China Ruifeng Renewable Energy : LAPSE OF DISCLOSEABLE TRANSACTION IN RELATION TO THE DISPOSA...

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CHINA RUIFENG RENEWABLE ENERGY HOLDINGS LIMITED ʕ਷๿ࠬอঐ๕છٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 527)

LAPSE OF DISCLOSEABLE TRANSACTION IN RELATION TO THE DISPOSAL OF THE ENTIRE ISSUED SHARED CAPITAL OF A WHOLLY-OWNED SUBSIDIARY INVOLVING SUBSCRIPTION OF

3.5% CONVERTIBLE BONDS TO BE ISSUED BY LONGITECH SMART ENERGY HOLDING LIMITED

References are made to (i) the announcement of the Company dated 7 November 2018 in relation to the Sale and Purchase Agreement entered into among the Purchaser, LongiTech, the Warrantor and the Company, pursuant to which, the Purchaser has conditionally agreed to acquire and the Company has conditionally agreed to sell the Sale Shares, representing the entire issued share capital of the Target Company, at the Consideration of HK$195,360,000, which is to be satisfied by the issuance of the Convertible Bonds in the principal amount of HK$195,360,000 by LongiTech; (ii) the announcement of the Company dated 20 November 2018 in relation to the extension of the Long Stop Date to 7 December 2018 or such other date as the parties to the Sale and Purchase Agreement may further agree in writing; and (iii) the announcement of the Company dated 7 December 2018 in relation to the further extension of the Long Stop Date to 10 January 2019 or such other date as the parties to the Sale and Purchase Agreement may further agree in writing (collectively, the "Announcements"). Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

The Board announces that as certain conditions precedent under the Sale and Purchase Agreement have not been fulfilled and/or waived (as the case may be) on or before 10 January 2019 and the parties to the Sale and Purchase Agreement have not agreed on any further extension of the Long Stop Date, the Sale and Purchase Agreement has lapsed and terminated and the Disposal will not be proceeded.

The Board considers that the lapse of the Sale and Purchase Agreement will not have any material adverse impact on the business, operation and financial position of the Group.

By order of the Board of

China Ruifeng Renewable Energy Holdings Limited

Zhang Zhixiang

Executive Director and Chief Executive Officer

Hong Kong, 10 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.