China Risun Group Limited — Capital/Financing Update 2025

Dec 17, 2025

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.

RISUN

China Risun Group Limited

中國旭陽集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1907)

DISCLOSABLE TRANSACTION

PROVISION OF GUARANTEE TO RISUN WEI SHAN

PROVISION OF GUARANTEE

The Board hereby announces that on December 17, 2025 (after trading hours), the Company, as guarantor, entered into the Deed of Guarantee with the Security Agent (for the benefit and on behalf of other Finance Parties under the Facility Agreement), pursuant to which the Company agreed to guarantee the due performance of the obligations of Risun Wei Shan under the Facility Agreement and other relevant finance documents in favor of the Finance Parties. The maximum payment obligation guaranteed by the Company under the Deed of Guarantee is expected to be up to US$269.6 million.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the expected maximum payment obligation guaranteed by the Company under the Deed of Guarantee exceed 5% but are all less than 25%, the provision of the Guarantee constitutes a discloseable transaction of the Company pursuant to the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

BACKGROUND

Risun Wei Shan is a joint venture of the Company, held as to 51% in aggregate by wholly-owned subsidiaries of the Company, and 49% in aggregate by two joint venture partners who are independent third parties. On December 17, 2025, Risun Wei Shan, as borrower, entered into the Facility Agreement with the Security Agent and other Finance Parties, whereby the relevant Finance Parties agreed to make available to Risun Wei Shan the Facilities in an aggregate principal amount of US$453 million based on the terms and conditions provided therein. The final repayment date of the Facilities falls on the last day of the 60th month from the date of the Facility Agreement.

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The Facilities consist of (i) a term loan facility in an aggregate amount of US$403 million, bearing an annual interest rate of 2.25% plus 3-month SOFR (subject to adjustments as specified in the Facility Agreement), which shall be applied towards repayment or prepayment of the existing facilities of Risun Wei Shan, and (ii) a revolving credit facility in an aggregate amount of US$50 million, bearing an annual interest rate of 2.00% plus the 3-month SOFR (subject to adjustments as specified in the Facility Agreement), which shall be applied towards financing the general working capital requirements of Risun Wei Shan. For information purpose only, the latest applicable SOFR as at December 15, 2025 is 3.75% per annum.

As a condition to the Finance Parties making available the Facilities to Risun Wei Shan pursuant to the Facility Agreement, the joint venture partners of Risun Wei Shan, including the Company which indirectly holds a 51% equity interest through its wholly-owned subsidiaries, agreed to provide guarantees in proportion to their respective equity interests in Risun Wei Shan, and to enter into deeds of guarantee with the Security Agent separately in this regard.

THE DEED OF GUARANTEE

The principal terms of the Deed of Guarantee entered into by the Company are set out below:

Date

December 17, 2025

Parties

(a) the Company, as guarantor; and
(b) PT Bank Mandiri (Persero) Tbk, as Security Agent (for the benefit and on behalf of other Finance Parties under the Facility Agreement)

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Finance Parties and their respective ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

Provision of the Guarantee

Pursuant to the Deed of Guarantee, the Company agreed to guarantee the due performance of the Secured Liabilities by Risun Wei Shan in favor of the Finance Parties, and undertook to the Finance Parties that, in the event Risun Wei Shan did not pay the Secured Liabilities (or any part thereof) when due and payable, the Company would pay 51% of the Secured Liabilities as if it were the principal obligor.

Based on the aggregate principal amount of the Facilities and interest calculation method stipulated in the Facility Agreement, and taking into account the proportion of the Secured Liabilities guaranteed by the Company under the Deed of Guarantee, the maximum payment obligation guaranteed by the Company is expected to be up to US$269.6 million.

Term of the Guarantee

The Guarantee shall remain in full force and effect until the Secured Liabilities have been fully and irrevocably paid, regardless of any intermediate payment or discharge.

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REASONS AND BENEFITS OF THE PROVISION OF THE GUARANTEE

Risun Wei Shan is currently operating a coke production base located in Morowali, Central Sulawesi, Indonesia, with a total planned production capacity of 4.8 million tons per annum (of which the production facilities with an annual capacity of 3.2 million tons have been completed and commissioned as at the date of this announcement). The provision of the Guarantee will aid Risun Wei Shan in securing the Facilities at a lower interest rate to meet its business development needs. Of the Facilities, US$403 million will be used to repay existing facilities from Chinese banks and financial institutions, which have an outstanding balance of the same amount as at the date of this announcement, and replacing the existing facilities is expected to reduce the financing costs of Risun Wei Shan by 75 basis points per annum.

Additionally, US$50 million from the Facilities will be used as supplementary working capital for Risun Wei Shan's daily operations. The guarantees (including the Guarantee provided by the Company) are offered by the joint venture partners of Risun Wei Shan in proportion to their respective equity interests in Risun Wei Shan, and will assist Risun Wei Shan in obtaining the Facilities, enhancing its turnover capacity, and ultimately generating long-term investment returns for the Group.

The Directors consider that the terms of the Deed of Guarantee are fair and reasonable and the provision of the Guarantee under the Deed of Guarantee is on normal commercial terms, and in the interests of the Company and its shareholders as a whole.

