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China Risun Group Limited Share Issue/Capital Change 2025

Sep 1, 2025

50256_rns_2025-09-01_4abfb022-4988-4ad8-9e7b-7b82747ec075.pdf

Share Issue/Capital Change

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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)

GRANT OF SHARE AWARDS

This announcement is made pursuant to Rules 17.06A, 17.06B and 17.06C of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

The board (the "Board") of directors (the "Director(s)") of China Risun Group Limited (the "Company", together with its subsidiaries, the "Group") announces that on September 1, 2025, the Company granted a total of 9,915,000 shares (the "Shares") of the Company (the "Awarded Shares") to 197 eligible participants (the "Grantee(s)") (including Directors and employees of the Group) under the share award plan (the "Share Award Plan") adopted by the Company at the annual general meeting on May 30, 2025, subject to acceptance by the Grantees.

DETAILS OF THE GRANT OF THE AWARDED SHARES

The details of the Awarded Shares granted to the Grantees are as follows:

Date of grant: September 1, 2025

Grantees:
(i) Mr. Li Qinghua, an executive Director and the executive president of the Company;
(ii) Mr. Han Qinliang, an executive Director and senior vice president of the Company;
(iii) Mr. Wang Nianping, an executive Director and senior vice president of the Company; and
(iv) 194 employees of the Group.

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Number of Awarded Shares granted:
A total of 9,915,000 Awarded Shares, of which:
(i) 300,000 Awarded Share were granted to Mr. Li Qinghua;
(ii) 200,000 Awarded Share were granted to Mr. Han Qinliang;
(iii) 200,000 Awarded Share were granted to Mr. Wang Nianping; and
(iv) 9,215,000 Awarded Share were granted to 194 employees of the Group.

Purchase price of the Awarded Shares:
Nil

Closing price of the Shares on the date of grant:
HK$2.41 per Share

Vesting period:
The Awarded Shares shall vest on the vesting date, which is 60 months from the date of grant (i.e. August 31, 2030), subject to the fulfilment of the performance targets as set out below.

Performance targets:
The vesting of the Awarded Shares is subject to the fulfilment of the performance targets, which include but are not limited to achieving specified goals for the Group’s consolidated revenue, fulfilling the Group’s strategic objectives, and meeting operational targets.

If the performance targets are achieved before the vesting date, the vesting of the Awarded Shares may be accelerated as determined by the Board. However, the vesting period shall not be less than 12 months from the date of grant under any circumstances.

Clawback mechanism:
The Awarded Shares are subject to clawback if any of the following events occurs:
(i) the Grantee has committed any fraud or serious misconduct; or
(ii) there is a material misstatement in the consolidated financial statements of the Company that requires a restatement, or any other circumstance that shows or leads to any of the prescribed performance targets having been assessed or calculated in a materially inaccurate manner.

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LISTING RULES IMPLICATIONS

To the best knowledge of the Directors, as at the date of this announcement, (i) save as disclosed above, none of the Grantees is a Director, chief executive or substantial shareholder of the Company, nor an associate (as defined in the Listing Rules) of any of them; (ii) none of the Grantees with options and awards granted and to be granted exceeding the 1% individual limit under the Listing Rules; and (iii) none of the Grantees is a related entity participant (as defined in the Listing Rules) or a service provider.

The grant of the Awarded Shares to Mr. Li Qinghua, Mr. Han Qinliang and Mr. Wang Nianping (all being Directors) has been approved by the independent non-executive Directors in accordance with Rule 17.04(1) of the Listing Rules.

REASONS FOR AND BENEFITS OF THE GRANT OF THE AWARDED SHARES

The grant of the Awarded Shares enables the Company to attract, retain, incentivise, reward and remunerate the Grantees, and encourage them to work towards enhancing the value of the Company and the Shares for the benefit of the Company and its shareholders as a whole.

NUMBER OF SHARES AVAILABLE FOR FUTURE GRANT

The grant of Awarded Shares will be satisfied by issuance of new Shares and/or transfer of treasury Shares within the plan mandate limit under the Share Award Plan. After the grant of the Awarded Shares, an aggregate of 422,316,600 Shares will be available for further grant pursuant to the plan mandate limit under the Share Award Plan.

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

Hong Kong, September 1, 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.