Dufu Liquor Group Limited 杜甫酒業集團有限公司 （ Incorporated in Bermuda with limited liability ） （於百慕達註冊成立的有限公司） （Stock Code 股份代號：986） Dear Non-registered Shareholder (Note 1) , 31 July 2025 The following document(s) of Dufu Liquor Group Limited ("Company") has/have been prepared in English and Chinese and is/are available on the websites of the Company at www.dufu.com.hk and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk (collectively "Websites"):- (If you have previously requested to receive Corporate ...

Dufu Liquor Group Limited 杜甫酒業集團有限公司 （ Incorporated in Bermuda with limited liability ） （Stock Code 股份代號：986） NOTIFICATION LETTER 通 知 信 函 Dear Shareholder(s), 31 July 2025 The following document(s) of Dufu Liquor Group Limited ("Company") has/have been prepared in English and Chinese and is/are available on the websites of the Company at www.dufu.com.hk and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk (collectively "Websites"):- If you have not provided us with a valid email address but now wo ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 （股份代號：986） （於百慕達註冊成立之有限公司） 股東週年大會通告 茲通告杜甫酒業集團有限公司（「本公司」）謹訂於二零二五年八月二十九日（星期 五）上午十時正假座香港皇后大道中99號中環中心12樓2室舉行股東週年大會（「股 東週年大會」），以考慮及酌情通過下列決議案： 中 國 環 保 能 源 投 資 有 限 公 司 * （ 前稱China Environmental Energy Investment Limited 中國環保能源投資有限公司* ） Dufu Liquor Group Limited 杜甫酒業集團有限公司 1 1. 考慮及省覽截至二零二五年三月三十一日止年度之本公司經審核綜合財務報 表及董事會報告以及核數師報告； 2. 重選劉俊先生為本公司執行董事； 3. 重選黎夏女士為本公司執行董事； 4. 重選楊曉慶女士為本公司非執行董事； 5. 重選姚道華先生為本公司獨立非執行董事； 6. 重 ...

此乃要件 請即處理 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢 閣下之持牌證券交易商或註冊證券機構、銀行經理、律師、 專業會計師或其他專業顧問。 閣下如已出售或轉讓名下所有杜甫酒業集團有限公司之股份，應立即將本通函及隨附之代表委任表格送交買主或承讓人， 或經手買賣或轉讓之銀行、持牌證券交易商或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對其準確性或完整性亦不發表任何聲明， 並明確表示概不就因本通函全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 杜甫酒業集團有限公司謹訂於二零二五年八月二十九日（星期五）上午十時正假座香港皇后大道中99號中環中心12樓2室舉行 股東週年大會，召開大會之通告載於本通函第19至23頁。隨函附奉股東週年大會適用之代表委任表格。此代表委任表格亦刊 載於聯交所之網站(www.hkexnews.hk)及本公司之網站(www.dufu.com.hk) 內。 無論 閣下能否出席股東週年大會，務請將隨附之代表委任表格按其上印列之指示填妥及簽署，並盡早交回本公司之香港股 份過戶登記分處聯合證券登記有限 ...

Dufu Liquor Group Limited 杜甫酒業集團有限公司 （股份代號：986） （於百慕達註冊成立之有限公司） （ 前稱China Environmental Energy Investment Limited 中國環保能源投資有限公司* ） 2025 年 報 ANNUAL REPORT 2025 年報 Dufu Liquor Group Limited 杜甫酒業集團有限公司 目錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 主席報告以及管理層討論及分析 | 3 | | 企業管治報告 | 9 | | 環境、社會及管治報告 | 23 | | 董事會報告 | 53 | | 獨立核數師報告 | 61 | | 經審核綜合財務報表 | | | 綜合： | | | 損益及其他全面收益表 | 67 | | 財務狀況表 | 68 | | 權益變動表 | 70 | | 現金流量表 | 71 | | 綜合財務報表附註 | 73 | 本年報之中英文版本已上載到本公司網頁www.hklistco.com/986。股東可於任何時間更改本公司之公司通訊（「公司通訊」）的語言版本選 擇（中文 ...

