China Ruifeng Renewable Energy : INSIDE INFORMATION TERMINATION OF THE MEMORANDUM OF UNDERSTA...

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CHINA RUIFENG RENEWABLE ENERGY HOLDINGS LIMITED ʕ਷๿ࠬอঐ๕છٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 527)

INSIDE INFORMATION

TERMINATION OF THE MEMORANDUM OF UNDERSTANDING

IN RELATION TO THE POSSIBLE SUBSCRIPTION AND

THE POSSIBLE ACQUISITION

This announcement is made by China Ruifeng Renewable Energy Holdings Limited (the "Company") pursuant to the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

References are made to (i) the announcement of the Company dated 19 July 2018 (the "Announcement") relating to a non-legally binding memorandum of understanding (the "MOU") dated 17 July 2018 entered into between the Company and the Subscriber; (ii) the announcements of the Company dated 20 August, 20 September, 22 October and 3 December 2018 and 2 January 2019 setting out monthly updates on the status and progress in relation to the Proposed Transactions; and (iii) the announcement of the Company dated 1 November 2018 relating to a non-legally binding supplemental memorandum of understanding (the "Supplemental MOU") dated 1 November 2018 entered into between the Company and the Subscriber. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

Pursuant to the terms of the MOU, among other matters, the Company and the Subscriber shall use their best endeavours to negotiate and enter into a Formal Agreement before the expiry of the Exclusivity Period and the Exclusivity Period of 180 days commencing from the date of the MOU will end on 16 January 2019. The Board announces that the Company and the Subscriber could not reach a consensus on the terms of the Possible Subscription and the Possible Acquisition, and have not entered into a Formal Agreement nor any agreement to extend the Exclusivity Period. Therefore, the Company and the Subscriber mutually agreed to terminate the MOU and the Supplemental MOU. As a result, the Company and the Subscriber will not be proceeding with the Possible Subscription, Possible Acquisition and the Whitewash Waiver.

The Board considers that the termination of the MOU and the Supplemental MOU has no material adverse impact on the business operation and financial position of the Group.

By Order of the Board

China Ruifeng Renewable Energy Holdings Limited

Zhang Zhixiang

Executive Director and Chief Executive Officer

Hong Kong, 16 January 2019

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.

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.