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Hilong Holding Limited Proxy Solicitation & Information Statement 2025

Sep 25, 2025

50046_rns_2025-09-25_c4ccc8d3-dab0-4d70-a9db-2999f1f0b2a0.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, other licensed corporation, bank manager, solicitor, professional accountant or professional adviser.

If you have sold or transferred all your shares in Hilong Holding Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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Hilong

Hilong Holding Limited

海隆控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1623)

(1) VERY SUBSTANTIAL DISPOSAL

IN RELATION TO THE DISPOSAL OF THE VESSEL

AND

(2) NOTICE OF THE 2025 THIRD EXTRAORDINARY

GENERAL MEETING

A letter from the Board is set out on pages 4 to 18 of this circular.

A notice convening the 2025 third extraordinary general meeting ("EGM") of Hilong Holding Limited (the "Company") to be held at Conference Room, 6th Floor, Hilong Group of Companies Ltd., No.1825 Luodong Road, Baoshan Industrial Zone, Shanghai, China on Thursday, 16 October 2025 at 10:00 a.m. is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange at (www.hkexnews.hk) and the Company (www.hilonggroup.com). Whether or not you are able to attend the EGM, you are requested to read the notice of the EGM and to complete and sign the form of proxy enclosed in this circular in accordance with the instructions printed thereon and return the same to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM (i.e. not later than 10:00 a.m. on Tuesday, 14 October 2025 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof should you so wish. In such event, the form of proxy shall be deemed to be revoked.

  • For identification purpose only

25 September 2025


TABLE OF CONTENTS

Pages

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I - FINANCIAL INFORMATION OF THE GROUP ... I-1
APPENDIX II - VALUATION REPORT OF THE VESSEL ... II-1
APPENDIX III - GENERAL INFORMATION ... III-1
NOTICE OF EGM ... EGM-1

  • i -

DEFINITIONS

In this circular, unless otherwise defined or the context requires, the following terms and expressions shall have the following meanings:

"Announcement"
the announcement of the Company dated 11 August 2025, in which it was announced that the Vendor, an indirect wholly-owned subsidiary of the Company, entered into the MOA with the Purchaser on 11 August 2025 (after trading hours) to dispose of the Vessel at the Consideration of US$100 million

"Banking Day(s)"
days on which banks are open both in the country of the currency stipulated for the Consideration and in Hong Kong, the PRC, Singapore and Indonesia

"Board"
the board of Directors

"Cancelling Date"
31 July 2026, the date on which physical delivery of the Vessel may be cancelled pursuant to the terms and conditions of the MOA

"Company"
Hilong Holding Limited (海隆控股有限公司*) (stock code: 1623), a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange

"Completion"
completion of the Disposal in accordance with the terms and conditions of the MOA

"Consideration"
the consideration of US$100 million payable by the Purchaser to the Vendor pursuant to the terms of the MOA

"Director(s)"
the director(s) of the Company

"Disposal"
the disposal of the Vessel from the Vendor to Purchaser subject to the terms and conditions of the MOA

"EGM"
an extraordinary general meeting of the Company to be convened and held to consider and, if thought fit, approve, the MOA and the transactions contemplated thereunder

  • 1 -

  • 2 -

DEFINITIONS

"EPCI"
engineering, procurement, construction and installation, a commonly used form of construction contract

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"IMO"
International Maritime Organization

"Independent Third Party(ies)"
party(ies) independent of and not connected with the Company and its connected persons (as defined under the Listing Rules)

"Latest Practicable Date"
18 September 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"MOA"
the written memorandum of agreement dated 11 August 2025 and entered into between the Vendor and the Purchaser in respect of the Disposal

"PRC"
the People's Republic of China which, for the purpose of this circular, does not include Hong Kong, Macao Special Administrative Region and Taiwan

"Promissory Note"
the interest-bearing convertible promissory note to be issued by the Purchaser in favour of the Vendor in the principal amount of up to US$25,000,000

"Purchaser"
PT CAKRA BUANA RESOURCES ENERGI TBK, a company incorporated in the Indonesia and its shares are listed on the Indonesia Stock Exchange under the stock code: CBRE

"Purchaser's EGM"
an extraordinary general meeting of the Purchaser to be convened and held to consider and, if thought fit, approve, the MOA and the transactions contemplated thereunder


  • 3 -

DEFINITIONS

"Share(s)"
ordinary share(s) of HK$0.1 each in the share capital of the Company

"Shareholder(s)"
the registered holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Title Transfer Date"
the date of which the title of the Vessel transfers from the Vendor to the Purchaser pursuant to the terms of the MOA

"US$"
United States dollar(s), the lawful currency of the United States of America

"Valuation Report"
the valuation report dated 17 July 2025 issued by the Valuer, setting out the appraised market value of the Vessel as of 31 May 2025

"Valuer"
Shanghai Orient Appraisal Co., Ltd* (上海東洲資產評估有限公司), the independent valuer engaged by the Company for the valuation of the Vessel

"Vendor"
Hilong Shipping Holding Limited, a company established in Hong Kong and an indirect wholly-owned subsidiary of the Company

"%"
per cent

  • For identification purposes only

** For the purpose of this circular, unless otherwise indicated, the exchange rate of US$1.00 = RMB7.1085 and US$1.00 = IDR16,592 have been used, where applicable, for purpose of illustration only and such conversion should not be construed as a representation that any amount has been, could have been or may be, exchanged at this or any other rate.


LETTER FROM THE BOARD

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HILONG

Hilong Holding Limited 海隆控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1623)

Executive Director:
Mr. ZHANG Jun

Non-executive Directors:
Ms. ZHANG Shuman
Dr. YANG Qingli
Mr. CAO Hongbo
Dr. FAN Ren Da Anthony

Independent non-executive Directors:
Mr. WANG Tao
Mr. WONG Man Chung Francis
Mr. SHI Zheyan

Registered Office:
Cricket Square, Hutchins Drive
PO Box 2681
Grand Cayman, KY1-1111
Cayman Islands

Principal Place of Business in Hong Kong:
Room 1910, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong

25 September 2025

To the Shareholders

Dear Sir or Madam,

(1) VERY SUBSTANTIAL DISPOSAL
IN RELATION TO THE DISPOSAL OF THE VESSEL
AND
(2) NOTICE OF THE 2025 THIRD EXTRAORDINARY
GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement, in which it was announced that the Vendor, an indirect wholly-owned subsidiary of the Company, entered into the MOA with the Purchaser on 11 August 2025 (after trading hours) to dispose of the Vessel at the Consideration of US$100 million.

The purpose of this circular is to provide you with, among other things, (i) further details in relation to the Disposal; (ii) an independent valuation report of the Vessel; (iii) the notice of the EGM; and (iv) other information as required under the Listing Rules.

  • For identification purpose only

LETTER FROM THE BOARD

THE DISPOSAL AND THE MOA

On 11 August 2025 (after trading hours), the Vendor, an indirect wholly-owned subsidiary of the Company, and the Purchaser entered into the MOA, pursuant to which the Vendor conditionally agreed to sell, and the Purchaser conditionally agreed to purchase the Vessel at the Consideration of US$100 million according to the terms and conditions set out therein.

The principal terms of the MOA are summarized below:

Date: 11 August 2025

Parties:
(1) the Vendor; and
(2) the Purchaser

Subject Matter: Pursuant to the MOA, the Vendor conditionally agreed to sell, and the Purchaser conditionally agreed to acquire, the Vessel named "HAI LONG 106" with the following particulars:

Flag: Hong Kong

Place of registration: Hong Kong

IMO Number: 8674182

Year Built: 2012

Consideration and Payment: The Consideration for the Disposal, pursuant to the MOA, is US$100 million, and shall be payable by the Purchaser to the Vendor in the following manner:

(i) Subject to the approval of the EGM and Purchaser's EGM, the Purchaser shall pay a downpayment of 55% of the Consideration (the "Downpayment") to the Vendor by (a) paying US$30 million in cash; and (b) issuing a promissory note (with conversion option) in the amount of US$25 million in favour of the Vendor followed by transfer of the title of the Vessel from the Vendor to the Purchaser on the same date of the Purchaser's EGM; and

(ii) Following the Downpayment and transfer of title of the Vessel on the Title Transfer Date, 45% of the Consideration in the amount of US$45 million and all other sums payable by the Purchaser to the Vendor shall be paid in full on or before 31 December 2025 (the "Purchase Price").

  • 5 -

LETTER FROM THE BOARD

The above promissory note shall include a conversion option which entitles the Vendor, at their sole discretion, to convert all of the outstanding principal amount into equity of the Purchaser and the Vendor's representative shall be appointed to the Purchaser's board of commissioner under the Purchaser's two-tier board structure. According to the Indonesian Company Law and capital markets regulations, Indonesian listed companies adopt a two-tier board structure. The highest authority lies with the general meeting of shareholders, under which there are the board of commissioners (BOC) and the board of directors (BOD).

The BOC, which oversees and provides guidance to the BOD but does not take part in day-to-day operations, is further supported by the audit, nomination and remuneration committees. In contrast, the BOD is responsible for daily management and operations of the Purchaser.

Currently, the BOC of the Purchaser consists of three members. Following the conversion of shares (assuming the Conversion Option is exercised by the Vendor), the Vendor is expected to nominate one representative to serve as a commissioner, which would account for one-third (1/3) of the BOC.

Basis of the Consideration:

The Consideration was determined after arm's length negotiations between the Vendor and the Purchaser on normal commercial terms with reference to, among other things:

(1) fair value of the Vessel, being US$101,458,755.15, based on the valuation of the market value of the Vessel as at 31 May 2025 stated in the Valuation Report;

(2) recent technological developments and shifts in the offshore vessel market have led to a strong preference for high-specification vessels, particularly those equipped with dynamic positioning (DP) systems. As the Vessel does not possess such features, its appeal in the current market is diminished, resulting in a more limited pool of potential purchasers;

(3) prevailing market price for vessel of similar type, size, maintenance condition, and year of build; and

(4) the location and time of delivery to the Purchaser.

  • 6 -

LETTER FROM THE BOARD

The Directors consider that the Consideration in respect of the Disposal is fair and reasonable and in the interest of the Company and the Shareholders as a whole.

In respect of the valuation of the Vessel, the Directors have reviewed the Valuation Report and discussed with the Valuer about the valuation approach and methodology adopted in the valuation of the Vessel. As advised by the Valuer, the cost approach has been adopted in the valuation of the Vessel for the following reason:

Civilian vessels are generally classified into two categories: transport vessels and engineering and special-purpose vessels. Transport vessels typically include passenger ships, cargo ships, container ships, and roll-on/roll-off ships. The Vessel is a pipe-laying crane vessel, which falls under the category of engineering and special-purpose vessels. Compared to transport vessels, engineering and special-purpose vessels are often highly specialized and custom-built. In recent years, there have been very few publicly available transactions involving vessels of similar type or specifications, such limited availability does not provide sufficient basis and is unsuitable for the Valuer to adopt the market approach. As a result, market approach was not selected by the Valuer for valuation of the Vessel.

According to the Valuation Report, the cost approach is applied using the following formula:

$$
\text{Valuation} = \text{Gross current replacement cost} \times \text{Composite depreciation rate}
$$

  1. Gross Current Replacement Cost

This includes material costs (based on market prices for steel plates, welding materials, paint, cables, and other auxiliary materials), equipment costs (based on quotations from manufacturers and the Valuer's industry experience), labor costs, production-specific expenses, period costs, and profit. Among these, material, equipment, and labor costs are considered direct costs and form the core of gross current replacement cost.