Financial Performance Overview [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=綜合損益及其他全面收益表) The Group turned from loss to profit for the year ended March 31, 2025, recording a profit of HKD 30.39 million, primarily driven by the reversal of expected credit losses on loan receivables, alongside a 1.9% revenue increase to HKD 67.28 million and a 15.6% gross profit growth to HKD 34.53 million Consolidated Statement of Profit or Loss Key Data (HKD Thousands) | Metric | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 67,283 | 66,052 | +1.9% | | Gross Profit | 34,527 | 29,874 | +15.6% | | Profit/(Loss) Before Tax | 32,010 | (18,587) | Turned to Profit | | Profit/(Loss) for the Year | 30,386 | (18,513) | Turned to Profit | | Basic Earnings/(Loss) Per Share (HK Cents) | 2.35 | (1.43) | Turned to Profit | - The key driver for the turnaround to profitability was the "Expected Credit Losses on Trade and Loan Receivables and Interest" item, which saw a reversal of **HKD 16.32 million** this year, compared to a provision of **HKD 30.72 million** in the prior year, representing a difference of approximately **HKD 47.04 million**[2](index=2&type=chunk) [Consolidated Statement of Financial Position](index=3&type=section&id=綜合財務狀況表) As of March 31, 2025, the Group's total assets increased to HKD 439 million and net assets to HKD 367 million, primarily driven by an increase in loan and interest receivables, with net current assets significantly rising to HKD 260 million, indicating improved liquidity Consolidated Statement of Financial Position Key Data (HKD Thousands) | Metric | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 125,114 | 229,381 | -45.5% | | Current Assets | 314,098 | 158,037 | +98.7% | | **Total Assets** | **439,212** | **387,418** | **+13.4%** | | Current Liabilities | 54,372 | 43,181 | +25.9% | | Non-current Liabilities | 17,707 | 12,233 | +44.7% | | **Total Liabilities** | **72,079** | **55,414** | **+30.1%** | | **Net Assets** | **367,133** | **332,004** | **+10.6%** | - The asset structure underwent significant changes, with a substantial decrease in non-current assets and a nearly **doubling of current assets**, primarily due to the reclassification of certain loan receivables to be due within one year[4](index=4&type=chunk) Notes to the Financial Statements [General Information and Accounting Policies](index=5&type=section&id=1.%20一般資料) The company, an investment holding entity incorporated in Bermuda, primarily engages in jewellery design, marketing, and sales, alongside money lending, with financial statements prepared under Hong Kong Financial Reporting Standards, and new standards adopted this year having no significant impact - The Group primarily operates in two main businesses: **jewellery design, marketing, and sales**, and **money lending**[6](index=6&type=chunk) - The newly adopted and revised Hong Kong Financial Reporting Standards applied for the first time this year had **no significant impact** on the Group's consolidated financial position and performance[8](index=8&type=chunk) [Revenue and Segment Information](index=7&type=section&id=4.%20收益) Total revenue for the year reached HKD 67.28 million, primarily driven by a 16.7% increase in money lending interest income to HKD 32.86 million, while jewellery sales declined by 9.2% to HKD 34.43 million, with money lending achieving a significant profit of HKD 47.50 million as the jewellery business turned to loss Revenue by Business Segment (HKD Thousands) | Business Segment | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Sales of Jewellery | 34,425 | 37,900 | -9.2% | | Interest Income from Money Lending | 32,858 | 28,152 | +16.7% | | **Total** | **67,283** | **66,052** | **+1.9%** | Results by Business Segment (HKD Thousands) | Business Segment | 2025 Segment Results | 2024 Segment Results | | :--- | :--- | :--- | | Jewellery Design and Marketing | (1,132) | 278 | | Money Lending | 47,503 | (5,127) | - The Group has two major customers (Customer A and Customer B) who contributed the majority of the jewellery business revenue, accounting for **74.7%** of that segment's revenue combined[19](index=19&type=chunk) [Notes on Key Financial Items](index=12&type=section&id=8.