GENERAL INFORMATION

The Company

The Company is a leading integrated coke, coking chemicals and refined chemicals (including hydrogen-energy products) producer and supplier as well as relevant operation management services provider in the PRC with customers located in both the PRC and abroad. The Group initially operated four production bases in Hebei Province, the PRC and has since then expanded its operations to other provinces of the PRC, such as Inner Mongolia Autonomous Region and Shandong Province. It has gradually extended its overseas presence to Sulawesi Province, the Republic of Indonesia.

Risun Wei Shan

Risun Wei Shan is principally engaged in the production and sale of coke, and is currently operating a coke production base located in Morowali, Central Sulawesi, Indonesia, with a total planned production capacity of 4.8 million tons per annum (of which the production facilities with an annual capacity of 3.2 million tons have been completed and commissioned as at the date of this announcement). Risun Wei Shan is a joint venture of the Company, held as to 51% in aggregate by wholly-owned subsidiaries of the Company, 30% by Dawn International Capital Pte. Ltd. (which is ultimately and beneficially owned by Ms. Xiang Yangyang (項陽陽)), and 19% by Zoomwe Hong Kong Energy Trading Co., Limited (which is an indirect subsidiary of Hunan CNGR Holdings Group Co., Ltd. and ultimately controlled by Mr. Deng Weiming (鄧偉明)). To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Dawn International Capital Pte. Ltd. and Zoomwe Hong Kong Energy Trading Co., Limited and their respective ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

The Security Agent

PT Bank Mandiri (Persero) Tbk is Indonesia's largest state-owned commercial bank and is majority-owned by the Government of Indonesia through the Ministry of State-Owned Enterprises. Listed on the Indonesia Stock Exchange under the ticker BMRI, the bank operates across corporate banking, commercial and SME banking, retail banking, microfinance, treasury, and digital financial services, serving a wide and diversified customer base throughout Indonesia.

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LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the expected maximum payment obligation guaranteed by the Company under the Deed of Guarantee exceed 5% but are all less than 25%, the provision of the Guarantee constitutes a discloseable transaction of the Company pursuant to the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

"Board"
the board of Directors of the Company

"Company"
China Risun Group Limited (中國旭陽集團有限公司), an exempted company incorporated in the Cayman Islands with limited liability, whose shares are listed on the Stock Exchange (stock code: 1907)

"connected person(s)"
has the meaning given to it under the Listing Rules

"Deed of Guarantee"
the deed of guarantee dated December 17, 2025 entered into between the Company and the Security Agent, pursuant to which the Company agreed to guarantee the due performance of the obligations of Risun Wei Shan under the Facility Agreement and other relevant finance documents in favor of the Finance Parties

"Director(s)"
Director(s) of the Company

"Facilities"
a term loan facility and a revolving credit facility in an aggregate principal amount of US$453 million granted to Risun Wei Shan under the Facility Agreement

"Facility Agreement"
the facility agreement dated December 17, 2025 entered into between Risun Wei Shan and the Finance Parties, pursuant to which the relevant Finance Parties agreed to grant the Facilities to Risun Wei Shan

"Finance Party(ies)"
the Security Agent and certain financial institutions as set out in the Facility Agreement, and each of them and their respective ultimate beneficial owner(s) are third parties independent of the Company and its connected persons

"Group"
the Company and its subsidiaries

"Guarantee"
the guarantee provided by the Company pursuant to the Deed of Guarantee

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“Hong Kong” Hong Kong Special Administrative Region of the PRC

“independent third party(ies)” any person or company and their respective ultimate beneficial owner(s) (if applicable) which, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, are third parties independent of the Company and its connected persons

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“PRC” or “China” The People’s Republic of China which, for the purpose of this announcement only, excludes Hong Kong, Macau Special Administrative Region and Taiwan region

“Risun Wei Shan” PT Risun Wei Shan Indonesia (旭陽偉山(印尼)有限公司*), a limited liability company established under the laws of the Republic of Indonesia, and a joint venture of the Company

“Secured Liabilities” all present and future liabilities and obligations at any time due (including any accrued interest, penalty interest and fees thereon), owing or incurred to the Finance Parties under the Facility Agreement and other relevant finance documents, both actual and contingent and whether incurred solely or jointly, as principal or surety or in any other capacity

“Security Agent” PT Bank Mandiri (Persero) Tbk, a licensed bank in the Republic of Indonesia, and an independent third party

“SOFR” the Secured Overnight Financing Rate, the benchmark interest rate for US$ lending (representing the cost of borrowing cash overnight, secured by U.S. Treasury securities as collateral and administered by the Federal Reserve Bank of New York) for the relevant currency and period

“subsidiary(ies)” has the meaning given to it under the Listing Rules

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“US$” United States dollars, the lawful currency of the United States

By order of the Board
China Risun Group Limited
Yang Xuegang
Chairman

Hong Kong, December 17, 2025

As at the date of this announcement, the executive Directors are Mr. Yang Xuegang, Ms. Lu Xiaomei, Mr. Li Qinghua, Mr. Han Qinliang, Mr. Wang Nianping and Mr. Yang Lu; and the independent non-executive Directors are Dr. Yu Kwok Kuen Harry, Mr. Wang Yinping and Dr. Liu Xiaofeng.

• For identification only