China Ruifeng Renewable Energy : CONNECTED TRANSACTION PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF THE 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 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

中國瑞風新能源控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00527)

CONNECTED TRANSACTION

PROPOSED AMENDMENTS TO

THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS

Independent Financial Adviser to the Independent Board Committee and

the Independent Shareholders

PROPOSED AMENDMENTS TO THE CONVERTIBLE BONDS

The Board is pleased to announce that on 10 September 2020 (after trading hours), the Company and the Bondholders entered into the Supplemental Deeds, pursuant to which it is agreed that, subject to the fulfilment or, if applicable, waiving of the conditions precedent to the Supplemental Deeds:

1. the interest rate of the Convertible Bonds shall be increased from 8% per annum to 10% per annum from the Effective Date of the Supplemental Deeds;
2. the Conversion Price shall be adjusted from HK$0.475 to HK$0.270 per Conversion Share, subject to adjustment which include consolidation, sub-division and reclassification of the Shares, capitalisation issue, capital distributions, rights issues of Shares or options over Shares or other securities of the Company, issue of Shares or other securities of the Company in discount, modification of Conversion Rights and other offer of securities; and

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1. the conditions subsequent to the Subscription Agreement shall be deleted and replaced in its entirety as follows:
2. 1. in the event that the condition precedent to the Supplemental Deeds in relation to the Deposit is waived by the Bondholders, the Bondholders having received from the Company documents to evidence that the Share Charges provided by the Company to the Bondholders have been duly executed and filed by all parties thereto in the form and substance satisfactory to the Bondholders within one (1) month from the Effective Date (or such other time as the Company and the Bondholders may agree in writing); and
   2. in the event that the condition precedent to the Supplemental Deeds in relation to the Deposit is waived by the Bondholders, the Bondholders having received documents to evidence that (1) the existing equity pledge of Hongsong Wind Power has been duly released by the existing charge(s); and (2) the Equity Pledges provided by the Company to the Bondholders have been duly executed and filed by all parties thereto in the form and substance satisfactory to the Bondholders within one (1) month from the Effective Date (or such other time as the Company and the Bondholders may agree in writing).

Save for the aforesaid, all other terms and conditions of the Subscription Agreement and the instrument constituting the Convertible Bonds which are disclosed in the Circular shall remain unchanged and are still in full force and effect.

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 28.05 of the Listing Rules, any alteration in the terms of convertible debt securities after issue must be approved by the Stock Exchange, except where the alteration takes effect automatically under the existing terms of such convertible debt securities. The Proposed Amendments will take effect (1) upon the approval of the Stock Exchange being granted; and (2) the approval of the Shareholders in the EGM. An application will be made to the Stock Exchange for its approval of the Proposed Amendments pursuant to Rule 28.05 of the Listing Rules when appropriate.

As at the date of this announcement, Filled Converge is wholly-owned by Mr. Zhang, who is an executive Director and a substantial Shareholder. Filled Converge is an associate of Mr. Zhang and accordingly a connected person of the Company. As such, the Supplemental Deeds and the transactions contemplated thereunder constitute a connected transaction of the Company and is subject to the reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

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Mr. Zhang has material interest in the Supplemental Deeds and has abstained from voting on the resolutions passed by the Board to approve the Supplemental Deeds and the transactions contemplated thereunder.

GENERAL

The Independent Board Committee has been established to make recommendation to the Independent Shareholders regarding the Supplemental Deeds and the transactions contemplated thereunder (including the Proposed Amendments and the grant of the Specific Mandate). The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Supplemental Deeds and the transactions contemplated thereunder.

The EGM will be convened and held for the Independent Shareholders to consider, and if thought fit, to approve the Supplemental Deeds and the transactions contemplated thereunder (including the Proposed Amendments and the grant of the Specific Mandate). A circular containing, among other things, (i) further information of the Supplemental Deeds and the Proposed Amendments; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders in relation to the Supplemental Deeds and the transactions contemplated thereunder; (iii) the advice of the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Supplemental Deeds and the transactions contemplated thereunder; and

1. a notice convening the EGM, is expected to be despatched to the Shareholders on or before 16 October 2020.