  • 7 -

LETTER FROM THE BOARD

2. Composite Depreciation Rate

Depreciation is determined by combining two factors:

  • Theoretical Depreciation Rate (40%), calculated as:

$$
\text{Theoretical depreciation rate} = \frac{\text{Remaining Useful Life}}{\text{Used Life} + \text{Remaining Useful Life}} \times 100\%
$$

  • Technical Appraisal Depreciation Rate (60%), assessed using a scoring method based on the vessel's physical and operational condition.

As of 31 May 2025, the book value of the Vessel is US$150.2 million, which is based on the fact that the Group will continue to own and operate the Vessel, thereby generating economic benefits through self-use. The book value of the Vessel is measured in accordance with HKAS 16 Property, Plant and Equipment under historical cost model, and is depreciated on a straight-line basis over its estimated useful life. An annual impairment test is performed in compliance with HKAS 36 Impairment of Assets, whereby the recoverable amount determined as the value in use based on discounted cash flows, is compared to the carrying amount. No impairment loss has been recognized as the recoverable amount has consistently exceeded the carrying value.

With over a decade of experience in the offshore engineering services sector, the Group is well regarded and possesses deep market knowledge in both domestic and international markets, enabling it to identify niche segments and projects, thereby enhancing the Vessel's operational efficiency and reducing idle time. In addition, the Company's vessel management team, with its deep familiarity and expertise, helps reduce daily operating costs, which maximizes the Vessel's value under the Company's ownership.

  • 8 -

LETTER FROM THE BOARD

As advised by the Valuer, given the purpose of the Disposal is the sale of the Vessel, the valuation is therefore based on market value under a change of ownership, which differs fundamentally from the value derived from continued use by the Company in ongoing operations. Potential purchaser does not possess the same operation advantages as the Company, and is unlikely to achieve similar utilization efficiency as the Company within their respective niche markets. Instead, purchasers primarily focus on factors such as the Vessel's condition and age, replaceability, replacement cost, operational scope, and the prevailing market price for similar vessels.

Completion and Delivery:

The title of the Vessel is transferred on the Title Transfer Date and the Purchaser will take physical delivery of the Vessel between 1 July 2026 to 31 July 2026. Notice of readiness is served to the Purchaser by the Vendor when the Vessel is at the place of delivery and physically ready. Vendor shall provide the Purchaser with twenty (20), ten (10), five (5) and three (3) days' notice of the date the Vendor intends to tender notice of readiness and of the intended place of delivery.

Conditions Precedent:

Completion of the Disposal is conditional on the parties having obtained their respective requisite shareholders' approval in respect of the MOA and the Disposal in accordance with the Listing Rules.

Cancellation:

Cancellation by the Vendor:

Should the Downpayment not be paid by the Purchaser in accordance with the terms and conditions of the MOA, the Vendor has the right to cancel the MOA and should be entitled to claim compensation for the losses and for all expenses incurred together with interest.

  • 9 -

LETTER FROM THE BOARD

Should the Purchase Price not be paid in accordance with the terms and conditions of the MOA, the Vendor has the right to cancel the MOA, in which case the Downpayment together with interest earned, if any, less a fixed penalty US$15 million shall be paid back to the Purchaser immediately, the mortgage pursuant to the MOA be discharged and released, and the title of the Vessel shall be retained by the Vendor. Note

Cancellation by the Purchaser:

If the Vendor anticipates that, notwithstanding the exercise of due diligence, the Vessel will not be ready for delivery by the Cancelling Date, the Vendor may notify the Purchaser in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Purchaser shall have the option of either cancelling the MOA within three Banking Days of receipt of notice or accepting a new date as the new Cancelling Date. If the Purchaser has not declared the option within three Banking Days of receipt of the Vendor's notification or if the Purchaser accepts the new date, the date proposed in the Vendor's notification shall be deemed to be the new Cancelling Date.

Should the Vendor fail to give notice of readiness in accordance with the terms and conditions of the MOA or fail to be ready to validly complete a legal transfer by the Cancelling Date for physical delivery, the Purchaser shall have the option to cancel the MOA. If after notice of readiness has been given but before the Purchaser has taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new notice of readiness given, the Purchaser shall retain the option to cancel the MOA. In the event that the Purchaser elects to cancel the MOA, the Downpayment together with interest earned, if any, shall be fully returned by the Vendor to the Purchaser immediately and the Vendor shall pay a fixed penalty of US$15 million.

Note

The Company would like to clarify that there was an inadvertent clerical error identified in the Announcement and the sentence "... in which case the Downpayment together with interest earned, if any, less a fixed penalty US$15 million shall be paid back to the Vendor immediately..." on page 5 of the Announcement should be amended should be correctly stated as "... in which case the Downpayment together with interest earned, if any, less a fixed penalty US$15 million shall be paid back to the Purchaser immediately...". Save as disclosed in this circular, all other information and contents contained in the Announcement remain unchanged.

  • 10 -

LETTER FROM THE BOARD

Should the Vendor fail to give notice of readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer in accordance with the terms of the MOA, the Vendor shall make due compensation to the Purchaser for the loss and for all expenses together with interest if the failure is due to proven negligence and whether or not the Purchaser cancel the MOA.

The Promissory Note

The principal terms of the Promissory Note issued pursuant to the MOA are summarized below:

Issue Date: Date on which the Purchaser obtained the requisite shareholders' approval for the MOA (the "Issue Date")

Issuer: The Purchaser

Holder: The Vendor

Maturity Date: twelve (12) months of the date of the MOA or as otherwise agree in writing by the Parties (the "Maturity Date")

Principal amount: US$25,000,000

Interest rate: 3% per annum, payable on the last day of each of the twelve (12) months period

Repayment: On Maturity Date, the Purchaser shall repay the outstanding principal amount of US$25,000,000 and accrued interest. All outstanding principal amounts will become immediately due and payable in the event of default

Conversion Period: Commences from the Issue Date until the Maturity Date

  • 11 -

LETTER FROM THE BOARD

Conversion Price:

Means the average closing price of the shares of the Purchaser as stated on the website of the Indonesia Stock Exchange for 30 consecutive trading days immediately preceding the date of the conversion, subject to adjustment which shall be agreed upon by the parties after arm's length negotiations and taking into account the provisions of the applicable regulatory authority. For the avoidance of doubt, such adjustment is intended solely as a fallback mechanism between the Parties and shall only be invoked in exceptional events, such as any alteration to the total issue share capital of the Purchaser as a result of consolidation, sub-division, or new issue of shares. There is no cap imposed on the Conversion Price under the terms of the Promissory Note.

The Directors consider that the Conversion Price mechanism is appropriate and in the interests of the Company and its Shareholders for the following reasons: (i) it provides a transparent, market-based valuation reference that reflects the Purchaser's share price over a sustained period, which helps mitigate short-term volatility and ensures that any conversion is based on prevailing market conditions; and (ii) the Conversion Option is exercisable solely at the discretion of the Vendor. The Vendor is under no obligation to convert and may choose to do so only if it determines that conversion is commercially beneficial and in the interests of the Company and its Shareholders, subject to applicable requirements under the Listing Rules. Such flexibility allows the Company to respond to market developments and strategic considerations at the relevant time; and (iii) it offers potential upside exposure to the Purchaser's equity, particularly in light of its strengthened capital structure and growth prospects in the oil and gas sector.

For illustration purpose only, the conversion price as of the Latest Practicable Date is IDR262.63 (equivalent to approximately US$0.016)

Number of Conversion Shares:

The Vendor has the option to convert (the "Conversion Option") the outstanding principal amount into shares of the Purchaser (the "Conversion Shares") by delivering a conversion notice to the Purchaser, which specifies the number of Conversion Shares based on the formulate below:

Conversion Shares = Outstanding principal amount / Conversion Price

  • 12 -

LETTER FROM THE BOARD

For illustration purpose only, assuming the outstanding principal amount is US$25,000,000 and the Vendor exercises the Conversion Option, the number of Conversion Shares to be allotted and issued to the Vendor is 1,579,388,247, representing approximately 2.92% of the total issued share capital of the Purchaser as enlarged by (i) the Conversion Shares and (ii) the Purchaser's Rights Issue.

The Company will re-comply with the Listing Rules requirements, including the announcement, circular and shareholders' approval requirements under Rule 14.76 of the Listing Rules, if it determines that it is appropriate and in the interests of the Company and its Shareholders to exercise the Conversion Option.

INFORMATION OF THE VESSEL

The Vessel has been owned by the Group since January 2015, and its net book value as at 31 May 2025 was approximately US$150.2 million.

The Vessel has been primarily been used in the Company's offshore-engineering services segment to carry out projects such as subsea pipeline laying, offshore transportation and installation of offshore structures. On this basis, the Board considers that the Vessel is not a revenue-generating asset and as such there is no identifiable income stream originated therefrom.

INFORMATION OF THE GROUP AND THE PARTIES

The Group

The Group is principally engaged in the manufacture and distribution of oil and gas drilling equipment and provide oilfield and offshore engineering services worldwide. The Group operates its business through three segments, namely (1) drill pipe-related business; (2) oilfield services business; and (3) offshore-engineering services.

The Vendor

The Vendor is an indirect wholly-owned subsidiary of the Company incorporated in Hong Kong in 2024 and is principally engaged in offshore engineering service provision.

The Purchaser

The Purchaser is a company incorporated in the Indonesia with limited liability and is principally engaged in domestic sea transportation business for general cargo shipping by operating tugboats and five barges. Its maritime transportation services include bulk cargo shipping, such as mining products, construction materials, heavy equipment, agricultural products, and other industrial goods. Additionally, the Purchaser provides vessel charter services based on voyage and time, as well as ship management services. Its

  • 13 -

LETTER FROM THE BOARD

shares are listed on the Indonesia Stock Exchange under the stock code: CBRE. According to the annual report of the Purchaser for the year ended 31 December 2024 published on 5 May 2025, the Purchaser recorded revenue of IDR62,173,596,046 (equivalent to approximately US$3,747,203.2) and total assets of IDR333,652,847,172 (equivalent to approximately US$20,109,260.3) in 2024. As of the Latest Practicable Date, the market capitalization of the Purchaser was IDR2,814 billion (equivalent to approximately US$169.6 million).

As disclosed in the announcement of the Purchaser dated 19 August 2025 ("Rights Issue Announcement"), the Purchaser is seeking shareholders' approval to increase its share capital through the granting of pre-emptive rights (the "Rights Issue") to issue a maximum number of 48,000,000,000 shares (the "Rights Issue Shares"). There is no underwriting arrangement in respect of the Rights Issue. The Rights Issue Shares are registered shares that have the same nominal value of the Purchaser's shares that have issued in the amount of IDR25.0 per share. As disclosed in the Purchaser's Rights Issue Announcement, the Purchaser plans to use the proceeds from the Rights Issue, after deducting issuance costs, to fund the Purchaser's planned vessel expansion. Taking into the account the amount of proceeds that the Purchaser is expected to raise from the Rights Issue, which is estimated to range from approximately IDR1.6 trillion to IDR2.5 trillion (equivalent to approximately US$100 million to US$150 million) subject to the final determination following the Purchaser's EGM, and the Purchaser's strengthened capital structure, the Directors consider that the Purchaser will have the ability to settle the Consideration.

As of the Latest Practicable Date, the controlling shareholder and ultimate beneficial owner of the Purchaser is Mr. Suganto Gunawan through indirect ownership via PT Omudas Investment Holdco.

To the best of the Company's knowledge, information and belief, as of the Latest Practicable Date, the Purchaser and its respective ultimate beneficial owner is an Independent Third Party.

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Vessel was built in 2012 and has been in operation for nearly 10 years. The Vessel has primarily been used in the Company's offshore-engineering services segment for subsea pipeline laying, offshore transportation and installation of offshore structures projects. The Vessel was deployed to carry out the Company's offshore engineering projects, including but not limited to wind power installation project and offshore platform and pipeline installation projects.

