China Risun Group Limited — Share Issue/Capital Change 2024

Dec 27, 2024

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.

Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

This announcement is not, and does not form any part of, an offer or invitation for the sale of securities in the United States (as defined in Regulation S under the United States Securities Act of 1933 (the "Securities Act")). Neither this announcement nor anything herein nor any copy thereof may be taken into or distributed, directly or indirectly, in or into the United States or any other jurisdiction where such release or distribution might be unlawful. The securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered, sold or otherwise transferred within the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The Company does not intend to register any securities described herein in the United States or to make any public offering of the securities in the United States.

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)

COMPLETION OF TOP-UP PLACING OF EXISTING SHARES

AND

SUBSCRIPTION OF SHARES UNDER GENERAL MANDATE

Overall Coordinators, Placing Agents and Capital Market Intermediaries

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國泰君安國際

GUOTAI JUNAN INTERNATIONAL

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MACQUARIE

Placing Agents and Capital Market Intermediaries

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CITIC SECURITIES

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國證國際

SUICSI

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建恒国际

CHIN CHINA RISUN

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國聯

DHENG YUAN

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海通國際

HAITONG

The Board is pleased to announce that completion of the Placing and the Subscription took place on December 20, 2024 and December 27, 2024, respectively, in accordance with the terms and conditions of the Placing and Subscription Agreement. The Company received total net proceeds of approximately HK$153.6 million from the Placing and the Subscription.

Reference is made to the announcement of China Risun Group Limited (the "Company") dated December 18, 2024 (the "Announcement") in relation to the Placing and the Subscription. Unless otherwise stated, capitalized terms used herein shall bear the same meanings as defined in the Announcement.

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COMPLETION OF THE PLACING AND THE SUBSCRIPTION

The Board is pleased to announce that completion of the Placing and the Subscription took place on December 20, 2024 and December 27, 2024, respectively.

A total of 52,000,000 Placing Shares were successfully placed at the Placing Price of HK$3.00 per Placing Share to not less than six places, all of whom/which are professional, institutional and/or individual investors. As far as the Company and the Vendor are aware, the places and their respective ultimate beneficial owners are third parties independent from, and not connected with, the Company and its connected persons. None of the places has become a substantial shareholder of the Company immediately after completion of the Placing.

Further, all the conditions of the Subscription have been fulfilled and completion of the Subscription took place on December 27, 2024. A total of 52,000,000 Subscription Shares (equivalent to the number of the Placing Shares successfully placed under the Placing) were subscribed by the Vendor at the Subscription Price of HK$3.00 per Subscription Share. The Subscription Shares represent approximately 1.20% of the enlarged total number of Shares in issue (excluding Treasury Shares) upon completion of the Subscription.

The aggregate gross proceeds from the Placing and the Subscription are HK$156 million and the aggregate net proceeds from the Placing and the Subscription are approximately HK$153.6 million after deducting the relevant costs and expenses. The Company intends to use the net proceeds from the Placing and the Subscription in the following manner:

(a) approximately 50% of the net proceeds will be used to optimize the financial structure, including but not limited to repayment of bank borrowings and lease liabilities; and
(b) approximately 50% of the net proceeds will be used as the general working capital.

SHAREHOLDING STRUCTURE OF THE COMPANY IMMEDIATELY BEFORE AND AFTER COMPLETION OF THE PLACING AND THE SUBSCRIPTION

Set out below is the shareholding structure of the Company (i) immediately before completion of the Placing and the Subscription; (ii) immediately after completion of the Placing but before completion of the Subscription; and (iii) immediately after completion of the Placing and the Subscription:

	Immediately before completion of the Placing and the Subscription		Immediately after completion of the Placing but before the Subscription		Immediately after completion of the Placing and the Subscription
	Number of Shares	Approximate percentage of issued share capital of the Company(1)	Number of Shares	Approximate percentage of issued share capital of the Company(1)	Number of Shares	Approximate percentage of issued share capital of the Company(1)
The Vendor(2)(3)	3,181,254,928	72.27%	3,129,254,928	71.08%	3,181,555,928	71.43%
Treasury Shares(3)	109,736,000	2.49%	109,736,000	2.49%	109,736,000	2.46%
Other core connected persons(4)	6,879,000	0.16%	6,879,000	0.16%	6,879,000	0.15%
Places	-	-	52,000,000	1.18%	52,000,000	1.17%
Other public Shareholders	1,104,316,072	25.09%	1,104,316,072	25.09%	1,104,015,072	24.79%
Total	4,402,186,000	100.00%	4,402,186,000	100.00%	4,454,186,000	100.00%

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Notes:

(1) Certain amounts and percentage figures in the table above have been rounded to the nearest whole figures. The discrepancies between the total amounts and the amounts shown in the table are due to rounding.

(2) Texson Limited purchased 7,567,000 Shares between December 18, 2024 (after the publication of the Announcement) and December 20, 2024 (before completion of the Placing), and further purchased 301,000 Shares on December 23, 2024. All purchases were conducted through on-exchange trading.

(3) Texson Limited is wholly-owned by Mr. Yang Xuegang. It was deemed to be interested in 109,736,000 Treasury Shares held by the Company. Mr. Yang Xuegang is deemed to be interested in the Shares held by Texson Limited.

(4) The core connected persons (as defined by the Listing Rules) include three executive Directors of the Company, Mr. Li Qinghua, Mr. Han Qinliang and Mr. Yang Lu, who directly held 349,000 Shares, 300,000 Shares and 6,230,000 Shares, respectively.

(5) The public float of the Shares immediately after completion of the Placing and the Subscription is 26.61%.

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

Hong Kong, December 27, 2024

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.