%20應收賬款以及應收貸款及利息之預期信貸虧損撥回／（撥備）) The core change in this year's financial performance was the net reversal of Expected Credit Losses (ECL) totaling HKD 16.32 million, primarily from loan and interest receivables, while total loan receivables increased to HKD 343 million with annual interest rates between 8% and 11%, and no dividends were declared - A net reversal of expected credit losses of **HKD 16.32 million** was recorded this year, compared to a net provision of **HKD 30.72 million** in the prior year, which was the primary reason for the company's turnaround to profitability[21](index=21&type=chunk) - Total loan receivables (before provision) increased from **HKD 311 million** to **HKD 343 million**, with fixed annual interest rates ranging from **8% to 11%**[32](index=32&type=chunk) - The company neither declared nor proposed any dividends for the current or prior year[25](index=25&type=chunk) Management Discussion and Analysis [Overall Financial Review](index=17&type=section&id=財務回顧) The Group's total revenue slightly increased by 1.86% to HKD 67.28 million, with gross profit growing by 15.6%, achieving a net profit of HKD 30.39 million due to an approximate HKD 16.31 million reversal of expected credit losses, a significant improvement from the prior year's loss - Profit for the year was approximately **HKD 30.39 million**, an increase of **HKD 48.90 million** compared to last year's **HKD 18.51 million** loss[36](index=36&type=chunk) - The significant improvement in performance was primarily due to an approximate **HKD 16.31 million** reversal of expected credit losses on loan and interest receivables, compared to an approximate **HKD 30.72 million** provision in the prior year[37](index=37&type=chunk) [Business Segment Review](index=17&type=section&id=業務分部回顧) The Group's two main businesses showed divergent performance, with money lending becoming the absolute pillar, growing in income and loan scale while benefiting from reduced credit loss provisions, whereas the jewellery business saw revenue decline and operating loss due to macroeconomic uncertainties [Jewellery Design and Marketing Business](index=17&type=section&id=珠寶之設計及市場營銷業務) The jewellery business performed weakly this year, with revenue declining to HKD 34.43 million and recording a pre-tax operating loss of HKD 1.13 million, attributed by management to macroeconomic uncertainties and high global interest rates, leading to a cautious outlook Jewellery Business Performance (HKD Thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 34,430 | 37,900 | | Profit/(Loss) Before Tax | (1,130) | 280 | - Management believes that despite the lifting of pandemic restrictions in mainland China, uncertainties in the economy, employment, and income have led consumers to be more conservative in spending on non-essential items such as **jewellery**[39](index=39&type=chunk) [Money Lending Business](index=18&type=section&id=放貸業務) The money lending business was the Group's core growth and profitability driver, with interest income rising to HKD 32.86 million and total loan principal to HKD 343 million, benefiting from reduced global economic risks that lowered the expected credit loss provision rate from 20.24% to 10.97%, with no actual bad debts incurred Money Lending Business Key Metrics | Metric | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Interest Income (HKD Thousands) | 32,860 | 28,150 | | Total Loan Principal (HKD Thousands) | 342,880 | 311,140 | | Number of Borrowers | 142 | 122 | | Average Annual Interest Rate | 10.70% | 10.58% | - Expected credit loss provisions for loan receivables decreased from **HKD 63.10 million** to **HKD 46.54 million**, with the default provision rate falling from **20.24%** to **10.97%**, primarily due to reduced global economic risk factors[48](index=48&type=chunk)[45](index=45&type=chunk) - The Group has