In alignment with the Group's strategic transformation from a vessel-centric installation contractor into a profitable EPCI integrator, we have expanded our business model to offer full life cycle solutions to global clients, including engineering design, commissioning and decommissioning. The Group's core value has shifted towards marketing positing, project management and resource integration through joint ventures. The Company has focused on enhancing its market positioning, project management capabilities, and integration of high quality domestic and international resources. The

  • 14 -

LETTER FROM THE BOARD

shift in operational strategy has also led to a gradual reduction in reliance on the Vessel. For example, in 2024, the offshore-engineering services segment executed over 10 projects, with the Vessel participating in 2 only. Going forward, the Company will source vessel resources externally to support project execution. To ensure stable and reliable support of vessels, the Group has strengthened strategic partnerships with both domestic and international vessel owners, ensuring reliable access to vessel resources for future projects. The Disposal enhances this strategic shift and enables us to further strengthen our financial focus on high-value EPCI services with less operational dependence on the Vessel.

The Vessel was solely operated and utilized by the offshore-engineering segment of the Group. In light of the ongoing strategic transformation and the increasing availability of alternative external vessel resources, there is a gradual reduction in reliance on the Vessel and the Board believes that the Disposal will not have a material impact on the business of the offshore-engineering segment, which will continue to focus on delivering EPCI services to its clients.

The Company currently has no intention or plan to downsize, cease or dispose its existing businesses. The Company is repositioning its business toward integrated EPCI contracting services. Under this framework, EPC projects, which focus mainly on onshore construction, can be executed without vessel resources. In contrast, EPCI projects that involve offshore installation require vessel support. The Disposal primarily affects the latter category, as the cost structure for offshore EPCI projects will shift from fixed costs, such as depreciation, crewing and maintenance associated with a self-owned vessel, to variable costs primarily in the form of charter hire payments for externally sourced vessels. In short term, chartering may result in higher project costs compared with deploying a self-owned vessel. However, this approach eliminates the ongoing fixed overheads of vessel ownership, provides greater flexibility in aligning resources with project demand, and reduces the risk of underutilization during industry down-cycles. As such, while the Disposal may marginally increase costs for certain projects, it is not expected to have a material adverse effect on the Company's competitiveness or profitability, and may in fact enhance its financial resilience and operational flexibility.

The Disposal is expected to generate immediate cash inflow, which will enhance the Company's financial flexibility and support its future strategic development. Upon Completion, the proceeds will be utilized to reduce outstanding debt, improve liquidity and strengthen the Company's ability to execute its new strategic initiatives. In addition, the Disposal will alleviate the substantial costs associated with maintaining the Vessel, including but not limited to insurance, docking, and upkeep expenses. By mitigating these operational burdens, the Company will benefit from increased efficiency and greater agility in project execution.

  • 15 -

LETTER FROM THE BOARD

FINANCIAL IMPACT OF THE DISPOSAL

As at 31 May 2025, the net book value of the Vessel was approximately US$150.2 million. As a result of the Disposal, it is estimated that the Group will realise a loss on disposal of asset of approximately RMB329.3 million (equivalent to approximately US$46.3 million). The actual disposal loss which the Group would realise upon Completion will depend on the net book value of the Vessel as at date of delivery in accordance with the Group's impairment and depreciation policy for its vessels as shown in the Company's annual report and the actual costs of Disposal incurred as at the date of delivery in accordance with the MOA, and is also subject to audit to be conducted by the auditors of the Company upon finalization of the consolidated financial statements for the financial year in which the Disposal takes place.

USE OF PROCEEDS

The net cash proceeds from the Disposal after deducting relevant expenses are estimated to be approximately US$74 million, of which

(i) not less than 45.0% of the net cash proceeds, or US$33.3 million, will be used towards reducing the liabilities owed under the Company's 9.75% senior secured notes due on 18 November 2024 (Reg S: ISIN Number: XS2344083139; Common Code: 234408313; Rule 144A: ISIN Number: XS2344082917; Common Code: 234408291; IAI: ISIN Number: XS2344083303; Common Code: 234408330) by 31 December 2026; and

(ii) approximately 55.0% of the net cash proceeds, or US$40.7 million will be used for general working capital of the Group including:

(a) approximately 40.5%, or US$30 million, will be used to settle outstanding payments to suppliers of the offshore engineering services segment by 31 December 2026; and

(b) approximately 14.5%, or US$10.7 million, will be used for the payment of guarantee deposits for upcoming EPCI projects, expected to be fully-utilized by 31 December 2026.

Taking into consideration of the Group's outstanding liabilities under the senior notes and the need to maintain a stable level of cash and cash equivalent to support ongoing business operations, the Board considers that intended use of proceeds to be appropriate and necessary.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio in respect of the Disposal exceeds 75%, the Disposal constitutes a very substantial disposal for the Company pursuant to Rule 14.06(4) of the Listing Rules and is therefore subject to reporting, announcement, circular and Shareholders' approval requirements under Chapter 14 of the Listing Rules.


LETTER FROM THE BOARD

THE EGM

The EGM will be convened and held to consider and, if thought fit, approve the MOA and the transactions contemplated thereunder.

A notice convening the EGM to be held at Conference Room, 6th Floor, Hilong Group of Companies Ltd., No.1825 Luodong Road, Baoshan Industrial Zone, Shanghai, China on Thursday, 16 October, 2025 at 10:00 a.m. is set out on pages EGM-1 to EGM-2 of this circular. An ordinary resolution will be proposed at the EGM for the purpose of considering and, if thought fit, approving the MOA and the transactions contemplated thereunder. The voting on the ordinary resolution to be proposed at the EGM will be taken by way of poll and an announcement will be made by the Company after the EGM on the result of the EGM with respect to whether or not the proposed ordinary resolution has been passed by the Shareholders.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to read the notice of EGM and to complete the form of proxy enclosed in this circular in accordance with the instructions printed thereon and return the same to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM (i.e. not later than 10:00 a.m. on Tuesday, 14 October 2025 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 13 October 2025 to Thursday, 16 October 2025, both days inclusive, during which period no transfer of Shares will be registered. Shareholders whose names appear on the register of members of the Company on Thursday, 16 October 2025, the record date, are entitled to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration no later than 4:30 p.m., on Friday, 10 October 2025.

RECOMMENDATION

The Board considers that the terms of the MOA and the transaction contemplated thereunder are fair and reasonable and in the interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the MOA and the transactions contemplated thereunder.

  • 17 -

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully,
For and on behalf of the Board
Hilong Holding Limited
ZHANG Jun
Chairman

  • 18 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP

Details of the financial information of the Group for each of the three financial years ended 31 December 2022, 2023 and 2024 are disclosed in the following documents which have been published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hilonggroup.com) and can be accessed at the website addresses below:

The annual report of the Company for the financial year ended 31 December 2022, please see:

https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0425/2023042502861.pdf (pages 71 to 159)

The annual report of the Company for the financial year ended 31 December 2023, please see:

https://www1.hkexnews.hk/listedco/listconews/sehk/2024/1128/2024112801289.pdf (pages 73 to 203)

The annual report of the Company for the financial year ended 31 December 2024, please see:

https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0429/2025042901574.pdf (pages 71 to 193)

  • I-1 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

2. INDEBTEDNESS STATEMENT

Debts and borrowings

As of 31 July 2025, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had the following indebtedness.

As of 31 July 2025 (unaudited) RMB'000
Current
Bank borrowings – secured 138,789
Bank borrowings – unsecured 63,807
Other borrowing – secured 1,545
2024 Notes – secured 2,248,815
2,452,956
Interest payable 263,686
Total 2,716,642

Lease Liabilities

As at 31 July 2025, for the purpose of this statement of indebtedness, the Group, as a lessee, had outstanding unpaid contractual lease liabilities of approximately RMB19.7 million.

Save as disclosed above or as otherwise mentioned herein, and apart from intragroup liabilities and normal accounts payables in the ordinary course of business as of 31 July 2025, the Group did not have any debt securities issued and outstanding, and authorized or otherwise created but unissued, and term loans, distinguishing between guaranteed, unguaranteed, secured (whether the security is provided by the issuer or by third parties) and unsecured, and other borrowings or indebtedness in the nature of borrowing of the Group including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits debentures, mortgages, charges, finance leases, hire purchase commitments, guarantees or other material contingent liabilities.

  • I-2 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

3. WORKING CAPITAL STATEMENT

At 31 July 2025, the current liabilities included borrowings of RMB2,716.6 million, of which the Group failed to repay the US$314.5 million 9.75% senior secured notes (equivalent to approximately RMB2,248.8 million) (the "2024 Notes") and interest payables (including defaulted interest calculated up to 31 July 2025) of RMB263.7 million on due date on 18 November 2024. The current liabilities also included bank and other borrowings of RMB204.1 million and lease liabilities of RMB7.8 million. In relation to the non-payment of the 2024 Notes issued by the Company, a winding-up petition (the "Petition") dated 27 May 2025 was filed by The Bank of New York Mellon, London Branch (the "Petitioner") against the Company at the High Court of the Hong Kong Special Administrative Region (the "High Court").

The Directors have reviewed the Group's cash flow projections which cover a period of not less than twelve months from the date of this circular. After taking into account the existing banking facilities, the existing cash and bank balances and the internal resources, the Directors are of the opinion that the Group will not have sufficient working capital for its present requirements principally to support the liquidity or operations in the coming twelve months from the date of this circular unless upon successful implementation of the following measures which will reduce the cash outflows and generate adequate cash inflows for the Group.

(i) The Group has been proactively working with its legal and financial advisors to communicate with the holders of the 2024 Notes (the "Noteholders"), seeking their support for the proposed restructuring plan to extend the maturity date of the 2024 Notes.

(a) The Group remains committed to advancing the proposed restructuring at the earliest opportunity, with the aim of establishing a sustainable long-term capital structure and addressing its liquidity challenges;

(b) Despite the filing of the Petition, the Company continues to engage in dialogue with certain Noteholders (the "Ad Hoc Group") and its advisers. The Company also remains in close communications with other Noteholders outside of the Ad Hoc Group in relation to the proposed restructuring; and

(c) At the hearing of the High Court on 11 August 2025, the High Court ordered that the hearing of the Petition be adjourned to 27 October 2025.

(ii) The Group has been actively exploring new sources of financing to settle the Group's existing financial obligations and to support its future operating and capital expenditures. To explore new sources of financing, the Company has engaged in loan financing negotiations with five domestic and international banks and successfully completed the rollover of an existing bank loan in the second quarter of 2025, extending its maturity by one year. The Group assumed the banking facility that can be arranged to drawdown to align with the funding needs during the working capital forecast period.


APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

(iii) The Group has been implementing measures to expedite collection of trade and other receivables, including, among others:

(a) Dedicated teams have been assigned to manage recovery efforts from top 10 customers, ensuring targeted and strategic engagement;

(b) The Group has identified long-outstanding receivables and intends to take legal actions, including but not limited to issuing initial demand letters to customers, with further action pending based on response and feasibility; and

(c) The Group has implemented tighter internal controls on credit terms granted to customers, including revised approval thresholds and periodic credit reviews.

(iv) The Group has undertaken a series of targeted initiatives aimed at reducing operating costs and strengthening cash flow management, including, among others:

(a) The Group conducted a comprehensive review and renegotiations of supplier agreements to secure more favorable pricing structures and extended payment terms; and

(b) The Group implemented policies to restrict non-essential travel, entertainment, and professional services.

(v) The Group can proceed to complete the Disposal of the Vessel, and assumed that the sales proceeds of US$74 million receivable in cash will be received by the Group, of which the net cash proceeds (after deducting transaction costs and professional expenses) of US$33.3 million will be used for reducing the liabilities owed under the 2024 Notes, and approximately US$40.7 million will be used for general working capital of the Group.

