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Denox Environmental & Technology Holdings Limited Proxy Solicitation & Information Statement 2026

Mar 16, 2026

49933_rns_2026-03-16_d4219487-e3ef-4a3d-a6c6-8369bc7d52c0.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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DENOX ENVIRONMENTAL & TECHNOLOGY HOLDINGS LIMITED

迪諾斯環保科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1452)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of Denox Environmental & Technology Holdings Limited (the “Company”) will be held on Thursday, 2 April 2026 at 10:00 a.m. at Room 1506-1, 12th Floor, Block 2, No. 128 Western South Fourth Ring Road, Fengtai District, Beijing 100070, the People’s Republic of China for considering and, if thought fit, passing, with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTION

“THAT:

(a) the technical support framework agreement dated 11 February 2026 entered into between Beijing Denox Environmental Protection Technology Company Limited (北京迪諾斯環保科技有限公司), a wholly-owned subsidiary of the Company, and Hainan Botuo Technology Company Limited (海南博拓科技有限公司), a company wholly-owned by Mr. Chen Qizhao, the son of Ms. Zhao Shu (the “Technical Support Framework Agreement”) (a copy of which has been produced to the Meeting and initialed by the Chairlady of the Meeting for identification purpose) and the transactions contemplated thereunder, be and are hereby confirmed, approved and ratified;

(b) the proposed annual caps in relation to the transactions contemplated under the Technical Support Framework Agreement for the three years ending 31 December 2028 be and are hereby approved; and

(c) any director(s) of the Company be and are hereby authorised for and on behalf of the Company to, amongst others, sign, execute and deliver or to authorise the signing, execution and delivery of all such documents and deeds, to do or authorise doing all such acts, matters and things as


he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Technical Support Framework Agreement and any ancillary documentation and transactions thereof.”

By order of the Board

Denox Environmental & Technology Holdings Limited
Zhao Shu
Chairlady

Hong Kong, 17 March 2026

  • The English transliteration of the Chinese names in this notice, where indicated, is included for information only, and should not be regarded as the official English names of such Chinese names.

Notes:

  1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

  2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

  3. To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours (i.e. 10:00 a.m. on Tuesday, 31 March 2026) before the time appointed for holding the Meeting or any adjournment thereof.

  4. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

  5. Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

  6. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so desire and in such event, the instrument appointing a proxy should be deemed to be revoked.

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  1. For the purpose of determining shareholders' entitlements to attend and vote at the Meeting, the transfer books and the register of members of the Company will be closed from Monday, 30 March 2026 to Thursday, 2 April 2026 (both days inclusive), during which period no transfer of shares will be effected. In order to establish the right to attend and vote at the Meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Friday, 27 March 2026. The record date for determining the eligibility of the shareholders to attend and vote at the Meeting will be Thursday, 2 April 2026.

As at the date of notice, the Board comprises Ms. Zhao Shu and Mr. Li Ke as executive Directors; Mr. Li Xingwu as non-executive Director; and Ms. Chan Yeuk Wa, Dr. Wang Xueqian and Mr. Ong Chor Wei as independent non-executive Directors.

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