China Risun Group Limited — M&A Activity 2025

Apr 29, 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)

INSIDE INFORMATION COOPERATION INTENTION AGREEMENT

This announcement is made by China Risun Group Limited (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The board of directors (the "Board") of the Company hereby announces that, on April 29, 2025 (after trading hours), Risun Group Limited ("Risun Group") (旭陽集團有限公司) and Xingtai Risun Coal Chemicals Limited ("Risun Coal Chemicals") (邢台旭陽煤化工有限公司), both being wholly-owned subsidiaries of the Company, entered into a non-legally binding cooperation intention agreement (the "Cooperation Intention Agreement") with Shenzhen Venture Capital Manufacturing Transformation and Upgrading New Materials Fund (Limited Partnership) ("Shenzhen Venture Capital") (深創投製造業轉型升級新材料基金(有限合夥)), Agricultural Bank Financial Assets Investment Co., Ltd. ("Agricultural Bank Assets") (農銀金融資產投資有限公司) and Tianjin Binhai Energy & Development Co., Ltd. (the "Binhai Energy") (天津濱海能源發展股份有限公司) (a company whose shares are listed on the Shenzhen Stock Exchange, stock code: 000695). Pursuant to the Cooperation Intention Agreement, Risun Group, Risun Coal Chemicals, Shenzhen Venture Capital and Agricultural Bank Assets intend to dispose of their respective equity interests of 80.4765%, 0.0080%, 14.1931% and 5.3224% in Cangzhou Risun Chemicals Limited (the "Target Company") (滄州旭陽化工有限公司) to Binhai Energy in exchange for consideration shares to be issued by Binhai Energy (the "Potential Transaction").

The Board considers that the new materials business is the direction and goal of the Group's strategic development. Upon completion of the Potential Transaction, the Group's chemical nylon new materials business will be integrated with Binhai Energy's new energy materials business. By leveraging on the advantages of research and development, innovation and integrated operation and management, the Group aims to accelerate the synergy of the new materials industrial chain and achieve sustainable and steady development, so as to become a world-leading new materials company.

The World's Leading Energy Chemical Company

Innovation Leads to the Future

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Binhai Energy is primarily engaged in the research and development, production, and sales of lithium battery anode materials. The controlling shareholder of Binhai Energy is Xuyang Holding Limited (“Xuyang Holding”) (旭陽控股有限公司), which is wholly owned by Mr. Yang Xuegang, the controlling shareholder, executive director, chief executive officer and chairman of the Board of the Company, and his spouse, Ms. Lu Xiaomei, who is also an executive director of the Company. Therefore, Binhai Energy is a connected person of the Company. If the Potential Transaction proceeds, it is expected that upon its completion, the controlling shareholder of Binhai Energy will change from Xuyang Holding to Risun Group.

As at the date of this announcement, the parties have not entered into any legally binding agreement in relation to the Potential Transaction contemplated under the Cooperation Intention Agreement. If the Potential Transaction materializes, it may constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules and a connected transaction of the Company under Chapter 14A of the Listing Rules, and further announcement(s) will be made by the Company in compliance with the Listing Rules as an when appropriate.

As the Potential Transaction may or may not proceed, shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

By order of the Board

China Risun Group Limited

Yang Xuegang

Chairman

Hong Kong, April 29, 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.

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