Diamond Era, which is wholly-owned by Mr. Zhang, holds 446,174,325 Shares (representing approximately 22.54% of the total number of issued Shares) as at the date of this announcement. Mr. Zhang and his associates will be required to abstain from voting on the resolutions in respect of the Supplemental Deeds and the transactions contemplated thereunder at the EGM. To the best of the information, belief and knowledge of the Directors, save for Mr. Zhang and his associates, no other Shareholder has any material interest in the Supplemental Deeds and the transactions contemplated thereunder and is required to abstain from voting on the resolutions passed by the Board to approve the Supplemental Deeds and the transactions contemplated thereunder in the EGM. Save for Mr. Zhang, none of the Directors has material interest in the Supplemental Deeds and the transactions contemplated thereunder and is required to abstain from voting on the resolutions passed by the Board to approve the Supplemental Deeds and the transactions contemplated thereunder in the EGM.

References are made to the announcements of the Company dated 31 December 2018, 1 February 2019, 20 February 2019, 25 March 2019 and 30 March 2020, and the Circular in relation to the issuance of the 8% secured convertible bonds in the aggregate principal amount of HK$313,795,000 due 2021. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular unless the context otherwise requires.

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As at the date of this announcement, (i) the Company has not made any early redemption on any part of the outstanding Convertible Bonds; (ii) none of the Conversion Rights attached to the Convertible Bonds has been exercised by any of the Bondholders; (iii) the total outstanding principal amount of the Convertible Bonds is HK$313,795,000; and (iv) all the outstanding Convertible Bonds are held by the Bondholders.

THE SUPPLEMENTAL DEEDS

The Board is pleased to announce that on 10 September 2020 (after trading hours), the Company and the Bondholders entered into the Supplemental Deeds.

Date:	10 September 2020
Parties:	the Company (as issuer)
	Filled Converge (as bondholder I); and
	Well Foundation (as bondholder II)

As at the date of this announcement, Filled Converge is wholly-owned by Mr. Zhang, who is an executive Director and a substantial Shareholder. Filled Converge is an associate of Mr. Zhang and accordingly a connected person of the Company. To the best of the information, belief and knowledge of the Directors, Well Foundation and its ultimate beneficial owners are not connected persons (as defined under the Listing Rules) of the Company.

The rights and obligations of Filled Converge and Well Foundation are several and not joint under the Subscription Agreement (as amended by the Supplemental Deeds).

The Proposed Amendments

The principal terms of the Subscription Agreement and Convertible Bonds as amended pursuant to the Supplemental Deeds are, subject to the fulfilment or, if applicable, waiving of the conditions precedent to the Supplemental Deeds, summarised as follows:

1. the interest rate of the Convertible Bonds shall be increased from 8% per annum to 10% per annum from the Effective Date of the Supplemental Deeds;
2. the Conversion Price shall be adjusted from HK$0.475 to HK$0.270 per Conversion Share, subject to adjustment which include consolidation, sub-division and reclassification of the Shares, capitalisation issue, capital distributions, rights issues of Shares or options over Shares or other securities of the Company, issue of Shares or other securities of the Company in discount, modification of Conversion Rights and other offer of securities; and

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1. the conditions subsequent to the Subscription Agreement shall be deleted and replaced in its entirety as follows:
2. 1. in the event that the condition precedent to the Supplemental Deeds in relation to the Deposit is waived by the Bondholders, the Bondholders having received from the Company documents to evidence that the Share Charges provided by the Company to the Bondholders have been duly executed and filed by all parties thereto in the form and substance satisfactory to the Bondholders within one
      (1) month from the Effective Date (or such other time as the Company and the Bondholders may agree in writing); and
   2. in the event that the condition precedent to the Supplemental Deeds in relation to the Deposit is waived by the Bondholders, the Bondholders having received documents to evidence that (1) the existing equity pledge of Hongsong Wind Power has been duly released by the existing charge(s); and (2) the Equity Pledges provided by the Company to the Bondholders have been duly executed and filed by all parties thereto in the form and substance satisfactory to the Bondholders within one (1) month from the Effective Date (or such other time as the Company and the Bondholders may agree in writing).

Save for the aforesaid, all other terms and conditions of the Subscription Agreement and the instrument constituting the Convertible Bonds which are disclosed in the Circular shall remain unchanged and are still in full force and effect. Please refer to the Circular for the principal terms of the Convertible Bond.