Notwithstanding the above, significant uncertainties exist as to whether the Group can achieve the plans and measures described above. The sufficiency of the Group's working capital to satisfy its present requirements for at least the next twelve months from the date of this circular is highly dependent on the successful extension of the maturity date of the 2024 Notes with the Noteholders and the strike-out or dismissal of the Petition, the Group's ability to generate adequate cash flows through continuous drawdown of the financing from the banking facilities, collection of trade and other receivables, and the completion of the Disposal and receipt of the cash proceeds in the next twelve months from the date of this circular. The Company has obtained the relevant confirmation from its auditor as required under Rule 14.66(12) of the Listing Rules.

  • I-4 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

4. EFFECTS OF THE DISPOSAL ON THE EARNINGS AND ASSETS AND LIABILITIES OF THE GROUP

As at 31 May 2025, the net book value of the Vessel was approximately US$150.2 million. As a result of the Disposal, it is estimated that the Group will realise a loss on disposal of asset of approximately US$50 million. The actual disposal loss which the Group would realise upon Completion will depend on the net book value of the Vessel as at date of delivery in accordance with the Group's impairment and depreciation policy for its vessels as shown in the Company's annual report and the actual costs of Disposal incurred as at the date of delivery in accordance with the MOA, and is also subject to audit to be conducted by the auditors of the Company upon finalization of the consolidated financial statements for the financial year in which the Disposal takes place.

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

Despite the unfavorable factors of trade protectionism and tariff war, the overall economic recovery is expected to drive the growth of oil consumption. Due to industry fluctuations and cyclical characteristics, the international oil price may fluctuate slightly in the middle range. Benefiting from the breakthrough of upstream exploration and development and the expansion of downstream refining and chemical capacity, the Company expected to obtain more orders from owners of oil companies in overseas countries and are optimistic about the medium and long-term business development in the Middle East, Southeast Asia and South America, which will bring great opportunities in the market and the promising future prospects of the Company's projects.

The Company will continue to strengthen its drill pipe-related services by advancing high-end, value-added products tailored to international markets, especially in the Middle East, U.S., and Canada. It has secured significant new orders and strengthened its position as a key drilling tool supplier to several leading high-end customers. This strategy is already delivering results, with signed orders customers such as Helmerich & Payne and ADNOC Drilling providing a solid foundation and high visibility for revenue in the current fiscal year. By enhancing its automation, digitalization, and R&D in production lines and promoting innovative products like super high-strength drill pipes, eco-friendly designs, and intelligent features, the Company will pursue opportunities to deliver premium drill pipe solutions that meet diverse customer needs and elevate its global reputation. The pre-qualification approval from PTT Exploration and Production Public Company Limited in Thailand opens the door to potential new orders in 2025 and beyond, which will contribute to new business opportunities. Cooperations with market leaders will also facilitate the acquisition of high-end clients and global projects, reinforcing a sustainable competitive advantage.

The Company will drive innovation in oilfield services through digital transformation, light asset strategies, and technical excellence. It aims to expand in markets like Nigeria, Ecuador, Brazil, and Kuwait, offering diversified services such as turnkey drilling, nanofluids, and environmental protection. The successful execution of contracts with existing customers remains the most immediate source of revenue and profit. The Company achieved new milestones in its turnkey operations, securing key

  • I-5 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

contracts across multiple regions and demonstrating improved operational efficiency and project execution capabilities. Looking ahead, the Company will continue to enhance its rig utilization, develop RSS directional drilling, and develop managed pressure drilling technology domestically and abroad, and pursue contracts in new markets such as Ghana and Congo-Brazzaville, unlocking additional growth potential.

The Company is strategically shifting its offshore-engineering services from vessel-centric operations to light-asset, technology-driven services, enhancing profitability and operational flexibility. With reduced reliance on the Vessel, the Company is strengthening partnerships to externally source vessel resources. The Group will continue focusing on high-value EPCI services, leveraging its integrated capabilities and global market positioning. In recent years, the Company has secured an increasing number of projects, notably EPCI contracts signed directly with major international oil companies. It has successfully expanded into key markets and client bases across Africa, the Middle East and Southeast Asia, establishing a strong foundation for sustained future growth.

The Company is accelerating its transformation into a high-tech, light-asset enterprise with a focus on integrated, high-value services, leveraging innovation, digitalization, and global market expansion. By enhancing operational efficiency, diversifying offerings, and deepening its presence in key regions, it aims to strengthen competitiveness and drive sustainable, profitable growth.

6. MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

Set out below is the management discussion and analysis of the Group after Completion for the financial years ended 31 December 2022, 2023 and 2024. The financial data in respect of the Group after Completion, for the purpose of this circular, is derived from the consolidated financial statements of the Company for the financial years ended 31 December 2022, 2023 and 2024.

Revenue

Revenue increased by RMB1,178.6 million, or 38.4%, from RMB3,072.9 million in 2022 to RMB4,251.5 million in 2023. Such increase was mainly due to the increase in revenue from the oilfield equipment manufacturing and services and offshore engineering services segment. Revenue increased by RMB416.8 million, or 9.8%, from RMB4,251.5 million in 2023 to RMB4,668.3 million in 2024. Such increase was mainly due to the increase in revenue from the oilfield services and offshore engineering services segment.

Cost of Sales and provision of services

Cost of sales and provision of services increased by RMB948.3 million, or 39.7%, from RMB2,387.8 million in 2022 to RMB3,336.1 million in 2023. Cost of sales and provision of services increased by RMB210.5 million, or 6.3%, from RMB3,336.1 million in 2023 to RMB3,546.6 million in 2024.


APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Gross Profit and Gross Profit Margin

Gross profit increased by RMB230.4 million, or 33.6%, from RMB685.1 million in 2022 to RMB915.5 million in 2023. Gross profit increased by RMB206.3 million, or 22.5%, from RMB915.5 million in 2023 to RMB1,121.8 million in 2024. Gross profit margin was 21.5% in 2023, decreased by 0.8% from that in 2022. Gross profit margin was 24.0% in 2024, increased by 2.5% from that in 2023.

Other Gains/(Losses) – Net

The Group recognized net gain of RMB225.8 million in 2022 and RMB62.2 million in 2023, and net loss of RMB68.1 million in 2024. The net gain recognized in 2022 reflected the exchange gain of RMB217.4 million from the operating activities as a combined result of the appreciation of the Ruble and USD. The net gain recognized in 2023 reflected the exchange gain of RMB54.3 million from the operating activities as a combined result of the appreciation of the USD. The net loss recognized in 2024 primarily reflected the exchange loss of RMB40.9 million from the operating activities as a result of the depreciation of the Nigerian Naira.

Finance Costs – Net

Finance costs – net decreased by RMB322.1 million, or 67.1%, from RMB479.8 million in 2022 to RMB157.7 million in 2023. Such decrease primarily reflected the decrease in net foreign exchange loss of RMB44.9 million from the financing activities resulting from the appreciation of USD, compared to the exchange loss of RMB215.9 million from the financing activities resulting from the appreciation of USD, and was partly offset by the gains on repurchasing the 2024 Notes from RMB70.5 million in 2022 to RMB154.8 million in 2023.

Finance costs – net increased by RMB98.2 million, or 62.3%, from RMB157.7 million in 2023 to RMB255.9 million in 2024. Such increase is primarily due to decrease in gains on repurchasing the Notes (zero in 2024 compared to RMB154.8 million gains on repurchasing the 2024 Notes in 2023), and was partly offset by the decrease of RMB23.2 million interest expenses due to decline of the balance of borrowings and the decrease in net foreign exchange loss of RMB18.2 million from the financing activities resulting from the appreciation of USD.

Profit before Income Tax

The Group recognized profit before income tax of RMB276.8 million and RMB115.9 million in 2023 and 2024, respectively. The Group recognized loss before income tax of RMB13.8 million in 2022.

  • I-7 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Liquidity and Financial Resources

The following table sets forth a summary of the cash flows for the years indicated:

For the financial year ended 31 December
2024 2023 2022
RMB'000 RMB'000 RMB'000
Net cash generated from operating activities 421,561 219,719 412,235
Net cash generated from (used in) investing activities (193,635) 286,355 (138,992)
Net cash used in financing activities (378,263) (495,466) (136,996)
Net increase/(decrease) in cash and cash equivalents (150,337) 10,608 136,247
Cash and cash equivalents at end of the year 721,631 840,384 780,483

The borrowings of the Group was as follows:

As at 31 December
2024 2023 2022
RMB'000 RMB'000 RMB'000
Non-current
Bank borrowings 429 125,504 139,528
2024 Notes - - 2,496,567
Less: Current portion of non-current borrowings (429) (6,068) (42,832)
- 119,436 2,593,263
Current
Bank borrowings 409,368 485,648 631,090
Other borrowings 15,585 18,427 27,808
2024 Notes 2,261,082 2,234,333 -
Current portion of non-current borrowings 429 6,068 42,832
2,686,464 2,744,476 701,730
Total borrowings 2,686,464 2,863,912 3,294,993

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Gearing Ratios

The gearing ratios as at 31 December 2022, 31 December 2023 and 31 December 2024 are as follows:

As at 31 December
2024 2023 2022
RMB'000 RMB'000 RMB'000
Total borrowings 2,686,464 2,863,912 3,294,993
Add: Lease liabilities 27,326 29,801 19,144
Less: Cash and cash equivalents (721,631) (840,384) (780,483)
Restricted cash (44,705) (93,010) (95,755)
Net debt 1,947,454 1,960,319 2,437,899
Total equity 3,259,124 3,329,005 3,317,902
Total capital 5,206,578 5,289,324 5,755,801
Gearing ratio 37.40% 37.06% 42.36%

Capital Expenditures

Capital expenditures were RMB360.7 million, RMB360.7 million and RMB358.6 million in 2022, 2023 and 2024, respectively. The increase in capital expenditures was mainly due to the recovery of overseas business in the oilfield services segment.

Foreign exchange

The Group mainly operates in the PRC and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD. Foreign exchange risk arises from recognized assets and liabilities in foreign operations. The conversion of RMB into foreign currencies, including the USD, has been based on rates set by the People's Bank of China. On 21 July 2005, the PRC government changed its decade-old policy of pegging the value of RMB to the USD. Under this policy, RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an approximately 11.3% appreciation of RMB against the USD from 21 July 2005 to 31 December 2024. There remains significant pressure on the PRC government to adopt a more flexible currency policy, which could result in a more fluctuated exchange rate of the RMB against USD. The Group may consider entering into currency hedging transactions to further manage its exposure to fluctuations in exchange rates, or nature hedging by actively matching the currency structure of monetary assets and liabilities. However, the effectiveness of such transactions may be limited. The revenue denominated in USD represented 44.6%, 44.2% and 52.8% of the total revenue of the Group in 2024, 2023 and 2022, respectively.


APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Staff and Remuneration Policy

As at 31 December 2022, 2023 and 2024, the total number of full-time employees employed by the Group was 3,245, 2,370 and 2,453, respectively. Employee costs including the Directors' remuneration for the years ended 31 December 2024, 2023 and 2022 totaled RMB902.8 million, RMB773.2 million and RMB678.1 million, respectively. Employees are encouraged to take training courses or seminars from time to time to enhance their knowledge and skills. The Group offers employees remuneration packages mainly on the basis of individual performance and experience and also pays regard to industrial practice, which include basic wages, performance related bonuses and the social security and benefits. According to the relevant regulations, the premiums and welfare benefit contributions that should be borne by the Group are calculated based on the relevant statutory percentages of the total salary of employees, subject to a certain ceiling, and are paid to the labour and social welfare authorities.

Material acquisitions, disposals and significant investment

(a) The Group did not have any material acquisitions and/or disposals of subsidiaries and affiliated companies, nor any significant investment held by the Company for the year ended 31 December 2022.

