China Ruifeng Renewable Energy : THIRD SUPPLEMENTAL MEMORANDUM OF UNDERSTANDING RELATING TO A...

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CHINA RUIFENG RENEWABLE ENERGY HOLDINGS LIMITED

中國瑞風新能源控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 527) THIRD SUPPLEMENTAL MEMORANDUM OF UNDERSTANDING RELATING TO A POSSIBLE ACQUISITION

Reference is made to the announcement of the Company dated 17 December 2015 in relation to the memorandum of understanding relating to a possible acquisition, the announcement of the Company dated 10 June 2016 in relation to a supplemental memorandum of understanding dated 10 June 2016 and the announcement of the Company dated 14 September 2016 in relation to a supplemental memorandum of understanding dated 14 September 2016 (the "Third Announcement") (collectively, known as the "Announcements"). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

BACKGROUND

As disclosed in the Third Announcement and pursuant to the Memorandum of Understanding (as supplemented and amended by the Supplemental MOU and the Second Supplemental MOU), on 14 September 2016, the Parties agreed to:

1. extend the due diligence review period to 14 December 2016;

2. extend the period by which if no Definitive Agreement is entered into, the Refundable Deposit shall be returned by the Vendor to the Company, to 12 January 2017 or such further period as may be further agreed by the Parties; and

3. extend the period for entering into the Definitive Agreement and the exclusivity period under the Memorandum of Understanding to 12 January 2017, or such further period as may be further agreed by the Parties.

As additional time is required for the due diligence review and negotiation of the terms of the Possible Acquisition, in particular the consideration therein, the Parties have entered into a third supplemental memorandum of understanding (the "Third Supplemental MOU") on 12 January 2017 to:

1. extend the due diligence review period to 30 April 2017 or such further period as may be further agreed by the Parties;

2. extend the period by which if no Definitive Agreement is entered into, the Refundable Deposit shall be returned by the Vendor to the Company, to 12 May 2017 or such further period as may be further agreed by the Parties; and

3. extend the period for entering into the Definitive Agreement and the exclusivity period under the Memorandum of Understanding (as supplemented and amended by the Supplemental MOU and the Second Supplemental MOU) to 12 May 2017, or such further period as may be further agreed by the Parties.

Except as specifically amended by the Third Supplemental MOU, the provisions of the Memorandum of Understanding shall remain in full force and effect in all respects.

Save for the clauses relating to the payment of Refundable Deposit, due diligence, confidentiality, cost, exclusivity period and governing law, each of the Memorandum of Understanding, the Supplemental MOU, the Second Supplemental MOU and the Third Supplemental MOU does not constitute a legally-binding commitment of the Parties. The Possible Acquisition is subject to the execution and completion of the Definitive Agreement.

Shareholders of the Company and/or potential investors should note that the Possible Acquisition may or may not materialise. The Possible Acquisition, if materialises, may or may not constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules. Further announcement(s) will be made by the Company in accordance with the Listing Rules as and when appropriate. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.

By order of the Board of

China Ruifeng Renewable Energy Holdings Limited Zhang Zhixiang

Executive Director and Chief Executive Officer

Hong Kong, 12 January 2017

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 Ms. Wong Wai Ling, Mr. Qu Weidong and Ms. Hu Xiaolin.