China Risun Group announced that on April 29, 2026, its wholly-owned subsidiary, Risun Group, as the buyer, entered into a share transfer agreement with Risun Holdings, as the seller. Under the agreement, Risun Group will acquire 33.6 million shares of Tianjin Binhai Energy & Development Co., Ltd., representing approximately 14.50% of its total issued shares, for a total consideration of RMB 571 million. Following the acquisition, Risun Holdings will retain 21.602 million shares, representing approximately 9.32% of the target company's issued share capital.
On the same date, Risun Group and Risun Holdings signed a concerted action agreement. Under this agreement, Risun Holdings has agreed to align its exercise of non-proprietary rights, such as voting rights, nomination rights, and proposal rights attached to its shares in the target company, with the actions of Risun Group post-acquisition, and to exercise its rights in accordance with decisions made by Risun Group.
Upon completion of the acquisition and based on the concerted action arrangement, Risun Group will become the single largest shareholder of the target company, holding 33.6 million shares (approximately 14.50%) and collectively controlling approximately 23.82% of the voting rights of the issued share capital. Furthermore, according to the share transfer agreement, Risun Group will have the right to nominate a majority of the directors to the target company's board. Consequently, after the acquisition, the target company will become a subsidiary of China Risun Group, and its financial statements will be consolidated into the Group's financial statements.
The Board of Directors, including the independent non-executive directors, believes the transaction will help the Group optimize its industrial layout and asset structure, seize strategic opportunities in emerging sectors like new energy and new materials, and enhance the Group's overall competitiveness and sustainable development capacity. This consideration is based on the following factors:
1. **Establishing a Third Pillar Industry:** Adhering to its general strategy of "multi-mode growth, multi-industry development, and multi-regional layout," the Group is strategically focusing on the new energy and new materials industries, aiming to establish a third pillar business beyond coke and chemicals. This transaction enables the Group to swiftly enter these sectors, enhancing its ability to withstand industry fluctuations and economic cycles, ensuring stable and sustainable development, which aligns with the long-term interests of the Company and its shareholders. The target company, guided by its vision of being a "world-leading new energy company – innovation leads the future," is deeply involved in the lithium battery materials field, supported by its source-grid-load-storage green power projects, and is committed to becoming an excellent service provider and material producer in the lithium battery industry chain. It has established R&D, production, and sales capabilities for 100,000 tons of integrated artificial graphite anode materials. A comprehensive 200,000-ton integrated anode material project is under construction and expected to be fully operational by December 2026, with projected shipments of 130,000 tons in 2026. A 580 MW source-grid-load-storage project is expected to commence operations progressively by the end of May 2026 and be fully operational by November 2026. Looking at future industry trends, the company is also developing new lithium battery materials, including a self-developed porous carbon project in the Xingtai park and a silicon-carbon material project in the Baotou park.
2. **Seizing Industry Opportunities and Expanding into Growth Markets:** Benefiting from the increasing global penetration of new energy electric vehicles and the irreplaceable role of electrochemical energy storage in ensuring clean, safe, and stable energy supplies, the new energy lithium battery industry is in a phase of rapid growth. Global anode material production is forecast to reach 3.8 million tons in 2026, an 18% increase from 2025, and is projected to reach 7 million tons by 2030, a 125% increase from 2026. This transaction allows the Group to quickly enter the new energy sector, tap into growth markets, and, leveraging its forward-looking medium-to-long-term planning and green power resources, has the potential to develop into a leader in the anode material industry.
3. **Management Empowerment and Industrial Synergy:** The Group possesses 31 years of experience in coking and chemical operations management. Based on a vertically integrated industrial development model and management style, it has developed core competencies and advantages in sales, transportation, production, supply, and R&D. The Group believes these capabilities can be significantly applied in the new energy industry, allowing it to introduce advanced management experience and superior operational standards to the target company, thereby enhancing its core competitiveness and empowering its business upgrade and long-term healthy development. The industries of the two listed companies are independent yet synergistic, interconnected, complementary, mutually supportive, and promotive, which will accelerate their progress toward becoming a world-leading energy and chemical company and realizing the Company's vision.
4. **Regional Resource Advantages and Competitive Edge:** The Inner Mongolia region boasts a concentrated and thriving new energy ecosystem, abundant resources, and significant locational advantages. Ulanqab City, where the target company's anode material production base is located, is vigorously developing the lithium battery anode material industry and is the largest prefecture-level production base for these materials in China. The target company's projects in Inner Mongolia, including anode materials, are allocated source-grid-load-storage green power quotas, with green power coverage exceeding 50%. It is the only project in the industry equipped with such a system, giving it a highly competitive cost advantage.
5. **Linking Domestic and International Capital to Enhance Value Across HK and A-shares:** As a mainboard listed company in Hong Kong, the Group engages with global investors and can promptly communicate its new strategies, industries, and layouts to international capital. The target company, as an A-share mainboard listed entity, provides efficient access to domestic capital, strengthening interaction with various mainland institutions and investors. This transaction facilitates effective linkage between the capital markets and listing platforms in mainland China and Hong Kong, promoting the high-quality development and value creation for both listed companies.
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