China Carbon Neutral Development Group Limited 中國碳中和發展集團有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註册成立之有限公司） （Stock Code 股份代號：1372） NOTIFICATION LETTER 通知信函 24 October 2025 Dear Non-registered Holder(s)(Note 1) , China Carbon Neutral Development Group Limited (the "Company") - Notice of publication of 2025 Annual Report, Circular dated 24 October 2025, and Notice of Annual General Meeting (the "Current Corporate Communication") The English and Chinese versions of the Company's C ...

（於開曼群島註冊成立之有限公司 ） 為中國碳中和發展集團有限公司（「本公司」）股本中每股面值0.01港元共 股 （附註2） 股份之登記持有人，茲委任大會主席或 （附註3） 地址為 為本人╱吾等之代表，代表本人╱吾等出席本公司於二零二五年十一月二十六日（星期三）下午三時正假座香港黃 竹坑業勤街39號Landmark South 12樓1201–02室舉行之股東周年大會（或其任何續會），並以本人╱吾等之名義就 下述決議案投票表決。 | | 普通決議案 | 贊成 （附註4） | 反對 （附註4） | | --- | --- | --- | --- | | 1. | 省覽及採納本公司截至二零二五年六月三十日止年度之經審核 | | | | | 綜合財務報表、本公司董事與本公司獨立核數師（「核數師」）報 | | | | | 告書。 | | | | 2. | 重選邸靈先生為本公司執行董事。 | | | | 3. | 重選陳永嵐先生為本公司非執行董事。 | | | | 4. | 重選耿志遠先生為本公司非執行董事。 | | | | 5. | 重選曹明先生為本公司獨立非執行董事。 | | | | 6. | 重選喬艷琳女士為本公司 ...

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，並明確表示概不就因本通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。 （於開曼群島註冊成立之有限公司 ） – 2 – （股份代號：1372） 股東周年大會通告 特此通知，中國碳中和發展集團有限公司（「本公司」）將於二零二五年十一月二十六日（星 期三）下午三時正在香港黃竹坑業勤街39號Landmark South十二樓1201–02室舉行股東周年大會 （「股東大會」），目的如下： 普通議案 – 1 – 1. 接受及通過本公司截至二零二五年六月三十日止年度經審核合併財務報表，以及董 事會報告及獨立核數師報告。 2. 重選邸靈先生為本公司執行董事。 3. 重選陳永嵐先生為本公司非執行董事。 4. 重選耿志遠先生為本公司非執行董事。 5. 重選曹明先生為本公司獨立非執行董事。 6. 重選喬艷琳女士為本公司獨立非執行董事。 7. 授權本公司董事會釐定董事酬金。 8. 重新委任栢淳會計師事務所有限公司為本公司核數師，並授權董事會釐定其酬金。 特別議案 9. 考慮並在認為適當時通過下列決 ...

此乃要件 請即處理 如對本通函任何內容或應採取的行動存有疑問， 閣下應諮詢持牌證券經紀、其他已註冊證券機構、銀行經 理、律師、專業會計師或其他專業顧問。 如 閣下已經出售或轉讓於中國碳中和發展集團有限公司（「本公司」）所持有的全部股份，應立即將本通函 及隨附的代表委任表格交予買方或受讓人，或交予促成該等買賣或轉讓的銀行、持牌證券經紀、已註冊證 券機構或其他代理人，以便轉交予買方或受讓人。 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的內容概不負責，亦不就其準確性或完整 性作出任何保證，並明確表示概不對因本通函全部或任何部分內容而產生或因依賴本通函內容而產生的任 何損失承擔任何責任。 | 釋義 | 1 | | --- | --- | | 董事會函件 | 3 | | 引言 | 4 | | 新發行授權及新回購授權 | 4 | | 董事重選 | 5 | | 暫停辦理股份過戶登記手續 | 6 | | 股東周年大會 | 6 | | 投票方式 | 6 | | 董事的責任 | 7 | | 建議事項 | 7 | | 其他事項 | 7 | | 附錄一 — 說明文件 | 8 | | 附錄二 — 擬重選董事的簡介 12 ...

