China Ruifeng Renewable Energy : VOLUNTARY ANNOUNCEMENT - MEMORANDUM OF UNDERSTANDING IN RELATION TO POSSIBLE ACQUISITION

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CHINA RUIFENG RENEWABLE ENERGY HOLDINGS LIMITED ʕ਷๿ࠬอঐ๕છٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00527)

VOLUNTARY ANNOUNCEMENT

MEMORANDUM OF UNDERSTANDING IN RELATION TO POSSIBLE ACQUISITION

This announcement is made by China Ruifeng Renewable Energy Holdings Limited (the "Company", together with its subsidiaries, the "Group") on a voluntary basis.

THE MEMORANDUM OF UNDERSTANDING

The board (the "Board") of directors of the Company (the "Directors") announces that a subsidiary of the Company (the "Intended Acquirer") entered into a non-legally binding memorandum of understanding (the "MOU") with a vendor (the "Intended Vendor") on 23 March 2021.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Intended Vendor and its ultimate beneficial owner(s) are independent third party(ies) (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) (the "Listing Rules").

Possible Acquisition

Based on the terms of the MOU, the Intended Acquirer intended to acquire approximately 31% equity interest of Wuhan Grove Hydrogen Automotive Co., Ltd.* (؛ဏࣸᖯ˃૫ঐ ӛԓϞࠢʮ̡) (the "Target Company") and intended to form an agreement of acting in concert with the management team of the Target Company, which is principally engaged in, among others, the research and development and production of hydrogen automotives in the People's Republic of China (the "PRC") (the "Possible Acquisition").

Due Diligence and exclusivity

After the signing of the MOU, the Intended Acquirer shall be entitled to conduct due diligence review on the Target Company during the period from the signing date of the MOU to 30 April 2021 (or such other dates as may be agreed by the parties thereto) (the "Exclusivity Period"). The Intended Vendor shall procure the relevant parties to provide assistance in this regard. The Intended Acquirer has the exclusive rights to negotiate with the Intended Vendor over other investors in respect of the Possible Acquisition during the Exclusivity Period.

Formal Agreement

The Intended Acquirer and the Intended Vendor will proceed with further negotiation for entering into a formal and binding agreement (the "Formal Agreement") on or before 30 April 2021 (or such other dates as may be agreed by the parties thereto).

Legal effect

Save and except the clauses relating to due diligence, exclusivity, confidentiality and dispute resolution which are legally binding, all other clauses of the MOU shall create no legal and binding obligations on the parties thereto.

REASONS FOR AND BENEFITS OF ENTERING INTO THE MOU

The Group is principally engaged in the business of wind farms operation. The business strategy of the Company is to consider potential business and investment opportunities from time to time in order to increase the value of the shares of the Company.

As the requirements on environmental and ecological protection become more stringent, clean energy consumption in the PRC gains importance under the 14th Five-Year Plan and the Group has been searching for investment opportunities in other clean energy sectors.

Based on the information currently available to the Company, the Target Company is jointly established by China University of Geosciences (Wuhan) and Wuhan East Lake High-tech Development Zone Administrative Committee* (؛ဏ؇ಳอҦஔක೯ਜ၍ ։ึ), which specialises in research and development, production and sale of hydrogen vehicles. The Target Company, its subsidiaries and associated companies possess a number of core technologies, including over 1,000 items in public patented technology and over 350 registered trademarks in the PRC and overseas. Based on professional third party valuation, the value of hydrogen vehicles patents of the Target Company ranked first in the PRC and the Target Company is a leading company in the hydrogen vehicles industry in the PRC. The Target Company ranked 244th in "2020 Top 500 Technology & Innovation Enterprises in China". With its shareholders' strong support on research and development, the Target Company will gradually form a hydrogen ecosystem consisting hydrogen production, storage and transportation, hydrogen fueling station, hydrogen fuel cell and its dynamical system, research and development, production and sale of hydrogen vehicles, shared travel, "Hydrogen Internet-of-Beings" and "Hydrogen Finance" etc.

The Directors believe that the materialisation of the Possible Acquisition will enable the Group to expand its business scope to hydrogen related businesses including production of hydrogen vehicles, wind power to hydrogen generation, hydrogen storage and building and operation of hydrogen fuel station. The Directors also opined that the Possible Acquisition are in line with the climates commitments of the central government of the PRC to achieve peak carbon emissions before 2030 and carbon neutrality by 2060.

In view of the above, the Directors consider that the Possible Acquisition enables the Group to increase its profitability and is in the interests of the Company and the shareholders of the Company as a whole.

GENERAL

The Board wishes to emphasise that no formal and binding agreement in relation to the Possible Acquisition has been entered into as at the date of this announcement. As the terms of the Formal Agreement have yet to be determined, the Possible Acquisition may or may not materialise. In the event that any legally binding agreement has been entered into between the Intended Acquirer and the Intended Vendor, the Company will make further announcement when appropriate in accordance with the Listing Rules.

Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

By order of the Board

China Ruifeng Renewable Energy Holdings Limited

Zhang Zhixiang

Executive Director and Chief Executive Officer

Hong Kong, 23 March 2021

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.

* For identification purposes only