(b) On 31 March 2023 (after trading hours), Hilong Group of Companies Ltd. (海隆石油工業集團有限公司) ("Hilong Group of Companies"), an indirect wholly-owned subsidiary of the Company, and Shanghai Hilong Shine New Material Co., Ltd. (上海海隆賽能新材料有限公司) ("Hilong Shine New Material"), a connected person of the Company, entered into an equity transfer agreement (the "Equity Transfer Agreement"), pursuant to which Hilong Group of Companies agreed to sell, and Hilong Shine New Material agreed to acquire, certain of the Group's businesses comprising multi-functional coating materials and coating services, inspection services and maintenance services for various pipes utilised in oil and gas drilling and transmission processes in the PRC as well as overseas markets which will be effected by sale of the sale interests (the "Sale Interests") (representing 100% of the equity interest in Hilong Pipeline Engineering Technology Service Co., Ltd.* (海隆管道工程技術服務有限公司), an indirect wholly-owned subsidiary of the Company (the "Target Company", together with its subsidiaries, the "Target Group") at the consideration of RMB700 million, subject to the terms and conditions of the Equity Transfer Agreement (the "Hilong Pipeline Disposal"). The Hilong Pipeline Disposal by Hilong Group of Companies and the transactions contemplated under the Equity Transfer Agreement constituted a very substantial disposal and connected transaction for the Company. For details of the Hilong Pipeline Disposal, please refer to the announcement and circular of the Company in relation to the very substantial disposal and connected transaction of the Company dated 31 March 2023. As of 31 December 2023, the Hilong Pipeline Disposal was completed and each member of the Target Group ceased to be a subsidiary of the Company. For the loss on deconsolidation of subsidiaries in the Hilong Pipeline Disposal from discontinued operation, please refer to note 33 to the consolidated financial statements for the year ended 31 December 2023.

  • I-10 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

On 3 April 2023, Hilong Group of Companies Ltd. (海隆石油工業集團有限公司) (the "Seller"), Shanghai Jintang Industry Co., Ltd. (上海金鐘實業有限公司) ("Shanghai Jintang") and Shanghai Hilong Special Steel Pipe Co., Ltd.* (上海海隆特種鋼管有限公司) ("Shanghai Hilong Special Steel Pipe") entered into an equity transfer agreement, pursuant to which the Seller has agreed to dispose of, and Shanghai Jintang has agreed to acquire, the 30% equity interest held by the Seller in Shanghai Hilong Special Steel Pipe for a total consideration of RMB57,980,000 ("Shanghai Hilong Special Steel Pipe Disposal"). Shanghai Hilong Special Steel Pipe Disposal, when aggregated with the previous disposal of the 70% equity interest in Shanghai Hilong Special Steel Pipe ("Previous Shanghai Hilong Special Steel Pipe Disposal"), pursuant to Rule 14.22 of the Listing Rules, would remain as a major transaction under the Listing Rules based on the results of the applicable percentage ratios. Since the Company has complied with the Listing Rules in respect of the requirements for a major transaction in the Previous Shanghai Hilong Special Steel Pipe Disposal, the Shanghai Hilong Special Steel Pipe Disposal is considered on a standalone basis and therefore constitutes a discloseable transaction for the Company, and is subject to the reporting and announcement requirements but exempt from the circular and shareholders' approval requirements under Chapter 14 of the Listing Rules. For details of the Shanghai Hilong Special Steel Pipe Disposal, please refer to the announcement of the Company in relation to the discloseable transaction of the Company dated 3 April 2023. As of 31 December 2023, the Shanghai Hilong Special Steel Pipe Disposal was completed.

Save for the Hilong Pipeline Disposal and Shanghai Hilong Special Steel Pipe Disposal disclosed above, the Group did not have any material acquisitions and/or disposals of subsidiaries and affiliated companies, nor any significant investment held by the Company for the year ended 31 December 2023.

(c) The Group did not have any material acquisitions and/or disposals of subsidiaries and affiliated companies, nor any significant investment held by the Company for the year ended 31 December 2024.

  • I-11 -

APPENDIX II

VALUATION REPORT OF THE VESSEL

VALUATION REPORT ON HAI LONG 106 PIPE-LAYING CRANE VESSEL HELD BY HILONG SHIPPING HOLDING LIMITED INVOLVED IN THE PROPOSED DISPOSAL OF ITS PARTIAL ASSET

Dong Zhou Zi Bao Zi [2025] No.1655

Volume 1 of 1

img-0.jpeg

Shanghai Orient Appraisal Co., Ltd.

17 July 2025


APPENDIX II

VALUATION REPORT OF THE VESSEL

Disclaimer

We adhere to the principles of independence, objectivity, and fairness in the preparation of this valuation. Based on the information we collected during our practice, the content stated in this valuation report are objective, and we assume corresponding responsibility for the reasonableness of the valuation conclusions.

We have no existing or prospective interest in the principal or property right holder referenced in the valuation report; nor do we have any existing or prospective interest in any relevant parties. We affirm that no bias exists towards any of these parties.

This valuation report is solely for the designated purpose of use. The views herein do not constitute advice, recommendations, or compensation to any third party (including but not limited to shareholders of the target company). Our conclusions are based exclusively on financial analysis, without considering other factors such as commercial, legal, tax, or regulatory environments. This report does not provide any opinion on the equity of the target company following either a successful or failed acquisition.

The list of assets involved in this valuation has been declared and verified by the principal and property right holder, with signatures and seals. The valuer's responsibility is to analyze, estimate, and issue professional opinions on the value of the subject of valuation for the specific purpose as of the valuation benchmark date. The principal's and relevant parties' responsibilities are to provide necessary materials, ensure the authenticity, legality, and completeness of such materials, and use the valuation report appropriately. It is beyond the valuer's scope of practice to confirm or express an opinion on the legal title of the subject of valuation. This report neither verifies nor warrants the legal title of the subject of valuation.

This report does not constitute any guarantee of the accuracy, completeness or appropriateness of the publicly available information reference in this report.

In preparing this valuation report, we did not take into account any specific investor's investment objectives, financial position, tax status, risk preferences, individual circumstances and synergies etc.

This valuation report does not constitute an asset appraisal report as defined in the Asset Appraisal Law of the People's Republic of China.

The analyses, judgments, and conclusions presented in this valuation report are subject to the constraints of the assumptions and limiting conditions stated herein. Users of this valuation report should give full consideration to the assumptions, limiting conditions, description of special matters contained herein, and their impact on the valuation conclusions.

  • II-2 -

APPENDIX II

VALUATION REPORT OF THE VESSEL

Valuation Report (Contents)

Project Name HAI LONG 106 Pipe-Laying Crane Vessel Held by Hilong Shipping Holding Limited Involved in the Proposed Disposal of Its Partial Asset

Report No. Dong Zhou Zi Bao Zi [2025] No.1655

CONTENTS II-3

SUMMARY II-4

MAIN TEXT II-6

I. PRINCIPAL AND SUBJECT OF VALUATION II-6

(I) Profile of Principal II-6
(II) Profile of Subject of Valuation II-6

II. PURPOSE OF VALUATION II-7
III. APPRAISAL SUBJECT AND SCOPE OF VALUATION II-7
IV. TYPE AND DEFINITION OF VALUE II-7
V. VALUATION BENCHMARK DATE II-7
VI. VALUATION APPROACHES II-8

(I) Introduction to Cost Approach II-9

VII. VALUATION ASSUMPTIONS II-17

(I) Basic Assumptions: II-17
(II) General Assumptions: II-18

VIII. VALUATION CONCLUSION AND ANALYSIS II-18
IX. DESCRIPTION OF SPECIAL MATTERS II-19
X. RESTRICTIONS ON THE USE OF THE VALUATION REPORT II-20

(I) Scope of Use of the Valuation Report II-20
(II) Right to Interpret the Valuation Report II-20

XI. DATE OF THE VALUATION REPORT II-21

REPORT ANNEXES II-23


APPENDIX II

VALUATION REPORT OF THE VESSEL

VALUATION REPORT ON HAI LONG 106 PIPE-LAYING CRANE VESSEL HELD BY HILONG SHIPPING HOLDING LIMITED INVOLVED IN THE PROPOSED DISPOSAL OF ITS PARTIAL ASSET

Dong Zhou Zi Bao Zi [2025] No.1655

(Summary)

Engaged by the principal, Shanghai Orient Appraisal Co., Ltd. conducted an analysis and estimation on the HAI LONG 106 pipe-laying crane vessel held by Hilong Shipping Holding Limited in compliance with relevant national laws and recognized valuation approaches, adhering to the principles of independence, objectivity and impartiality. A summary of the valuation report is as follows:

Principal: Hilong Shipping Holding Limited

Property right holder: Hilong Shipping Holding Limited

Valuation purpose: Hilong Shipping Holding Limited proposes to dispose of its HAI LONG 106 pipe-laying crane vessel. It is necessary to assess the market value of the HAI LONG 106 pipe-laying crane vessel for reference in decision-making.

Appraisal subject: The value of partial assets held by Hilong Shipping Holding Limited.

Scope of valuation: HAI LONG 106 pipe-laying crane vessel

Type of value: Market value

Valuation benchmark date: 31 May 2025

Valuation approach: The cost approach is adopted and the conclusion of this valuation report is based on the valuation results using the cost approach.

Valuation conclusion: The value of the HAI LONG 106 pipe-laying crane vessel held by Hilong Shipping Holding Limited was valued at US$101,458,755.15, being UNITED STATES DOLLARS ONE HUNDRED AND ONE MILLION, FOUR HUNDRED AND FIFTY-EIGHT THOUSAND, SEVEN HUNDRED AND FIFTY-FIVE AND FIFTEEN CENTS.

This report is solely for the agreed valuation purpose and for the exclusive use of the principal. For details, please refer to the main text of the report.

This report is not a statutory asset valuation report and is provided solely for the principal's reference in commercial negotiation and making decisions. It shall not serve as a basis for pricing in property transactions.

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VALUATION REPORT OF THE VESSEL

Special matters:

  1. The subject vessel has recently been operating in the Southeast Asian waters. Due to the constraints imposed by the vessel itinerary, we have adopted remote work procedures for this valuation. Through modern communication methods (including video calls, telephone, email, voice recordings, and photographs), we obtained the financial information of the property right holder and other valuation-related information, and conducted remote communication with relevant personnel of the property right holder as alternative measures for verification.

Important notice: This report is to be used solely for the valuation purpose expressly stipulated herein. The above contents are extracted from the main text of the valuation report. To understand the details of this valuation project and properly understand the valuation conclusions, you should read the main text of this valuation report.

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APPENDIX II

VALUATION REPORT OF THE VESSEL

VALUATION REPORT ON HAI LONG 106 PIPE-LAYING CRANE VESSEL HELD BY HILONG SHIPPING HOLDING LIMITED INVOLVED IN THE PROPOSED DISPOSAL OF ITS PARTIAL ASSET

(Main text)

To Hilong Shipping Holding Limited

We, Shanghai Orient Appraisal Co., Ltd., were engaged by Hilong Shipping Holding Limited (the "Company") to conduct valuation and estimation of the market value of HAI LONG 106 pipe-laying crane vessel held by the Company as at 31 May 2025, to provide reference for the market value of HAI LONG 106 pipe-laying crane vessel involved in the proposed disposal of partial asset of the Company. The valuation results are summarized in this report:

I. PRINCIPAL AND SUBJECT OF VALUATION

(I) Profile of Principal

Company name: Hilong Shipping Holding Limited

(II) Profile of Subject of Valuation

Name of vessel: HAI LONG 106

Type of vessel: Pipe-laying crane vessel

Owner of vessel: Hilong Shipping Holding Limited

Port of registration: Hong Kong

Specifications: Hull: overall length 169 m, molded breadth 46 m and molded depth 13.5 m; DWT = 33,843.00 tonnes; Main generator set 3,125 kW, with helicopter deck

Hull material: ABS-A shipbuilding steel plate

Shipbuilder: Shanghai Zhenhua Heavy Industries Co., Ltd. (ZPMC)

Date of commencement of construction: September 2009


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VALUATION REPORT OF THE VESSEL

Date of completion: February 2012

Commissioning date: March 2015

Major equipment of the vessel: (1) engine room equipment; (2) electrical equipment; (3) logistics, living, and galley equipment; (4) pipe laying equipment; (5) outfitting equipment; (6) navigation and communication equipment; (7) firefighting and lifesaving equipment; (8) other living quarters equipment

II. PURPOSE OF VALUATION

Hilong Shipping Holding Limited proposes to dispose of its HAI LONG 106 pipe-laying crane vessel. It is necessary to assess the market value of the HAI LONG 106 pipe-laying crane vessel for reference in decision-making.