Customer Concentration - The Group's largest customer accounted for approximately 33.7% of total revenues in the Current Year, up from 30.0% in the previous period[30]. - The five largest customers contributed approximately 96.1% of total revenues for the Current Year, compared to 89.9% in the previous period[30]. - The largest customer accounted for approximately 33.7% of the Group's total revenue in the current year, compared to 30.0% in the previous period[36]. - The top five customers represented about 96.1% of the Group's total revenue this year, up from 89.9% in the previous period[36]. Financial Performance - The Group recorded a consolidated revenue of approximately HK$579.4 million for the Current Year, representing a decrease of approximately 39.6% compared to HK$959.1 million in the previous period[143]. - The gross profit for the Current Year amounted to approximately HK$39.5 million, a decrease of approximately 20.9% from HK$49.9 million in the previous period[143]. - Administrative and selling expenses decreased to approximately HK$75.1 million, down 26.5% from HK$102.3 million in the previous period, due to tight control on operation costs[144]. - Finance costs for the Current Year were approximately HK$29.2 million, representing a significant decrease of 59.8% compared to HK$72.6 million in the previous period[148]. - The Group recorded a loss of approximately HK$10.3 million for the Current Year, a decrease of 92.5% from a loss of approximately HK$137.3 million in the previous period[149]. - Revenue from the Ecological Governance and Civil Engineering Business amounted to approximately HK$556.8 million, a decrease from approximately HK$657.4 million in the previous period[164]. - The gross profit for the Ecological Governance and Civil Engineering Business was approximately HK$34.2 million, representing a gross profit margin of approximately 6.1%[164]. - The Group's revenue from civil engineering projects was approximately HK$24.88 million, down from approximately HK$42.16 million in the previous year, indicating a decrease of about 41.0%[168]. Environmental Commitment - The Group's commitment to environmental protection includes promoting green measures and reducing energy consumption in daily operations[15]. - The Group regularly reviews its environmental practices and considers implementing further eco-friendly measures[16]. - The Group aims to achieve negative carbon emissions of 100 million tonnes through nature-based and technology-based solutions, contributing to reducing China's 2% carbon dioxide emissions[154]. - The Group successfully developed the first manure intensive treatment project in China registered on the Verified Carbon Standard (VCS) platform, reducing 76,000 tCO2e annually, totaling 760,000 tCO2e over ten years[151]. - The waste incineration power generation project in Yingkou registered on the VCS platform achieved an annual reduction of 245,000 tCO2e[151]. - The Jiyuan Weiheng Cow Breeding Farm Biogas Recovery and Utilization Project in Henan reduced 37,500 tCO2e annually, with a total reduction of 265,000 tCO2e over the first seven years[151]. Corporate Governance - The Board did not recommend the payment of any final dividend for the Current Year, consistent with the previous period[13]. - There was no material breach of applicable laws and regulations by the Group during the Current Year[17]. - The Company has received annual confirmations of independence from all Independent Non-executive Directors[64]. - The Directors and chief executives' interests in shares and debentures will be disclosed in accordance with the Securities and Future Ordinance[72]. - No management contracts concerning the administration of the Group's business were entered into during the Current Year[29]. - No Directors had any service contracts that are not determinable within one year without compensation, other than statutory compensation[78]. - There were no material interests in transactions or contracts of significance involving Directors during the Current Year[79]. Share Capital and Options - As of June 30, 2025, the total issued share capital of the Company was 642,960,000 shares[75]. - Mr. Geng Zhiyuan holds 22,000,000 ordinary shares, representing 3.42% of the Company's total equity[74]. - Quick Tycoon Limited is a beneficial owner of 133,970,000 shares, accounting for 19.43% of the Company's total equity[88]. - Mr. Sha Tao has an interest in a controlled corporation with a total of 173,970,000 shares, which is 25.23% of the Company's total equity[88]. - China Eco Fund Investment Limited holds 40,000,000 shares, representing 5.80% of the Company's total equity[88]. - The maximum number of unexercised share options available under the Scheme is 20,000,000 shares, representing approximately 3.11% of the issued shares as of the report date[98]. - The Scheme will expire on March 28, 2026, with options grantable within 10 years from March 29, 2016[111]. Strategic Initiatives - The Group plans to innovate and develop a distributed photovoltaic business model and engage in graded utilization of waste batteries through partnerships with relevant companies[142]. - The Group has signed a strategic cooperation agreement with Beijing Zhonghong Blue Ocean to develop carbon neutrality and new energy projects, including a "Dual Carbon Digital Management and Control Platform" for carbon emissions and energy consumption[170]. - The Group has completed the acquisition of a 60% equity interest in Henan Zailiang New Energy, a lithium battery recycling enterprise, which holds one of only 52 graded utilization licenses in China[175]. - The Group's dual-carbon management platform aims to enhance operational efficiency and advance sustainable development goals, with plans to replicate successful projects in other cities in Henan and nationwide[177]. - The Group has established a partnership with BRICS Capital Management to create a global carbon asset management fund focused on carbon asset monetization and tokenization[187]. Future Outlook - The Group has no future plans for material investments or capital assets[132]. - The Group plans to invest more resources into the New Energy and Renewable Energy business segments to drive future growth[170]. - By 2025, China's retired power battery volume is projected to reach 306 GWh, increasing over 20-fold in the next five years, indicating significant growth potential for the new energy business segment[189].

