China Risun to Spend RMB 571.20 Million for 14.5% of Binhai Energy, Secures Controlling Stake in Anode Material Producer

China Risun Group Limited (China Risun) will acquire 33.60 million A-shares of SZSE-listed Tianjin Binhai Energy & Development Co., Ltd. (Binhai Energy) from Xuyang Holding for RMB 571.20 million, equivalent to RMB 17.00 per share. The block represents 14.50% of Binhai Energy’s issued share capital.

The per-share price was negotiated at a 12.9% premium to the RMB 15.06 closing price on the trading day before signing (29 April 2026) and sits close to the RMB 17.21 fair value determined by an independent valuer. The transaction follows PRC rules that require agreed transfers to be at least 90% of the last closing price.

Payment will be made in two tranches: • RMB 228.48 million (40%) within 10 trading days of signing. • RMB 342.72 million (60%) within 10 trading days after registration of the share transfer.

Concurrent with the sale-and-purchase agreement, Xuyang Holding signed an acting-in-concert pact committing to vote its remaining 21.60 million shares (9.32%) in line with China Risun. Post-completion, China Risun will control 23.82% of Binhai Energy’s voting rights, become its single largest shareholder, and gain the right to nominate a board majority, making Binhai Energy a consolidated subsidiary.

Regulatory status: As Xuyang Holding is wholly owned by China Risun’s controlling shareholders Mr Yang Xuegang and Ms Lu Xiaomei, the deal is a connected transaction under Hong Kong Listing Rules. With the highest percentage ratio below 5%, it requires announcement but not independent shareholders’ approval.

Target profile: Binhai Energy focuses on lithium-battery anode materials, operating 100,000 tonnes of artificial graphite capacity and building a 200,000-tonne project scheduled for full commissioning by December 2026. It is also installing a 580 MW green power “generation-grid-load-storage” system.

Financial snapshot (China Accounting Standards): • Net assets at 31 Dec 2025: RMB 164.80 million. • Loss after tax: RMB 39.26 million in 2024; RMB 106.83 million in 2025.

Strategic rationale: Management positions the purchase as the foundation of a “third pillar” in new-energy battery materials, leveraging China Risun’s vertically integrated management to accelerate Binhai Energy’s growth, exploit Inner Mongolia’s low-cost green power, and align Hong Kong and Mainland capital platforms.

Lock-up: China Risun is restricted from selling the acquired shares for 12 months after completion.

Funding: Consideration will be met from internal resources; no external financing was disclosed.