III. APPRAISAL SUBJECT AND SCOPE OF VALUATION

The appraisal subject is value of certain assets held by Hilong Shipping Holding Limited.

The scope of valuation is HAI LONG 106 pipe-laying crane vessel.

IV. TYPE AND DEFINITION OF VALUE

The type of value selected in this valuation is market value. Market value refers to the estimated value of the appraisal subject in an arm's-length transaction made in the ordinary course of business on the valuation benchmark date between a willing buyer and a willing seller who has each acted rationally and without compulsion.

V. VALUATION BENCHMARK DATE

The valuation benchmark date is 31 May 2025, which is determined by the principal after considering factors such as the accounting period.


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VALUATION REPORT OF THE VESSEL

VI. VALUATION APPROACHES

The cost approach is an appraisal method that determines the market value of the appraised equipment asset in its current condition by calculating the full cost required to reconstruct or acquire a new, identical or substantially similar asset under current market circumstances as of the benchmark date, less all forms of depreciation (physical deterioration, functional depreciation and economic depreciation) accrued as of the benchmark date.

The market approach is an appraisal method that estimates the market value of the appraised equipment asset in its current condition by utilizing recent transaction prices of identical or similar equipment assets in currently active trading markets, through applying direct comparison or analogous analysis methods.

The income approach is an appraisal method for determining the market value of the appraised equipment asset in its current condition through the reasonable projection of its future income using an appropriate discount rate.

Civilian vessels are generally classified into transport vessels and engineering and special-purpose vessels. Transport vessels typically include passenger ships, cargo ships, container ships, and roll-on/roll-off ships. The asset of this valuation is a pipe-laying crane vessel, which falls under the category of engineering and special-purpose vessels. Compared to transport vessels, engineering and special-purpose vessels are typically highly specialized and custom-built. In recent years, there have been very few publicly available transactions involving vessels of similar type or specifications. Therefore, the market approach was not adopted in this valuation.

The purpose of this valuation is for the proposed disposal of HAI LONG 106 pipe-laying crane vessel by Hilong Shipping Holding Limited. The property right holder, Hilong Shipping Holding Limited and its subsidiaries have been deeply engaged in the offshore engineering sector for 10 years and are very familiar with both domestic and international offshore engineering markets enabling them to identify suitable niche markets and projects for HAI LONG 106, thereby improving the vessel's utilization rate and reducing idle time. Additionally, through its expertise and specialized knowledge, the Company's vessel management team further reduces daily operating costs of the vessel, thereby maximizing the vessel's value. This valuation is based on the assumption that HAI LONG 106 pipe-laying crane vessel is transacted in an open market. However, it is uncertain whether other market participants possess advantages and profitability comparable to those of the property right holder for this type of vessel in its specific niche market. Therefore, the income approach is not adopted for this valuation.

As the documentation of the enterprise's ship equipment assets is complete, and the availability of multiple sources for data and information regarding the vessel's construction cost as of the valuation benchmark date and from market consultations enables relatively accurate and reasonable calculation, this valuation adopts the cost approach.

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VALUATION REPORT OF THE VESSEL

(I) Introduction to Cost Approach

In consideration of the purpose of this valuation, the economic activity and the value type, the vessel equipment asset is appraised using the cost approach.

In summary, the cost approach is adopted for the valuation of the vessel equipment.

The formula is as follows:

Appraised value = full replacement cost × integrated residual ratio.

Full replacement cost

Full replacement cost of the vessel includes (1) material expense, (2) equipment expense, (3) labor expense, (4) production-specific expenses, (5) overhead expenses and (6) profit. Items (1) to (3) are direct costs.

1. Material expenses

Material expenses encompass steel expenses, welding material expenses, coating material expenses, cable expenses, ancillary material expenses, and other material expenses.

(1) Steel expenses are determined by the consumption of primary steel components constituting the hull (including hull plating, double-bottom steel, steel for duct keels, steel for compartment and deck-level partitioning structures, steel for main piping systems, steel for forecastle, steel for all ship ladders (including staircases, inclined ladders, vertical ladders, spiral staircases), steel for air conditioning supply and ventilation ducts at levels A to F of forecastle (excluding helicopter deck level G), steel for compartment/level walkways, steel for helicopter deck, steel for full-ship railing, steel for funnels and steel for doors in all compartments and deck levels, etc.), combined with market prices for each steel type as of the valuation benchmark date.

Of which,

① Steel for hull

Steel expense = G (actual steel consumption) × average unit price of steel

Actual steel consumption (G) = total steel weight (g)/steel utilization rate


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VALUATION REPORT OF THE VESSEL

Total steel weight (g) = K1 × (L×B×H); K1 = steel consumption coefficient; (L×B×H) = overall length × molded breadth × molded depth

L = hull overall length, B = molded breadth, H = molded depth

According to shipbuilding standards, the steel consumption coefficient for pipe-laying crane vessels with a deadweight of 20,000-50,000 tons refers to that of multi-purpose cargo ships, ranging from 0.120 to 0.128. For this valuation, K1 is taken as 0.128.

Due to discrepancies between the specifications of various vessel components and the dimensions of supplied steel plates, 100% utilization of steel is unattainable. The steel utilization rate must therefore be incorporated when determining actual steel consumption. Based on direct and indirect investigations conducted by the valuer at relevant shipyards and metal fabrication plants, the primary steel utilization rate ranges from 80% to 90%. For this valuation, the steel utilization rate is taken as 85%.

Steel expense = G (actual steel consumption) × average unit price of steel

Actual steel consumption (G) = $\frac{\text{total weight of steel (g)}}{\text{steel utilization rate}}$

$$
= \frac{\text{K1} \times (\text{L} \times \text{B} \times \text{H})}{\text{steel utilization rate} \times \text{average unit price of steel}}
$$

The subject vessel is a pipe-laying crane vessel, which operates in highly complex offshore environments and need to meet various marine construction requirements. According to ship design specifications, ABS-A and ABS-B grade shipbuilding steels are required. ABS-A or ABS-B ship steel is a premium material compliant with ABS standards, featuring high strength, high toughness and corrosion resistance. Its execution standard is ABS, with ABS-A and ABS-B exhibiting excellent mechanical and welding properties capable of withstanding complicated offshore conditions. ABS-A or ABS-B steel is a plate material compliant with the standards of the American Bureau of Shipping (ABS), which is typically used in the manufacturing of marine engineering structures such as hulls, platforms, and drilling equipment for its high strength, high toughness, and corrosion resistance, enabling it to meet complex marine environmental requirements.

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APPENDIX II

VALUATION REPORT OF THE VESSEL

② Double-bottom steel

Steel expense = G (actual steel consumption) × average unit price of steel

Actual steel consumption (G) = total area of materials for double-bottom steel (m²) × steel weight per square meter

③ Steel for duct keels

A duct keel is installed on each side of the ship bottom.

Steel expense = G (actual steel consumption) × average unit price of steel

Actual steel consumption (G) = total area of materials for duct keels (m²) × steel weight per square meter

④ Steel for compartment and deck-level partitioning structures, steel for all ship ladders (including staircases, inclined ladders, vertical ladders, spiral staircases), steel for compartment/level walkways, steel for full-ship railing, and steel for doors in all compartments and deck levels

Steel expense = G (actual steel consumption) × average unit price of steel

Actual steel consumption (G) is estimated based on design drawings.

⑤ Steel for main piping systems

Valuers determined specifications by reviewing ship drawings, conducting remote video surveys, communicating with key onboard personnel, and integrating shipbuilding standards with project experience.


APPENDIX II

VALUATION REPORT OF THE VESSEL

⑥ Steel for forecastle

Steel expense = G (actual steel consumption) × average unit price of steel

Actual steel consumption (G) = total steel usage area (m²)
across levels A to G of forecastle × steel weight per square meter

Total steel usage area across levels A to G of forecastle includes floor surface area and wall area (floor height).

⑦ Steel for air conditioning supply and return air ducts at levels A to F of forecastle (excluding helicopter deck level G)

Steel expense = G (actual steel consumption) × average unit price of steel

Actual steel consumption (G) is the sum of weight of steel for air conditioning supply and return air ducts at level A to F of forecastle (excluding helicopter deck level G)

⑧ Steel for helicopter deck

Steel expense = G (actual steel consumption) × average unit price of steel

Actual steel consumption (G) = area of helicopter deck (m²) × steel weight per square meter + weight of support brackets

⑨ Steel for funnels

Steel expense = G (actual steel consumption) × average unit price of steel

Actual steel consumption (G) = area of funnels (m²) × steel weight per square meter

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APPENDIX II

VALUATION REPORT OF THE VESSEL

(2) Welding material expense refers to the expense incurred in welding the steel required for ship construction. It is determined by the total consumption of primary steel constituting the hull, combined with the market price of welding materials as of the valuation benchmark date.

Welding materials include welding electrodes, welding wires, flux, brazing filler metal, etc., and constitute a significant component of the vessel's full replacement cost. The deposited metal volume of welding materials and procedural losses during welding operations are the primary factors determining welding material consumption. The selection of welding materials must correspond to the grade of steel used in the vessel. The estimation of total welding material used in the entire vessel is primarily determined by the total steel consumption of the vessel.

$$
\text{Welding material expenses} = \text{actual steel consumption} \times \text{average unit price of welding materials}
$$

(3) The coating materials expenses refer to coating the hull to provide certain corrosion resistance, which are determined by the hull's overall length, molded breadth, and molded depth, combined with the market price of coating materials as of the valuation benchmark date.

(4) The cable expenses are calculated based on the cable length estimated from the DWT (deadweight tonnage) and main generator set power of HAI LONG 106 pipe-laying crane vessel, combined with the market price of cables as of the valuation benchmark date.

(5) Auxiliary material expenses refer to materials that do not form part the vessel product but are consumed during vessel construction, such as carbon dioxide, oxygen, acetylene, high-pressure gas, high-pressure water, etc. These expenses are determined based on a certain proportion of the steel expenses.

(6) Other materials expenses refer to expenses for materials such as wood and non-ferrous metals, etc., determined based on a certain proportion of the sum of the steel expenses, welding materials expenses, painting materials expenses, cable expenses, and auxiliary materials expenses.

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APPENDIX II

VALUATION REPORT OF THE VESSEL

  1. Equipment expenses are estimated based on quotations to relevant manufacturers and experience

Equipment expenses include: (1) engine room equipment; (2) electrical equipment; (3) logistics, living, and galley equipment; (4) pipe laying equipment; (5) outfitting equipment; (6) navigation and communication equipment; (7) firefighting and lifesaving equipment; (8) other living quarters equipment

  1. Labor expenses are determined based on the number of man-hours spent on shipbuilding and the unit price per man-hour.

  2. Production-specific expenses refer to the expenses specifically incurred during ship production, which include design fees, ship inspection fees, insurance fees, jig and support fees, berth fees, launching fees, wharf fees, special tooling and mold fees, lifting and transportation fees, warranty fees, and technical service fees. Except for technical service fees, which are determined based on a certain percentage of equipment expenses, all other production-specific expenses are determined based on a certain percentage of direct costs.