股票名称 机构名称 性质 变动前持股 变动后持股 持股比 中国碳中和(01372) Youth Force Asia Limited 好 仓 5170.00 万股 2440.10 万股 3.80%(最新) 8.04%(前次) 备注：持股数变动有可能因供股、合股、拆股等情况引起，请注意对照实际情况进行辨别。 智通财经APP获悉，中国碳中和(01372)于2025年10月23日进行了最新股东权益披露。 ...

Group 1 - Youth Force Asia Limited reduced its stake in China Carbon Neutral (01372) by 27,299,000 shares at a price of HKD 1.00 per share, totaling approximately HKD 27,299,000 [1] - After the reduction, Youth Force Asia Limited holds approximately 24,401,000 shares, representing a holding percentage of 3.80% [1]

Group 1 - Youth Force Asia Limited reduced its stake in China Carbon Neutral (01372) by selling 27,299,000 shares at a price of HKD 1.00 per share, totaling approximately HKD 27,299,000 [1] - After the reduction, Youth Force Asia Limited holds approximately 24,401,000 shares, representing a holding percentage of 3.80% [1]

Group 1 - Youth Force Asia Limited reduced its stake in China Carbon Neutral (01372) by 27.299 million shares at a price of HKD 1.00 per share, totaling approximately HKD 27.299 million [1] - After the reduction, Youth Force Asia Limited holds approximately 24.401 million shares, representing a holding percentage of 3.80% [1]

