DISCLOSEABLE TRANSACTION - CAPITAL INJECTION AND ACQUISITION OF EQUITY INTEREST

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中国瑞风新能源控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 00527) DISCLOSEABLE TRANSACTION CAPITAL INJECTION AND ACQUISITION OF EQUITY INTEREST CAPITAL INJECTION AGREEMENT On 15 July 2024 (after trading hours) the Company the Vendors and the Target Company entered into the Capital Injection Agreement pursuant to which the Company has conditionally agreed to make the Capital Injection of RMB55.2 million into the Target Company. The additional capital injected shall be used solely for the purpose of developing the Project Company’s energy storage project in Chabei Management District of Zhangjiakou City of Hebei Province in the PRC. After the Capital Injection the registered capital of the Target Company will be increased to RMB10 million and the Company will hold 60% of the enlarged registered capital in the Target Company.IMPLICATION UNDER THE LISTING RULES As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Capital Injection Agreement exceed 5% but are less than 25% the entering into of the Capital Injection Agreement and the transactions contemplated thereunder constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements set out in the Listing Rules.– 1 –The Board is pleased to announce that on 15 July 2024 (after trading hours) the Company the Vendors and the Target Company entered into the Capital Injection Agreement pursuant to which the Company has conditionally agreed to make the Capital Injection of RMB55.2 million into the Target Company. After the Capital Injection the registered capital of the Target Company will be increased to RMB10 million and the Company will hold 60% of the enlarged registered capital in the Target Company.THE CAPITAL INJECTION AGREEMENT As at the date of this announcement and prior to the completion of the Capital Injection the Target Company has a registered capital of RMB1 million which has not been paid up and was owned as to 95% by Vendor A and 5% by Vendor B respectively. The Project Company has a registered capital of RMB50 million and paid-up capital of RMB30 million.Pursuant to the Capital Injection Agreement (i) Vendor B will transfer its 5% equity interest of the Target Company to Vendor A at nil consideration; (ii) the registered capital of the Target Company will be increased from RMB1 million to RMB10 million of which Vendor A and the Company shall inject additional capital of RMB4 million and RMB6 million respectively; (iii) Vendor A and the Company shall inject additional capital in the amount of RMB32.8 million and RMB49.2 million respectively as capital reserve of the Target Company; and (iv) the registered capital of the Project Company will be increased from RMB50 million to RMB100 million.The additional capital injected by Vendor A and the Company shall be used solely for the purpose of developing the Project Company’s grid-side independent energy storage project in Chabei Management District of Zhangjiakou City of Hebei Province in the PRC with a capacity of 300 megawatt/1.2 gigawatt hours.To ensure the completion of the Capital Injection by the Company the Company shall pay a refundable deposit of RMB5 million to a designated account of the Project Company within 2 working days after the date of the Capital Injection Agreement. Such refundable deposit shall be returned in full to the Company within 5 working days after the Company injected initial capital in the amount of RMB30 million to the Target Company.The Capital Injection shall be completed within 5 working days upon all parties having obtained all necessary or applicable approvals authorisations consents and licenses for the Capital Injection Agreement and the transactions contemplated thereunder.The Capital Injection will be funded by the Group’s internal resources.The completion of the Capital Injection will result in the Group having control over the Target Company and the Project Company and will therefore be consolidated into the financial statements of the Company as its indirect non-wholly owned subsidiaries.– 2 –Rights of the Company after Capital Injection Pursuant to the Capital Injection Agreement following the Capital Injection to the Target Company the Company will share the profit of the Target Company together with Vendor A in proportion to its shareholding. The executive director legal representative and chief financial officer of the Target Company shall be appointed by the Company.INFORMATION ON THE PARTIES The Company The principal activity of the Company is investment holding. The Group is principally engaged in the business of wind power generation in the PRC.The Target Company The Target Company is a company incorporated in the PRC with limited liability in August 2023. It is principally engaged in investment holding. The Target Company holds 100% equity interest in the Project Company.The Project Company The Project Company is a company incorporated in the PRC with limited liability in August 2023. It is principally engaged in the development of energy storage facility and electricity generation.Set out below is the extract of the consolidated financial information of the Target Company and its subsidiary namely the Project Company for the period ended 30 April 2024 prepared in accordance with the generally accepted accounting principles of the PRC: As at 30 April 2024 (unaudited) RMB’000 Total assets 29611 Net liabilities 3370 Unaudited consolidated loss before taxation of the Target Company for the four months ended 30 April 2024 amounted to approximately RMB2.8 million.