established detailed credit assessment and due diligence procedures, including obtaining personal information, conducting background checks, evaluating financial standing and recoverability, and maintaining internal loan and credit policies[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk) [Liquidity, Capital Resources and Prospects](index=21&type=section&id=流動資金及財政資源) The Group's liquidity significantly improved, with net current assets substantially increasing to HKD 269 million, while the gearing ratio slightly rose from 6.77% to 9.03%, remaining low, and the Board will continue to seek suitable investment opportunities for revenue diversification Liquidity and Financial Ratios | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net Current Assets (HKD Thousands) | 268,670 | 114,860 | | Cash and Cash Equivalents (HKD Thousands) | 220 | 350 | | Gearing Ratio | 9.03% | 6.77% | - Looking ahead, the Board will seek suitable investment opportunities to continuously broaden the Group's revenue streams and diversify its business portfolio[51](index=51&type=chunk) Other Information [Human Resources and Corporate Governance](index=22&type=section&id=僱傭及薪酬政策) The Group significantly reduced its employee headcount from 25 to 7 during the reporting period, while the company has adopted and complied with the Corporate Governance Code, with the audit committee reviewing annual results and directors confirming compliance with securities trading standards - As of March 31, 2025, the Group's employee headcount was **7**, a significant reduction from **25** in the prior year[60](index=60&type=chunk) - The Board believes that for the year ended March 31, 2025, the company has consistently complied with the code provisions set out in the Corporate Governance Code[62](index=62&type=chunk) - The Board does not recommend the payment of a dividend for the year ended March 31, 2025[58](index=58&type=chunk)

Core Viewpoint - Du Fu Liquor Industry has successfully completed a reverse merger with China Environmental Energy, marking its entry into the Hong Kong stock market as the second liquor company after Zhenjiu Lidong, and becoming the 22nd listed company in China's liquor industry [1][3]. Company Overview - Du Fu Liquor Industry was established in July 2013, originating from a liquor factory founded in 1983, and has positioned itself around the "poetry and liquor culture" IP, holding over a thousand cultural trademarks [3][4]. - The company operates 13 subsidiaries and has two major production bases, with an annual production capacity of 5,000 tons of raw liquor and 10,000 tons of finished liquor [3][4]. Market Position and Strategy - The company aims to focus on its core liquor business while expanding its international market presence, particularly in Southeast Asia [4][12]. - Du Fu Liquor's products are priced in the mid-to-high range, between 200 to 800 RMB, and include various series such as the Du Fu core series and cultural series [14][21]. Financial Performance - As of the latest reports, Du Fu Liquor has set ambitious targets for growth, aiming for a production value of 1 billion RMB and a market value of 5 billion RMB by 2025 [21]. - The company has expressed intentions to leverage its brand through capital markets to enhance its growth trajectory [4][21]. Competitive Landscape - Du Fu Liquor faces intense competition from established brands like Wuliangye and Luzhou Laojiao, as well as emerging brands like Jiangxiaobai in the Sichuan market [14][21]. - The company’s online sales presence is limited, with a small number of followers and sales on platforms like Taobao and JD, indicating a need for improved e-commerce strategies [16][20]. Recent Developments - The reverse merger with China Environmental Energy was structured through a sales agency agreement, allowing Du Fu Liquor to enter the market without traditional equity acquisition methods [11][12]. - The company has previously expressed its desire to go public and has taken steps towards this goal over the past few years [4][21].