Financial Performance - Total revenue for the year ended June 30, 2025, was HKD 579,400,000, a decrease of 39.6% compared to HKD 959,084,000 for the previous period[4] - The gross profit for the year was HKD 39,499,000, down from HKD 49,905,000, reflecting a decline of 20.6%[5] - The company reported a net loss attributable to owners of HKD 7,450,000, compared to a loss of HKD 132,840,000 in the previous period, indicating an improvement[4] - The company reported a net loss attributable to owners of HKD 6,709,000 for the year ended June 30, 2025, compared to a loss of HKD 127,847,000 for the previous year, indicating a significant improvement[6] - Total comprehensive income for the year was HKD 3,273,000, a recovery from a loss of HKD 6,485,000 in the prior year[6] - The company reported a basic loss per share of HKD 1.32 for the year, compared to HKD 28.90 in the previous year, reflecting a substantial reduction in losses[7] - The group reported a net loss of approximately HKD 10,282,000 for the year ending June 30, 2025[15] - The group reported a pre-tax loss of HKD 7,450,000 for the year ending June 30, 2025, and a loss of HKD 132,840,000 for the period from January 1, 2023, to June 30, 2024[36] Expenses and Costs - The company experienced an operating loss of HKD 405,000, significantly improved from HKD 131,180,000 in the previous period[5] - Administrative and selling expenses decreased to HKD 75,130,000 from HKD 102,279,000, showing a reduction of 26.5%[5] - The financial costs decreased to HKD 29,235,000 from HKD 72,647,000[5] - The group reported interest expenses of HKD 29,235,000 for the period ending June 30, 2025, down from HKD 72,647,000 for the same period in 2024, indicating a significant reduction of approximately 59.8%[31] - The total revenue cost for the year ending June 30, 2025, was HKD 539,901,000, compared to HKD 909,179,000 for the previous period[32] - The employee benefit expenses (excluding directors and highest-paid executives) totaled HKD 84,545,000 for the year ending June 30, 2025[32] - The deferred tax expense for the year ending June 30, 2025, was HKD 9,213,000, compared to HKD 1,071,000 for the previous period[35] Assets and Liabilities - The company's non-current assets decreased to HKD 62,055,000 from HKD 67,511,000 year-over-year, primarily due to a reduction in right-of-use assets and intangible assets[8] - Current assets increased significantly to HKD 397,589,000 from HKD 296,745,000, driven by a rise in carbon credit assets and cash and cash equivalents[8] - Total liabilities increased to HKD 441,052,000 from HKD 365,654,000, with current liabilities rising to HKD 378,708,000 from HKD 331,308,000[9] - The company's equity attributable to owners rose to HKD 22,463,000 from HKD 2,176,000, indicating a recovery in shareholder value[9] - The group has contingent liabilities related to performance guarantees provided to banks amounting to HKD 15.2 million as of June 30, 2025, down from HKD 16.8 million in the previous year[43] Business Strategy and Future Outlook - The company plans to focus on expanding its carbon neutral business and digital technology sectors in the upcoming fiscal year[3] - Future guidance indicates a cautious outlook due to market conditions, with a focus on cost management and operational efficiency[3] - The company plans to continue focusing on market expansion and new product development to drive future growth[10] - The group plans to innovate in the new energy sector by developing an integrated business model for solar energy, charging, storage, and management[50] - The group aims to utilize blockchain and artificial intelligence technologies to develop an integrated online and offline platform for lithium battery utilization[50] - The group plans to invest more resources in the new energy business sector, particularly in battery recycling and establishing a recovery network[72] Segment Performance - The segment performance for the global carbon neutrality business showed a profit of HKD 25,265,000, while the civil engineering and construction business reported a loss of HKD 61,905,000 for the period ending June 30, 2025[26] - Revenue from civil engineering and construction business for the year was HKD 556.8 million, down from HKD 657.4 million in the previous period, with a gross profit of HKD 34.2 million and a gross margin of 6.1%[60] - The total contract amount for significant ongoing construction projects as of June 30, 2025, was approximately HKD 300 million, with unpaid amounts of HKD 115 million, compared to HKD 371 million and HKD 49 million respectively in the previous year[61] Regulatory and Compliance - The group has adopted revised Hong Kong Financial Reporting Standards (HKFRS) for the current fiscal year, which includes HKFRS 16 related to lease liabilities[19] - No early adoption of newly issued or revised HKFRS that are not yet effective has been made by the group[20] - The new HKFRS 18 will replace HKAS 1 for the presentation and disclosure of financial statements, introducing new requirements for performance indicators[22] - The group is evaluating the detailed impact of HKFRS 18 on its consolidated financial statements[23] Corporate Governance - The board does not recommend any final dividend payment for the current fiscal year[79] - The company has fully complied with the listing rules regarding the appointment and resignation of independent non-executive directors, with recent changes including the appointment of Ms. Qiao Yanlin and Mr. Cao Ming[81][82] - The audit committee currently consists of three members, all of whom are independent non-executive directors, and has reviewed the group's accounting principles and policies[86] - There have been no significant events affecting the group since the end of the reporting period[87]