  3. Overhead expenses include management fees and financial expenses. Management fees are determined based on the sum of material expenses, equipment expenses, labor expenses, and production-specific expenses, combined with the average management expense ratio of listed companies in the shipbuilding industry in 2024. Financial expenses are determined based on the sum of material expenses, equipment expenses, labor expenses, and production-specific expenses, combined with the construction period and the bank's loan interest rate for the same period.

Reasonable construction period: Construction commenced in September 2009 and was completed in February 2012. The construction period was 2 years and 6 months.

Bank's loan interest rate for the same period: Determined according to the "Announcement of the Loan Prime Rate (LPR) Authorized for Publication by the National Interbank Funding Center on 20 May 2025."

  1. Profit is determined based on the shipbuilding cost (material expenses, equipment expenses, labor expenses, production-specific expenses and overhead expenses) combined with the cost-to-profit ratio in the shipbuilding industry as referenced from enterprise performance evaluation.

APPENDIX II

VALUATION REPORT OF THE VESSEL

7. Determination of full replacement cost

Based on the above approach, the full replacement cost is determined as follows:

Item Full cost (RMB)
Material expenses: 574,145,375.00
Equipment expenses: 185,157,325.00
Labor expenses: 164,775,780.00
Production-specific expenses: 130,760,521.21
Overhead expenses: 95,594,784.48
Profit: 25,309,543.29
Total: 1,175,743,328.98
USD and RMB exchange rates as at 31 May 2025 7.1848
Equivalent USD 163,643,153.46

Integrated Residual Ratio

Considering the specific characteristics of the vessel, the residual ratio of vessel in this valuation is determined as a combination of the theoretical residual ratio and the technically technical residual ratio. The theoretical residual ratio is assigned a weight of 40%, and the technical residual ratio is assigned a weight of 60%.

$$
\text{Theoretical residual ratio} = \frac{\text{remaining useful life} + (\text{used life} + \text{remaining useful life}) \times 100\%}{1}
$$


APPENDIX II

VALUATION REPORT OF THE VESSEL

The estimated economic useful life of the HAI LONG 106 pipe-laying crane vessel is 25 years. HAI LONG 106 pipe-laying crane vessel was built by Shanghai Zhenhua Heavy Industries Co., Ltd. in February 2012 and was commissioned for service in March 2015. Its consumed service life is 10.2 years. The remaining useful life is 15 years.

Residual ratio = (remaining useful life) ÷ (used life + remaining useful life) × 100%

$$
\begin{array}{l}
= 15 \div (10.2 + 15) \times 100\% \
= 60\% \text{ (rounding to the nearest number)}
\end{array}
$$

The technical residual ratio was assessed based on remote video surveillance and inquiry, with primary consideration given to the operational status of the following equipment categories: engine room equipment, pipelaying system equipment, outfitting equipment, navigation and communication equipment, firefighting and lifesaving equipment, electrical equipment, logistics, living, and galley equipment, and other living quarters equipment. Based on this comprehensive evaluation, the technical residual ratio is determined to be 63%.

That: integrated residual ratio = theoretical residual ratio × 40% + technical residual ratio × 63%

$$
\begin{array}{l}
= 60\% \times 0.4 + 63\% \times 0.6 \
= 62\% \text{ (rounding to the nearest number)}
\end{array}
$$

Determination of appraised value

Appraised value = full replacement cost × integrated residual ratio

$$
\begin{array}{l}
= \mathrm{US} \times 163,643,153.46 \times 62\% \
= \mathrm{US} \times 101,458,755.15
\end{array}
$$


APPENDIX II

VALUATION REPORT OF THE VESSEL

VII. VALUATION ASSUMPTIONS

(I) Basic Assumptions:

1. Transaction assumption

The transaction assumption assumes that all assets to be evaluated are in the process of transaction. The valuer estimated their value by simulating market conditions based on the transaction terms applicable to the subject of valuation. The transaction assumption is one of the most fundamental assumptions for conducting of the valuation.

2. Open market assumption

The open market assumption is an assumption about the market conditions under which an asset is intended to enter and the influence the asset may encounter under such market conditions. An open market is a fully developed, comprehensive and competitive market with willing buyers and sellers, who are on equal footing, have opportunity and time to gain access to adequate market information, and conduct transactions voluntarily, rationally, and free from compulsion or constraints. The open market assumption is based on the assumption that assets are publicly tradable in the market.

3. Assumption about the use of an asset for its existing purpose

The assumption about the use of an asset for its existing purpose is an assumption about the market conditions under which an asset is intended to enter and its intended use under such market conditions. Firstly, it is assumed that the assets within the scope of valuation are in use. Then it is assumed that the assets will continue to be used for the current purpose in their current manner without considering change of use of the asset or optimal utilization conditions.


APPENDIX II

VALUATION REPORT OF THE VESSEL

(II) General Assumptions:

  1. This valuation assumes that there will be no unforeseeable significant adverse changes in the external economic environment, including the relevant laws, macroeconomic, financial and industrial policies prevailing in China after the valuation benchmark date, and that there will be no significant impact caused by other human force majeure and unforeseeable factors.

  2. This valuation does not consider the impact on conclusion of the subject of valuation of any collateral or guarantee that the subject of valuation may assume in the future, or any additional price that may be paid as a result of special transactions.

  3. It is assumed that there will be no significant changes in the socio-economic environment in which the property right holder is located or the fiscal and taxation policies in place, such as taxes and tax rates, and that the credit policy, interest rate, exchange rate and other financial policies will be generally stable.

  4. The current and future business operations of the property right holder are and will be legal and in compliance with the relevant provisions of its business license and articles of association.

VIII. VALUATION CONCLUSION AND ANALYSIS

Under the valuation purpose, assumptions, and limiting conditions set forth in this report, we have concluded the market value of the appraised vessel as of the valuation benchmark date.

1. Cost approach valuation

Under the valuation purpose, assumptions, and limiting conditions set forth in this report, the cost approach has been adopted to value the HAI LONG 106 pipe-laying crane vessel held by Hilong Shipping Holding Limited. The valuation result of the appraised vessel as of the valuation benchmark date is as follows:

As of the valuation benchmark date, the carrying amount of the appraised vessel amounted to US$150,216,535.00, while the appraised value was US$101,458,755.15, representing an impairment of US$48,757,779.85.

The value of the HAI LONG 106 pipe-laying crane vessel held by Hilong Shipping Holding Limited was assessed to be US$101,458,755.15, being UNITED STATES DOLLARS ONE HUNDRED AND ONE MILLION, FOUR HUNDRED AND FIFTY-EIGHT THOUSAND SEVEN HUNDRED AND FIFTY-FIVE AND FIFTEEN CENTS.

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APPENDIX II

VALUATION REPORT OF THE VESSEL

IX. DESCRIPTION OF SPECIAL MATTERS

Users of this valuation report shall pay attention to the possible impact of the following special matters on the valuation conclusion:

  1. The subject vessel has recently been operating in the Southeast Asian waters. Due to the constraints imposed by the vessel itinerary, we have adopted remote work procedures for this valuation. Through modern communication methods (including video calls, telephone, email, voice recordings, and photographs), we obtained the financial information of the property right holder and other valuation-related information, and conducted remote communication with relevant personnel of the property right holder as alternative measures for verification.

  2. Our firm assume no responsibility for the legality, completeness, or authenticity of supporting materials including management resolutions, business licenses, certificates, asset inventories, and documents issued by other intermediary institutions.

  3. This valuation is conducted solely to provide a value reference for the HAI LONG 106 pipe-laying crane vessel held by Hilong Shipping Holding Limited involved in the proposed disposal of its partial asset. Our service is limited to valuation and estimation. This cost approach estimation is based on the asset inventory provided by the management of the property right holder. The relevant parties shall be responsible for the authenticity, legality and completeness of such information. We do not express any opinions, assurance or any form of warranty on such information.

  4. The valuer did not identify any other significant special matters that could affect the valuation conclusion and that are beyond their professional competence and capability. However, users of this report should not rely exclusively on this report, but should exercise independent judgments regarding the ownership status of the asset, factors affecting the value, and related matters, and should appropriately consider in economic actions.

  5. Should any defects, contingencies, or other matters potentially affecting the valuation exist that were not expressly disclosed during the engagement process or at the valuation site, and which the valuer, based on professional experience, could not generally have identified or collected information about, neither the valuation institution nor the valuer shall assume any associated responsibility.

  6. Should the aforementioned special matters affect the valuation result and the valuation report is not revised accordingly, the valuation conclusion shall be deemed invalid and the report shall void. The valuation conclusion shall not be used directly under such circumstances.

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X. RESTRICTIONS ON THE USE OF THE VALUATION REPORT

(I) Scope of Use of the Valuation Report

  1. This report is strictly limited to use by the users of this valuation report explicitly stated herein. The valuation conclusion of the valuation report serves exclusively for the valuation purpose and use specified in this report.

  2. The contents of the valuation report shall not be extracted, quoted, or disclosed in any public media without obtaining the prior written consent of the valuation institution that issued the valuation report, except as stipulated in laws and regulations and as otherwise agreed by the relevant parties.

(II) Right to Interpret the Valuation Report

The right to interpret the contents of this valuation report shall rest with the issuing valuation institution, and no other entity or department shall have the right to interpret it, unless otherwise expressly and specifically provided for in national laws and regulations.

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VALUATION REPORT OF THE VESSEL

XI. DATE OF THE VALUATION REPORT

The date of this valuation report is 17 July 2025.

(The remainder of this page is intentionally left blank)

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VALUATION REPORT OF THE VESSEL

(This page contains no main text)

Valuation institution: Shanghai Orient Appraisal Co., Ltd.

Date of Issuance of the Report: 17 July 2025

Company address: 11F, Building T2, SOHO Tian Shan Plaza, No. 1717, Tian Shan Road, Changning District, Shanghai, PRC (200050)
Tel 021-52402166 (Main exchange) 021-62252086 (Fax)
Website www.dongzhou.com.cn

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APPENDIX II

VALUATION REPORT OF THE VESSEL

VALUATION REPORT

(Annexes)

Project Name: HAI LONG 106 Pipe-laying Crane Vessel Held by Hilong Shipping Holding Limited Involved in the Proposed Disposal of Its Partial Asset

Report No.: Dong Zhou Zi Bao Zi [2025] No.1655

No. Annexes Name

  1. Business License of Hilong Shipping Holding Limited
  2. Ownership Certificate of HAI LONG 106
  3. The Valuation Engagement Contract
  4. Business License of Shanghai Orient Appraisal Co., Ltd.

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APPENDIX III

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

A. DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN THE SECURITIES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS

As at the Latest Practicable Date, save as disclosed below, none of the Directors nor the chief executive of the Company had or was deemed to have any interests or short positions in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which were otherwise required to notify the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules ("Model Code"):


APPENDIX III

GENERAL INFORMATION

(a) Long positions in the Shares of the Company

Name Capacity Number of Shares interested Approximate percentage in the issued share capital of the Company
Directors
Mr. Zhang Jun Founder and beneficiary of Mr. Zhang's trust/Interest of controlled corporation 725,013,000^{(1)}
Founder and beneficiary of three Mr. Zhang's family trusts/Interest of controlled corporation 112,300,800^{(2)}
Beneficial owner 1,260,000
838,573,800 49.43%
Ms. Zhang Shuman Interest of controlled corporation 24,300,000^{(3)}
Beneficial owner 692,000
24,992,000 1.473%
Mr. Cao Hongbo Beneficial owner 1,708,000 0.101%
Mr. Wong Man Chung Francis Beneficial owner 1,288,000 0.076%
Dr. Yang Qingli Interest of spouse 77,000^{(4)} 0.005%
Chief Executive
Mr. Gao Zhihai Beneficial owner 1,395,000 0.08%

Notes:

(1) These shares are held by Hilong Group Limited, the entire share capital of which is held by SCTS Capital Pte. Ltd. which is then wholly-owned by Standard Chartered Trust (Singapore) Limited as the trustee of Mr. Zhang's trust. As Mr. Zhang Jun is the founder and beneficiary of Mr. Zhang's trust as well as the sole director of Hilong Group Limited, he is deemed to be interested in these shares.