Conditions Precedent to the Supplemental Deeds

Pursuant to the Supplemental Deeds, the Supplemental Deeds are subject to the satisfaction or, if applicable, waiving of the following conditions:

1. the Bondholders having obtained all necessary consents and approvals in respect of the Supplemental Deeds and the transactions contemplated thereunder;
2. the Company having obtained all necessary consents and approvals in respect of the Supplemental Deeds and the transactions contemplated thereunder including, but not limited to, the approval by the Shareholders in the EGM (if required);
3. the Stock Exchange having approved the Supplemental Deeds and the transaction contemplated thereunder pursuant to the Listing Rules (including but not limited to Rule 28.05 of the Listing Rules) and if required, the Listing Committee granting approval for the listing of, and permission to deal in, the Conversion Shares on the Stock Exchange and the approval not having been subsequently revoked or cancelled; and

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1. the Bondholders having received evidence showing that the Deposit has been made into a designated PRC bank account or securities account as agreed by the Company and the Bondholders in writing.

The condition (d) can be waived by the Bondholders under their absolute discretion collectively. In the event that the Supplemental Deeds lapses due to the failure to satisfy conditions (a), (b) or (c) mentioned above, the Company shall have the right to withdraw all or part of the Deposit which has been paid by the Company with interest (if any) three

1. days after the Long Stop Date, or three (3) days after the said condition(s) cannot be satisfied, whichever is earlier.

As at the date of this announcement, the conditions precedent to the Supplemental Deeds have not yet been fulfilled.

Conversion Price Per Conversion Share

The Conversion Price of the Convertible Bonds of HK$0.270 per Conversion Share represents:

1. a premium of approximately 5.88% over the closing price of the Shares of HK$0.255 on 10 September 2020, being the Last Trading Day;
2. a premium of approximately 4.65% over the average closing price of the Shares for the five consecutive trading days prior to the Last Trading Day of approximately HK$0.258; and
3. a premium of approximately 4.25% over the average closing price of the Shares for the ten consecutive trading days prior to the Last Trading Day of approximately HK$0.259.

Assuming the Conversion Rights attaching to the Convertible Bonds are exercised in full at the Conversion Price of HK$0.270 per Conversion Share, 1,162,203,703 Conversion Shares will fall to be issued to the Bondholders, representing approximately 58.72% of the issued capital of the Company as at the date of this announcement and approximately 37.00% of the issued share capital of the Company as enlarged by the issue and allotment of the Conversion Shares.

APPLICATION OF LISTING

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares. No application has been made of the listing of, and permission to deal in, the Convertible Bonds on the Stock Exchange or any other stock exchange.

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REASONS FOR THE PROPOSED AMENDMENTS

The Company is a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange. The Group is principally engaged in the business of wind farm operation.

References are made to the announcement of the Company dated 29 November 2019 and the circular of the Company dated 24 December 2019 (the "VSD Circular") in relation to the proposed very substantial disposal regarding the sale and leaseback transactions of the Company (the "Disposal").

It is disclosed in the VSD Circular that Hongsong Wind Power, being a subsidiary of the Company, is currently undertaking a transaction where Hongsong Wind Power proposed to dispose of certain wind power generators, ancillaries, buildings and land use rights to an independent third party. Certain assets among the assets to be disposed of under the VSD Circular (the "Assets Involved"), being the main assets of certain Equity Pledges and Share Charges (the "Collateral") made by the Group in favour of the Bondholders, are the subject matters of the conditions subsequent to the Subscription Agreement and accordingly, the Company is unable to satisfy those conditions subsequent thereto. The Board is therefore of the opinion that (1) the upward adjustment of interest rate of the Convertible Bonds from 8% to 10% per annum; (2) the change in Conversion Price from HK$0.475 to HK$0.270 per Conversion Share; and (3) the insertion of new clause in relation to the mechanism of Deposit are reasonable to compensate the Bondholders for their higher risk exposure in respect of the Convertible Bonds without the Collateral. The Board is of the view that the increase of interest rate and the decrease of Conversion Price of the Convertible Bonds would not cause a substantial negative impact on the financial position of the Group. Accordingly, the Directors (excluding (i) members of the Independent Board Committee whose views can only be formed after having been advised by the Independent Financial Adviser; and (ii) Mr. Zhang, who has material interest in the Supplemental Deeds and has abstained from voting on the resolutions passed by the Board to approve the Supplemental Deeds and the transactions contemplated thereunder) consider that the Supplemental Deeds are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the Company has a total of 1,979,140,800 Shares in issue. Assuming that there are no other changes in the issued share capital of the Company from the date of this announcement up to the full conversion of the Convertible Bonds by the Bondholders at the Conversion Price of HK$0.270 per Conversion Share, the shareholding structures of the Company (i) as at the date of this announcement; (ii) immediately after full conversion of the Convertible Bonds at HK$0.475 per Conversion Share (pursuant to the Subscription Agreement); and (iii) immediately after full conversion of the Convertible Bonds at HK$0.270 per Conversion Share (as amended by the Supplemental Deeds) are illustrated as follows:

					Immediately after full conversion	Immediately after full conversion
						of the Convertible Bonds at	of the Convertible Bonds at
						HK$0.475 per Conversion	HK$0.270 per Conversion
	As at the date of this		Share (pursuant to the	Share (as amended by the
Shareholders	announcement		Subscription Agreement)	Supplemental Deeds)
	Number of	%		Number of	%	Number of	%
	Shares	(approximately)		Shares	(approximately)	Shares	(approximately)
Diamond Era (Note 1)	446,174,325		22.54		446,174,325	16.90	446,174,325		14.20
Filled Converge (Notes 1 and 2)	-	-	619,332,631	23.46	1,089,566,666		34.69
Well Foundation	-	-	41,288,421	1.57	72,637,037		2.31
Public Shareholders	1,532,966,475		77.46		1,532,966,475	58.07	1,532,966,475		48.80
Total	1,979,140,800		100.00		2,639,761,852	100.00	3,141,344,503		100.00

Notes:

1. Mr. Zhang is the beneficial owner of the entire issued shares of Diamond Era and Filled Converge. Mr. Zhang is deemed, or taken to be, interested in the Shares in which Diamond Era and Filled Converge are interested for the purpose of the SFO. Mr. Zhang is an executive Director and a substantial Shareholder. As at the date of this announcement and upon completion of full conversion of the Convertible Bonds at HK$0.270 per Conversion Share after the Proposed Amendments, Mr. Zhang remains as a substantial Shareholder.
2. The shareholdings of the Company set out in the above table are for illustration purpose only. The Conversion Restrictions stipulate that any exercise of the Conversion Rights shall (i) be complied with the obligation under Rule 26 of the Takeovers Code by Filled Converge; or (ii) not render the Company no longer be able to maintain the minimum 25% public float of the Shares as required under the Listing Rules.

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INFORMATION OF THE COMPANY

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 business of wind power generation.

INFORMATION OF FILLED CONVERGE

Filled Converge is a company incorporated in the BVI with limited liability. Filled Converge is wholly-owned by Mr. Zhang, who is an executive Director and a substantial Shareholder. Its principal business is investment holding.

INFORMATION OF WELL FOUNDATION

Well Foundation is a company incorporated in Hong Kong with limited liability. Well Foundation is an indirect wholly-owned subsidiary of China Tonghai International Financial Limited, the shares of which are listed on the Main Board of the Stock Exchange (Stock code: 952). To the best of the information, belief and knowledge of the Directors, Well Foundation and its ultimate beneficial owners are not connected persons (as defined under the Listing Rules) of the Company. Its principal business is investment holding.

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 28.05 of the Listing Rules, any alteration in the terms of convertible debt securities after issue must be approved by the Stock Exchange, except where the alteration takes effect automatically under the existing terms of such convertible debt securities. The Proposed Amendments will take effect (1) upon the approval of the Stock Exchange being granted; and (2) the approval of the Shareholders in the EGM. An application will be made to the Stock Exchange for its approval of the Proposed Amendments pursuant to Rule 28.05 of the Listing Rules when appropriate.

As at the date of this announcement, Filled Converge is wholly-owned by Mr. Zhang, who is an executive Director and a substantial Shareholder. Filled Converge is an associate of Mr. Zhang and accordingly a connected person of the Company. As such, the Supplemental Deeds and the transactions contemplated thereunder constitute a connected transaction of the Company and is subject to the reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

Mr. Zhang has material interest in the Supplemental Deeds and has abstained from voting on the resolutions passed by the Board to approve the Supplemental Deeds and the transactions contemplated thereunder.

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GENERAL

The Independent Board Committee has been established to make recommendation to the Independent Shareholders regarding the Supplemental Deeds and the transactions contemplated thereunder (including the Proposed Amendments and the grant of the Specific Mandate). The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Supplemental Deeds and the transactions contemplated thereunder.