– 3 –Vendor A Vendor A is a company incorporated in the PRC with limited liability. It is principally engaged in investment holding and is beneficially held by an individual Ms. Fan Hongdong (范红东).Vendor B Vendor B is a company incorporated in the PRC with limited liability. It is principally engaged in investment holding and is beneficially held by an individual Mr. Xie Chuning (谢楚宁).To the best of the Directors’ knowledge information and belief and having made all reasonable enquiries the Target Company the Project Company the Vendors and their ultimate beneficial owner(s) are Independent Third Parties and not connected to the Company and its connected persons.BASIS FOR DETERMINING THE PRICE OF THE CAPITAL INJECTION The price of the Capital Injection was determined after arm’s length negotiation between the parties with reference to (i) the amount of capital injection paid up by the Target Company into the Project Company of RMB30 million; and (ii) the operation status financial position and capital forecast of the Project Company.REASONS FOR AND BENEFITS OF THE CAPITAL INJECTION AGREEMENT The PRC has formulated a 30/60 “dual carbon” goal of “carbon neutrality and carbonpeaking” from a strategic perspective. In the process of achieving the goal of “carbonneutrality” the PRC has proposed to build a “modern energy system and new power systemwith renewable energy as the main body” to increase the proportion of renewable energy consumption. Energy storage is an important component in building the above mentionednew power system. On 2 April 2024 the National Energy Administration issued the “Noticeon Promoting the Grid Integration and Dispatch Application of New Energy Storage” (the “Notice”). The Notice aims to standardize grid connection of energy storage promote efficient dispatch and application of energy storage facilitate high-quality development of the energy storage industry and provide strong support for the construction of new power systems and new energy systems.– 4 –Based on the information from the National Energy Administration energy storage continues its rapid development in 2024. As of the end of the first quarter of 2024 the cumulative installed capacity of energy storage projects that have been completed and put into operation across the PRC has reached 35.3 million kilowatts an increase of more than 12% as compared with that of the end of 2023 and an increase of more than 210% as compared with that of the end of the first quarter of 2023.As disclosed in the Company’s annual report for the year ended 31 December 2023 as a renewable energy enterprise focusing on wind power operations the Group has been seeking development opportunities in the renewable energy field promoting complementarities between businesses optimizing the Group’s industrial structure and is committed to expanding the Group’s business layout and profit margins through project breakthroughs.By focusing on the national energy development strategy and the direction of power system reform the Group is expanding its traditional wind power and photovoltaic projects while deploying in the energy storage field to form a diversified and complementary renewable energy business structure. At present the Project Company has obtained the energy storage power station project registration in Chabei Management District Zhangjiakou City Hebei Province which is in line with the Group’s business development direction and national policy trends. The project is the first batch of grid-side independent energy storage demonstration projects in Hebei Province and is expected to become the first grid-side independent energy storage project in northern Hebei region that is qualified for grid connection. It will have a strong demonstration effect on alleviating wind and light abandonment and pressure on the power grid in northern Hebei region ensuring grid security and improving the consumption capacity of renewable energy. It is expected that this project can lay a solid and broad foundation for the Group’s long-term development in the future.Taking into account the abovementioned reasons and benefits the Board considers that the terms of the Capital Injection Agreement are negotiated after arm’s length basis and on normal commercial terms and are fair and reasonable and that it is in the interest of the Company and the Shareholders as a whole to enter into the Capital Injection Agreement.IMPLICATION UNDER THE LISTING RULES As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Capital Injection Agreement exceed 5% but are less than 25% the entering into of the Capital Injection Agreement and the transactions contemplated thereunder constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements set out in the Listing Rules.– 5 –DEFINITIONS In this announcement the following expressions shall unless context requires otherwise have the following meanings: “Board” The board of Directors of the Company “Capital Injection” the capital injection by Vendor A and the Company into the Target Company pursuant to the Capital Injection Agreement“Capital Injection the agreement entered into between the Company the TargetAgreement” Company and the Vendors on 15 July 2024 in relation to the Capital Injection “Company” China Ruifeng Renewable Energy Holdings Limited a company incorporated in the Cayman Islands with limited liability and whose Shares are listed on the Stock Exchange “Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC“Independent Third party(ies) who is(are) not connected person(s) of the CompanyParty(ies)” and its subsidiaries and is(are) third party(ies) independent of the Company and connected persons of the Company “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China “Project Company” Hebei Ruifeng Yunlian Digital Company Limited* (河北瑞 风云联数字新能源有限公司) a company incorporated in the PRC with limited liability “RMB” Renminbi the lawful currency of the PRC “Stock Exchange” The Stock Exchange of Hong Kong Limited – 6 –“Target Company” Jiujia Renewable Energy Investment (Guangzhou) Company Limited* (九嘉新能源投资(广州)有限公司) a company incorporated in the PRC with limited liability “Vendor A” Zhuhai Hengqin Jiujia Project Management Enterprise (Limited Partnership)* (珠海横琴九嘉项目管理企业(有限 合伙)) a partnership incorporated in the PRC with limited liability “Vendor B” Guangzhou Ruibo Longxin Industrial Company Limited* (广州市瑞博龙新实业有限公司) a l imited company incorporated in the PRC with limited liability “Vendors” Vendor A and Vendor B collectively * The English translation in this announcement is for reference only. The official names are in Chinese.By order of the Board of China Ruifeng Renewable Energy Holdings Limited Zhang Zhixiang Executive Director and Chief Executive Officer Hong Kong 15 July 2024 As at the date of this announcement the executive Directors are Mr. Yuan Wanyong (Chairman) Mr. Zhang Zhixiang (Chief Executive Officer) and Mr. Ning Zhongzhi; and the independent non-executive Directors are Mr. Jiang Senlin Mr. Qu Weidong and Ms. Hu Xiaolin.–7–