(2) 24,300,000 shares, 24,000,000 shares and 64,000,800 shares are held by Younger Investment Limited, North Violet Investment Limited and LongZhi Investment Limited respectively, the entire share capital of each of which is held by SCTS Capital Pte. Ltd. which is then wholly-owned by Standard Chartered Trust (Singapore) Limited as trustees of three Mr. Zhang's family trusts. As Mr. Zhang Jun is the founder and one of the beneficiaries of these three Mr. Zhang's family trusts as well as the sole director of North Violet Investment Limited and LongZhi Investment Limited, he is deemed to be interested in these shares.

(3) These shares are held by Younger Investment Limited of which Ms. Zhang Shuman is the sole director. Ms. Zhang Shuman is therefore deemed to be interested in these shares.

(4) These shares are held by Ms. Gao Chunyi, spouse of Dr. Yang Qingli. Dr. Yang Qingli is therefore deemed to be interested in these shares.


APPENDIX III

GENERAL INFORMATION

(b) Long positions in the shares of associated corporation of the Company

Name of Director Name of associated corporation Capacity Number of shares interested Percentage of the issued share capital of the associated corporation held
Mr. Zhang Jun Hilong Group Limited Founder and beneficiary of Mr. Zhang’s trust 100 100%

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had or was deemed to have any interests or short positions in shares, underlying shares or debentures of the Company and its associated corporations as recorded in the register required to be maintained under Section 352 of Part XV of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

B. SUBSTANTIAL SHAREHOLDERS' INTERESTS OR SHORT POSITIONS IN THE SECURITIES OF THE COMPANY

So far as is known to the Directors or chief executive of the Company, as at the Latest Practicable Date, the persons (other than the Directors or chief executive of the Company) who had interests or short positions in the shares and underlying shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO were as follows:

Long positions in the shares and underlying shares of the Company

Name of substantial shareholder Capacity Number of Shares/underlying shares interested Approximate percentage of the issued share capital of the Company
Hilong Group Limited Beneficial owner 725,013,000^{(1)} 42.74%
SCTS Capital Pte. Ltd. Nominee 837,313,800^{(1)(2)} 49.36%
Standard Chartered Trust (Singapore) Limited Trustee 837,313,800^{(1)(2)} 49.36%
Ms. Gao Xia Interest of spouse 838,573,800^{(3)} 49.43%

APPENDIX III

GENERAL INFORMATION

Notes:

(1) 725,013,000 shares are held by Hilong Group Limited, the entire share capital of which is held by SCTS Capital Pte. Ltd. which is then wholly-owned by Standard Chartered Trust (Singapore) Limited as trustee of Mr. Zhang's trust. Mr. Zhang Jun is the founder and beneficiary of Mr. Zhang's trust.

(2) 24,300,000 shares, 24,000,000 shares and 64,000,800 shares are held by Younger Investment Limited, North Violet Investment Limited and LongZhi Investment Limited respectively, the entire share capital of each of which is held by SCTS Capital Pte. Ltd. which is then wholly-owned by Standard Chartered Trust (Singapore) Limited as trustees of three Mr. Zhang's family trusts. Mr. Zhang Jun is the founder and one of the beneficiaries of these three Mr. Zhang's family trusts.

(3) Ms. Gao Xia is the spouse of Mr. Zhang Jun and is therefore deemed to be interested in the shares and underlying shares of the Company in which Mr. Zhang Jun is interested.

Save as disclosed above, as at the Latest Practicable Date, so far as is known to the Directors or the chief executive of the Company, no other persons (not being a Director or chief executive of the Company) had, or were deemed to have, an interest or short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or as recorded in the register required to be kept under section 336 of the SFO.

3. COMPETING BUSINESS

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors and their respective close associates had any business which competes or may compete, either directly or indirectly, with the business of the Group.

4. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had a service contract with the Company which was not determinable by the Company within one year without payment of compensation, other than statutory compensation.

5. DIRECTORS' INTERESTS IN ASSETS

As at the Latest Practicable Date, save as disclosed in this circular, so far as the Directors are aware, none of the Directors had any interest, either directly or indirectly, in any asset which has been, since 31 December 2024 (being the date to which the latest published audited consolidated financial statements of the Group were made up) and up to the Latest Practicable Date, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by, or leased to, any member of the Group.


APPENDIX III

GENERAL INFORMATION

6. DIRECTORS' INTERESTS IN CONTRACT OR ARRANGEMENT OF SIGNIFICANCE

(A) The Group (as lessee) has entered into tenancy agreements with Shanghai Longshi Investment Management Company Limited (上海隆视投資管理有限公司) (as lessor) for premises on 1 August 2023 and 9 December 2024, respectively;

(B) The Group (as lessee) has entered into tenancy agreements with Beijing Huashi Hailong Oil Investment Co., Ltd.* (北京華實海隆石油投資有限公司) (as lessor) for premises and car par spaces, and tenancy agreements with Technomash Limited Liability Company and Hilong Petroleum Pipeline Service (Surgut) LLC (as lessor) on 9 December 2024, respectively;

(C) The Group (as lessor) has entered into tenancy agreements with Shanghai Hilong Shine New Material Co., Ltd.* (上海海隆賽能新材料有限公司), Hilong Pipeline Engineering Technology Service Co., Ltd. (海隆管道工程技術服務有限公司), Shenglong Oil and Gas Pipeline Inspection Technology Co., Ltd. (盛隆石油管檢測技術有限公司), Drilling Technology Limited liability Company (as lessees) for premises on 9 December 2024, respectively;

(D) The Group (as lessor) has entered into an equipment lease agreement with Hilong Petroleum Pipeline Service (Surgut) LLC (as lessee) on 1 July 2024;

(E) The Group has entered into coating services, hardbanding services and spraying and packaging services agreement with Hilong Pipeline Engineering Technology Service Co., Ltd. for providing coating services, hardbanding services and spraying and packaging services as and when requested by Hilong Energy Limited and its subsidiaries on 9 December 2024; and

(F) Hilong Pipeline has entered into welding wire supply agreement with the Group for supplying welding wires and related products to Hilong Pipeline as and when requested by Hilong Pipeline on 9 December 2024.

7. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2024 (being the date to which the latest published audited consolidated financial statements of the Company were made up).

  • III-5 -

APPENDIX III

GENERAL INFORMATION

8. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Group within the two years immediately preceding the date of this circular and which are, or may be, material to the Group:

(A) the MOA.

9. EXPERT

The following is the qualification of the expert who has given its opinions or advice which are included in this circular:

Name Qualifications
Shanghai Orient Appraisal Co., Ltd.*
(上海東洲資產評估有限公司) Independent Professional Valuer with Securities and Futures related Business Evaluation Qualification Certificate approved and issued by the Ministry of Finance and the China Securities Regulatory Commission and the Asset Appraisal Qualification Certificate approved and issued by the Shanghai Provincial Department of Finance

As of the Latest Practicable Date, Shanghai Orient Appraisal Co., Ltd.:

(i) has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and/or report (as the case may be) and references to its names, in the form and context in which they respectively appear;

(ii) did not have any shareholding, directly or indirectly, in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; and

(iii) did not have any direct or indirect interest in any assets which have been, since 31 December 2024 (being the date to which the latest published audited consolidated financial statements of the Group were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

The letters and/or report (as the case may be) from the above expert is given as of the date of this circular for incorporation herein.

  • III-6 -

APPENDIX III

GENERAL INFORMATION

10. LITIGATION

As at the Latest Practicable Date, so far as the Directors are aware, no member of the Group was involved in any litigation or claims of material importance nor was any litigation or claims of material importance known to the Directors to be pending or threatened against any member of the Group.

11. MISCELLANEOUS

(a) Ms. Sham Ying Man is the company secretary of the Company. Ms. Sham Ying Man is a senior manager of Tricor Services Limited, a member of Vistra Group and a global professional service provider specializing in integrated business, corporate and investor services. The company secretary attended sufficient professional training as required under the Listing Rules for the year ended 31 December 2024 to update her skills and knowledge.

(b) The registered office of the Company is located at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands.

(c) The principal place of business of the Company in Hong Kong is situated at Room 1910, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.

(d) The Hong Kong share registrar of the Company is Computershare Hong Kong Investor Services Limited, whose address is situated at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.

(e) In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

12. DOCUMENTS ON DISPLAY

Copies of the following documents will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hilonggroup.com) for the period of 14 days commencing from the date of this circular:

(a) the MOA;

(b) the valuation report prepared by Shanghai Orient Appraisal Co., Ltd. in relation to the Vessel as set out in Appendix II to this circular;

(c) the written consent of the expert referred to in the paragraph headed "9. Expert" in this appendix; and

(d) this circular.


NOTICE OF EGM

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HILONG

Hilong Holding Limited 海隆控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1623)

NOTICE OF THE 2025 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 third extraordinary general meeting (the "EGM") of the shareholders of Hilong Holding Limited (the "Company") will be held at Conference Room, 6th Floor, Hilong Group of Companies Ltd., No.1825 Luodong Road, Baoshan Industrial Zone, Shanghai, China on Thursday, 16 October 2025 at 10:00 a.m. for the considering and, if thought fit, passing the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

1. "THAT:

(a) the written memorandum of agreement dated 11 August 2025 (the "MOA") entered into between Hilong Shipping Holding Limited, as vendor, and PT CAKRA BUANA RESOURCES ENERGI TBK, as purchaser, in relation to the disposal of the Vessel from the Vendor to the Purchaser subject to the terms and conditions of the MOA at the consideration of US$100 million and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

(b) any one or more directors of the Company be and is/are hereby authorised to do all such acts and things and sign all such documents (under seal, if necessary) and to take all such steps as he/she/they consider necessary or expedient or desirable in connection with or to give effect to the MOA and to implement the transactions contemplated thereunder and to agree to such variation, amendment or waiver as are, in the opinion of the directors of the Company, in the interests of the Company."

For and on behalf of the Board

Hilong Holding Limited

ZHANG JUN

Chairman

Hong Kong, 25 September 2025

  • For identification purpose only

  • EGM-1 -


NOTICE OF EGM

Notes:

(1) All resolutions at the EGM will be taken by poll pursuant to article 66 of the articles of association of the Company. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

(2) A shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

(3) In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the EGM (i.e. not later than 10:00 a.m. on Tuesday, 14 October 2025 (Hong Kong time)) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM and at any adjournment thereof and, in such event, the form of proxy will be deemed to be revoked.

(4) For the purpose of determining the qualification as shareholders of the Company to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 13 October 2025 to Thursday, 16 October 2025, both days inclusive, during which period no transfer of shares will be registered, and the record date will be Thursday, 16 October 2025. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Friday, 10 October 2025.

As at the date of this notice, the executive director of the Company is Mr. ZHANG Jun; the non-executive directors of the Company are Ms. ZHANG Shuman, Dr. YANG Qingli, Mr. CAO Hongbo and Dr. FAN Ren Da Anthony; and the independent non-executive directors of the Company are Mr. WANG Tao, Mr. WONG Man Chung Francis and Mr. SHI Zheyan.

  • EGM-2 -