Ruifeng Green Energy Computing (00527) plans to issue subscription shares to Winhui, Ruiyuan and Yuan Wanyong

According to Zhitong Finance App, Ruifeng Green Energy Smart Computing (00527) announced that on November 6, 2026, the Company and Winhui entered into a subscription agreement. The Company has conditionally agreed to distribute HK$0.23 per share and issue 321.7 million Winhui subscription shares to Winhui at a total cost of HK$74 million, which will be paid by settling Winhui convertible bonds.

The 321.7 million shares subscribed to be issued according to Winhui's subscription agreement accounted for about 13.21% of the total number of issued shares on the date of this announcement; the total number of issued shares increased by about 11.67%; and the total number of issued shares increased by about 8.86% of the total number of issued shares through the issuance of Winhui subscription shares.

On November 6, 2026, the Company and Ruiyuan entered into a Ruiyuan subscription agreement. The Company has conditionally agreed to allocate HK$0.23 per share and issue 330 million Ruiyuan subscription shares to Ruiyuan at the Ruiyuan subscription price. The total cost is HK$75.9 million, which will be repaid by settling Ruiyuan convertible bonds.

The 330 million Ruiyuan subscription shares issued under the Ruiyuan subscription agreement accounted for about 13.55% of the total number of issued shares on the date of this announcement; the total number of issued shares increased by about 11.94%; and the total number of issued shares increased by about 9.09% of the total number of issued shares through the issuance of Ruiyuan subscription shares.

On November 6, 2026, the Company entered into a subscription agreement with Mr. Yuen Wan Wing (Mr. Yuen). The Company has conditionally agreed to distribute and issue 543 million Yuen's subscription shares to Mr. Yuen at the Yuen's subscription price. The total cost is HK$125 million, which will be repaid by settling Yuen's outstanding amount.

The 543 million Yuen subscription shares to be issued under the Yuen's subscription agreement accounted for about 22.32% of the total number of issued shares on the date of this announcement; the total number of issued shares increased by about 18.25% through the issuance of Yuen's subscription shares; and the total number of issued shares increased by about 14.97% through the total number of issued subscription shares.

Settling the outstanding amounts of Winhui Convertible Bonds, Ruiyuan Convertible Bonds and Yuan's Subscriptions respectively through Winhui's subscription, Ruiyuan's subscription, and Yuan's subscription is an appropriate act for the Company to fulfill the payment obligation for 2022 convertible bondholders under the 2022 convertible bonds. This settlement method allows the Company to not use cash to redeem the 2022 convertible bonds, thereby reducing cash outflow and working capital pressure. The 2022 convertible bonds have reached their original maturity date and have not been repaid on the date of this announcement. Default interest has continued to be accrued on the outstanding principal amount, and the total amount payable on June 30, 2026 was approximately HK$440.7 million (equivalent to approximately RMB 381.8 million). Proceeds from subscription item B and convertible bond subscription item C, which were completed on June 30, 2026, are insufficient to repay all outstanding payments under the 2022 convertible bonds.

After considering the Group's current liabilities and overall financial situation, the Board of Directors believes that the settlement of Winhui Convertible Bonds, Ruiyuan Convertible Bonds and Yuan's outstanding amounts will further reduce the accumulation of liabilities, reduce the Group's current borrowing and interest burdens, and reduce the Group's potential legal and financial risks. Furthermore, issuing general subscription shares can reduce the Group's balance to liability ratio and expand the company's shareholder base, thereby increasing the liquidity of shares.

After the completion of Yuen's subscription, Mr. Yuan will become the company's main shareholder. This move shows confidence in the company's long-term growth prospects and value.

In order to strengthen the capital base and address major capital needs, the board of directors has considered different financing options and believes that in view of its current financial situation and situation, Winhui's subscription, Ruiyuan's subscription, and Yuan's subscription are suitable and viable methods for the Group. For other equity financing solutions, directors (excluding independent non-executive directors, whose opinions will be included in the Independent Board Committee letter included in the circular) have considered the possibility of raising additional capital from existing shareholders through a share offering or public sale. Specifically, the results of the stock offering carried out in August 2023 and the share placement carried out under the Company's general mandate in June 2026 (both were not fully subscribed) have been taken into account. However, the Board believes that since such methods of raising capital generally require a long preparation time and their success essentially depends on shareholders' subscription levels and current market conditions at the relevant time, they will involve a high degree of uncertainty. Therefore, the Board believes that these methods may not be the most appropriate fund-raising plan for the Company at this stage.

After proper inquiry and careful consideration, directors (excluding independent non-executive directors, whose opinions will be contained in the Independent Board Committee letter included in the circular) also believe that compared with other debt financing alternatives (such as borrowing from banks and other financial institutions), Winhui's subscription, Ruiyuan's subscription, and Yuan's subscription are suitable and viable ways for the Group to repay 2022 convertible bonds, with the aim of strengthening the Group's capital base. In view of the fact that bank loans will cause the Company to bear a higher interest burden due to the current high interest rate environment; and the Group's high balance to liability ratio and continued loss situation in recent years, banks or other financial institutions may require the Group to provide collateral or asset pledges, and the board of directors believes that borrowing from banks and other financial institutions is not necessarily a viable and advantageous method of raising capital for the Group.