this announcement in accordance with the Listing Rules. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following respective meanings. Board Company connected person(s) Director(s) EGM Finance Lease Agreements Group the board of Directors China Ruifeng Renewable Energy Holdings Limited (Stock code: 527), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange has the meaning ascribed thereto under the Listing Rules director(s) of the Company an extraordinary general meeting of the Company to be convened for the purpose of considering, and if thought fit, approving the Finance Lease Agreements and the transactions contemplated thereunder the finance lease agreement and the asset transfer agreement both dated 11 September 2018 entered into between Hongsong and Jiyin Leasing in relation to the finance leasing and purchase of the Leased Assets the Company and its subsidiaries 5

6 Hongsong Hebei Hongsong Wind Power Co., Ltd.*, a sino-foreign equity joint venture company and indirectly owned as to 86.55% by the Company HK$ Hong Kong dollar(s), the lawful currency of Hong Kong Jiyin Leasing Jiyin Financial Leasing Company Limited*, a company established in the PRC with limited liability Leased Assets the wind power generators and the ancillaries of the Hongsong phase 6 wind power energy project undertaken at the Hebei Pui Feng wind power farm* by Hongsong Lease Period a period of thirty-six (36) months which commences from the date of the Finance Lease Agreements Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange PRC the People s Republic of China, which for the purpose of this announcement, excludes Hong Kong, Macau Special Administrative Region and Taiwan RMB Renminbi, the lawful currency of the People s Republic of China Shareholder(s) holder(s) of the share(s) of the Company Stock Exchange The Stock Exchange of Hong Kong Limited By order of the Board of China Ruifeng Renewable Energy Holdings Limited Zhang Zhixiang Executive Director and Chief Executive Officer Hong Kong, 11 September 2018 As at the date of this announcement, the executive Directors are Mr. Zhang Zhixiang (Chief Executive Officer), Mr. Ning Zhongzhi, Mr. Li Tian Hai and Mr. Peng Ziwei; and the independent non-executive Directors are Ms. Wong Wai Ling, Mr. Qu Weidong and Ms. Hu Xiaolin. If there is any inconsistency between the Chinese names of PRC entities, departments, facilities, regulations or standards, and titles mentioned in this announcement and their English translation, the Chinese version shall prevail. * For Identification purposes only 6