Core Viewpoint - The recent name change of China Environmental Energy to Du Fu Liquor Group is perceived as a strategic move to enter the liquor market, but it is fundamentally a "brand name replacement" rather than a true reverse merger, lacking substantial asset injection or ownership change [1][8][11]. Group 1: Company Overview - China Environmental Energy has been primarily engaged in jewelry design and marketing, with a history of poor financial performance, reporting losses in 7 out of the last 10 fiscal years [5]. - The company reported a revenue of approximately 0.66 million HKD and a loss of about 0.19 million HKD for the 12 months ending March 31, 2024 [5]. - Du Fu Liquor, established in 2013, has faced significant challenges, including a period of inactivity and current debt issues, with major shareholders listed as dishonest executors [5][7]. Group 2: Strategic Moves - The sales agency agreement between China Environmental Energy and Sichuan Du Fu Liquor allows the former to sell Du Fu's products in China and 14 other countries, with a sales target of 1.5 billion HKD over three years [3][5]. - The agreement includes an innovative "excess reward mechanism," where China Environmental Energy can earn an additional 1% dividend if sales exceed targets [3]. Group 3: Market Reaction and Performance - Following the name change, the stock price of Du Fu Liquor Group surged by 129% from May 12 to May 13, reaching a market capitalization of 1.84 billion HKD, but quickly fell to 0.125 HKD by May 16, indicating volatility [7]. - The stock's performance raises concerns about its sustainability, as it risks being classified as a "penny stock" if it remains below 1 HKD for an extended period [7]. Group 4: Regulatory and Market Implications - The partnership is viewed as a "light asset binding model," which avoids stringent regulatory scrutiny associated with traditional reverse mergers, but it may lead to potential compliance risks if the liquor business revenue exceeds 50% of total income within 12 months [11][14]. - Industry experts warn that this model could lead to an influx of "zombie liquor companies" in the Hong Kong market, further deteriorating liquidity in the sector [12].

Core Viewpoint - The company China Environmental Energy has transitioned from a jewelry business to the liquor industry by rebranding itself as Du Fu Liquor Group, marking its entry into the Hong Kong stock market as the 22nd listed company in China's liquor sector [1][7]. Company Overview - China Environmental Energy, established in 1994, primarily engaged in jewelry design and lending, has faced declining performance, with seven years of losses over the past decade [7][10]. - Du Fu Liquor Group, founded in 2013, focuses on "poetry and liquor culture" and has a production capacity of 5,000 tons of raw liquor and 10,000 tons of finished liquor annually [8][10]. Financial Performance - In the last fiscal year, China Environmental Energy reported revenues of 66.05 million HKD, a decrease of 3.5%, and a net loss of 18.51 million HKD, which expanded by 28% year-on-year [7][10]. - Du Fu Liquor Group claims to have achieved over 100 million HKD in output value in the first three quarters of 2024, with a sales revenue increase of 30% [8]. Market Reaction - Following the rebranding, the company's stock price surged nearly 80% on the first day, although it later experienced fluctuations, closing at 0.139 HKD per share [7][10]. Strategic Goals - The chairman of Du Fu Liquor Group stated that the rebranding is a significant milestone for resource integration and brand strategy, aiming to leverage capital to enhance the brand's value towards a target of 10 billion to 100 billion HKD [10][12]. Industry Context - The transition from a non-liquor business to a liquor-focused entity is part of a broader trend in the Hong Kong capital market, where companies are increasingly using rebranding and asset injection to tap into high-margin liquor concepts [11][12].

Group 1 - Du Fu Liquor Group's stock experienced a significant drop of over 13% after a previous surge of nearly 130% from May 12 to 13, with a peak increase of over 18% before closing down more than 2% [1] - The company announced a name change from China Environmental Energy to "Du Fu Liquor Group Limited," effective May 13, 2025, indicating a strategic shift towards the liquor industry [1] - The board identified business opportunities in the liquor sector, citing higher consumption frequency compared to the jewelry industry [1] Group 2 - There are speculations regarding Du Fu Liquor Group's potential reverse merger, although it was clarified that there has been no change in ownership [2] - As of May 14, major shareholders of Du Fu Liquor Group include Guo Sha and Dong Qian, holding 47 million and 40 million shares respectively, representing 8.28% and 7.04% of the voting shares [2] - The actual controller of Du Fu Liquor is Peng Zuowei, who owns 45.57% of the shares among 11 shareholders [2]