The EGM will be convened and held for the Independent Shareholders to consider, and if thought fit, to approve the Supplemental Deeds and the transactions contemplated thereunder (including the Proposed Amendments and the grant of the Specific Mandate). A circular containing, among other things, (i) further information of the Supplemental Deeds and the Proposed Amendments; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders in relation to the Supplemental Deeds and the transactions contemplated thereunder; (iii) the advice of the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Supplemental Deeds and the transactions contemplated thereunder; and (iv) a notice convening the EGM, is expected to be despatched to the Shareholders on or before 16 October 2020.

Diamond Era, which is wholly-owned by Mr. Zhang, holds 446,174,325 Shares (representing approximately 22.54% of the total number of issued Shares) as at the date of this announcement. Mr. Zhang and his associates will be required to abstain from voting on the resolutions in respect of the Supplemental Deeds and the transactions contemplated thereunder at the EGM. To the best of the information, belief and knowledge of the Directors, save for Mr. Zhang and his associates, no other Shareholder has any material interest in the Supplemental Deeds and the transactions contemplated thereunder and is required to abstain from voting on the resolutions passed by the Board to approve the Supplemental Deeds and the transactions contemplated thereunder in the EGM. Save for Mr. Zhang, none of the Directors has material interest in the Supplemental Deeds and the transactions contemplated thereunder and is required to abstain from voting on the resolutions passed by the Board to approve the Supplemental Deeds and the transactions contemplated thereunder in the EGM.

Shareholders and investors should note that the Supplemental Deeds are subject to various conditions as stated in the section headed "Conditions Precedent to the Supplemental Deeds". Potential investors and Shareholders are therefore urged to exercise caution when dealing in the Shares.

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DEFINITIONS

"Bondholders"	Filled Converge and Well Foundation collectively, both
	being the only bondholders of the Convertible Bonds as at
	the date of this announcement
"BVI"	British Virgin Islands
"Circular"	circular of the Company dated 31 January 2019 in relation
	to the issuance of the 8% secured convertible bonds in the
	aggregate principal amount of HK$313,795,000 due 2021
"Conversion Price"	HK$0.475 per Conversion Share (subject to price
	adjustments and pursuant to the Subscription Agreement)
"Convertible Bonds"	the 8% secured convertible bonds in the aggregate principal
	amount of HK$313,795,000 due 2021 (extendable to 2022)
	to be issued by the Company pursuant to the Subscription
	Agreement
"Deposit"	a sum of RMB300,000,000
"EGM"	the general meeting of the Company to be convened for
	the purpose of considering and if thought fit, approving
	the Supplemental Deeds and the transactions contemplated
	thereunder, including the Proposed Amendments and the
	grant of the Specific Mandate
"Effective Date"	the date on which all the conditions precedents to the
	Supplemental Deeds are fulfilled and/or waived and shall
	not be later than the Long Stop Date
"Independent Board	the independent committee of the Board which comprises
Committee"	all the independent non-executive Directors, namely
	Mr. Jiang Senlin, Mr. Qu Weidong and Ms. Hu Xiaolin,
	established to advise the Independent Shareholders in
	respect of the Supplemental Deeds and the transactions
	contemplated thereunder

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"Independent Financial	Opus Capital Limited, a corporation licensed under the
Adviser"	SFO to carry out Type 1 (dealing in securities) and Type
	6 (advising on corporate finance) regulated activities
	under the SFO, being the independent financial adviser
	appointed by the Company to advise the Independent Board
	Committee and the Independent Shareholders in respect of
	the Supplemental Deeds and the transactions contemplated
	thereunder
"Last Trading Day"	10 September 2020, being the last full trading day of the
	Shares on the Stock Exchange immediately prior to the
	signing of the Supplemental Deeds
"Long Stop Date"	on or before 15 November 2020, which can be extended
	for up to one (1) month, subject to agreement between the
	Company and the Bondholders in writing
"Proposed Amendments"	the proposed amendments to the Subscription Agreement
	and the instrument constituting the Convertible Bonds
	pursuant to the terms of the Supplemental Deeds
"Supplemental Deeds"	the supplemental deeds entered into among the Company
	and the Bondholders on 10 September 2020 in relation to
	the Proposed Amendments on the Subscription Agreement
	and the instrument constituting the Convertible Bonds
	By Order of the Board
	China Ruifeng Renewable Energy Holdings Limited
	Zhang Zhixiang
	Executive Director and Chief Executive Officer

Hong Kong, 10 September 2020

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 Mr. Jiang Senlin, Mr. Qu Weidong and Ms. Hu Xiaolin.

The 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.

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