China Ruifeng Renewable Energy Holdings Limited announced that it has entered into the subscription agreement of convertible bonds for gross proceeds of HKD 19,540,000 on December 20, 2022. The transaction will include participation from new individual investors, Xu Yingjie for HKD 9,769,920, Cao Zhiwei for HKD 4,884,880, and Chen Li for HKD 4,885,200. The convertible bonds have a principal amount of HKD 19,540,000.

The company will pay interest at rate of 7% per annum, payable every anniversary from the issue date in arrears until maturity, conversion, or early redemption of the convertible bonds. The maturity date is the date of falling on the third anniversary of the date of issue of the convertible bonds due 2026. The convertible bonds constitute direct, secured, unsubordinated and unconditional obligations of the company and shall at all times rank pari passu and without any preference or priority among themselves.

The outstanding principal amount of the convertible bonds is convertible into conversion shares at the conversion price of HKD 0.06 per conversion share during the conversion period. The conversion of the principal amount of the Convertible Bonds of HKD 19,540,000 at the conversion price, a total of maximum 325,666,666 shares will be issued, representing approximately 15.89% of the total existing share capital of the company and approximately 13.71% of the company's total issued share capital as enlarged by the issue of the conversion shares. In case a default, the interest rate is 20% per annum on any outstanding amount due under the convertible bonds accrued from the due date to the date of payment in full.

The convertible bonds will be redeemed on the maturity date at such amount equivalent to 100% of the principal amount of the outstanding convertible bonds plus any accrued and unpaid interest, and with respect to the outstanding convertible bonds as at the date of the maturity date, an amount equal to a gross yield to maturity of 7% per annum minus and all interest paid on or prior to the maturity date. The convertible bonds are transferrable in integral multiple of HKD 1,000 except to connected persons or direct competitors of the company. The net proceeds from the subscription, after deduction of the expenses HKD 140,000, is estimated to be approximately HKD 19,400,000 in the transaction.

The company having obtained all necessary approvals and consents from any government or regulatory authority or any person and the completion of all necessary registration and filings with any government or regulatory authority required for the entering into of the subscription agreement and/or the performance of its obligations thereunder by the company including but not limited to, the issue of the convertible bonds, the execution of the instruments constituting the convertible bonds, the issue of the certificates for the convertible bonds, the allotment and issue of the conversion shares. The transaction is not subject to the shareholders' approval.