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ContiOcean Environment Tech Group Co., Ltd. Proxy Solicitation & Information Statement 2026

Jul 2, 2026

50714_rns_2026-07-02_097bc0e7-eab7-41cd-ab78-7c9284c3131b.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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

If you have sold or transferred all your shares in ContiOcean Environment Tech Group Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or 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 transferee.

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ContiOcean

上海匯舸環保科技集團股份有限公司

CONTIOCEAN ENVIRONMENT TECH GROUP CO., LTD.

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2613)

(1) CHANGE IN USE OF PROCEEDS;
(2) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR; AND
(3) NOTICE OF THE 2026 SECOND EXTRAORDINARY GENERAL MEETING

Capitalised terms used in the lower portion of this cover page shall have the same respective meanings as those defined in the section headed “DEFINITIONS” of this circular.

The Company will convene and hold the EGM at Unit 3002, 30/F, South Tower, Shanghai International Fortune Center, No. 36 Xin Jin Qiao Road, Pudong New District, Shanghai, the PRC on Friday, 17 July 2026 at 10:00 a.m., the notice of which is set out on pages 14 to 15 of this circular. The proxy form for use at the EGM are enclosed herein, which were also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.contioceangroup.com).

If you intend to attend the EGM by proxy, you are required to duly complete the accompanying form of proxy according to the instructions printed thereon and return the same not less than 24 hours before the time fixed for the holding of the EGM or any adjournment thereof (as the case may be) (which is 10:00 a.m. on 16 July 2026 (or other date in the event of any adjournment thereof)). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

Reference to times and dates in this circular are to Hong Kong local times and dates.

2 July 2026


CONTENTS

Page

DEFINITIONS ... 1

LETTER FROM THE BOARD

I. Introduction ... 4
II. Matters to be resolved at the EGM ... 4
III. The EGM ... 11
IV. Recommendations ... 11
V. Additional Information ... 11
VI. Miscellaneous ... 12

APPENDIX I — PARTICULARS OF MS. KUNG MAN ... 13

NOTICE OF THE 2026 SECOND EXTRAORDINARY GENERAL MEETING ... 14

– i –


DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following respective meanings:

"Articles of Association"
the articles of association of the Company, as amended, supplemented or otherwise modified from time to time

"Board"
the board of Directors of the Company

"Company"
ContiOcean Environment Tech Group Co., Ltd. (stock code: 2613), a joint stock company incorporated in the People's Republic of China with limited liability whose H Shares are listed on the Main Board of the Stock Exchange

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

"EGM"
the 2026 second extraordinary general meeting of the Company to be held at Unit 3002, 30/F, South Tower, Shanghai International Fortune Center, No. 36 Xin Jin Qiao Road, Pudong New District, Shanghai, the PRC on Friday, 17 July 2026 at 10:00 a.m., or any adjournment thereof (as the case may be) and notice of which is set out on page 14 to 15 of this circular

"Group"
the Company and its subsidiaries

"H Share(s)"
ordinary share(s) in the share capital of our Company with a nominal value of RMB1.00 each, which is/are listed on the Stock Exchange

"H Shareholder(s)"
the holder(s) of the H Shares

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

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

"Latest Practicable Date"
30 June 2026, being the latest practicable date for ascertaining certain information prior to the printing of this circular

"Listing Date"
9 January 2025, the date on which the H Shares were initially listed on the Main Board of the Stock Exchange

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time

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  • 2 -

DEFINITIONS

"PRC"
the People's Republic of China (which for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan)

"RMB"
Renminbi, the lawful currency of the PRC

"Share(s)"
the ordinary share(s) in the share capital of our Company with a nominal value of RMB1.00 each

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

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"subsidiary(ies)"
has the meaning ascribed thereto under the Listing Rules

"substantial shareholder(s)"
has the meaning ascribed thereto under the Listing Rules

"%"
per cent.


LETTER FROM THE BOARD

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ContiOcean

上海匯舸環保科技集團股份有限公司

CONTIOCEAN ENVIRONMENT TECH GROUP CO., LTD.

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2613)

Executive Directors:

Mr. Zhou Yang

Mr. Zhao Mingzhu

Mr. Chen Zhiyuan

Mr. Chen Rui

Independent Non-executive Directors:

Mr. Zhu Rongyuan

Dr. Guan Yanmin

Ms. Ng Sin Kiu

Registered Office:

Room 1101, No. 2 Maji Road

China (Shanghai) Pilot Free Trade Zone

Shanghai, the PRC

Head Office and Principal Place of Business in PRC:

Unit 3002, 30/F,

South Tower,

Shanghai International Fortune Center,

No. 36 Xin Jin Qiao Road,

Pudong New District,

Shanghai, the PRC

Principal Place of Business in Hong Kong:

Office No. 2506, 25th Floor

Landmark South

39 Yip Kan Street

Wong Chuk Hang

Hong Kong

2 July 2026

To the Shareholders

Dear Sir or Madam,

(1) CHANGE IN USE OF PROCEEDS;

(2) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR; AND

(3) NOTICE OF THE 2026 SECOND EXTRAORDINARY GENERAL MEETING


LETTER FROM THE BOARD

I. INTRODUCTION

The EGM will be convened and held at Unit 3002, 30/F, South Tower, Shanghai International Fortune Center, No. 36 Xin Jin Qiao Road, Pudong New District, Shanghai, the PRC on 17 July 2026 at 10:00 a.m. (Hong Kong time), the notice of which is set out on pages 14 to 15 of this circular.

Reference is made to the announcements of the Company both dated 2 July 2026 in relation to, among others, the change in use of proceeds and the proposed appointment of independent non-executive Director.

The purpose of this circular is to provide you with the information reasonably necessary of relevant resolutions to be considered at the EGM, so as to enable you to make an informed decision on whether to vote for or against such resolutions.

II. MATTERS TO BE RESOLVED AT THE EGM

Resolutions to be proposed at the EGM for the Shareholders' consideration and approval by way of ordinary resolutions include:

  1. change in use of proceeds; and
  2. proposed appointment of independent non-executive Director.

Details of the matters to be resolved at the EGM are set out in the notice of the EGM on pages 14 to 15 of this circular. To enable you to get a better understanding of the resolutions to be proposed at the EGM and make informed decisions with sufficient and necessary information, we have provided particulars thereon in this circular and the accompanying appendix.

Ordinary Resolutions

(1) Change in use of proceeds

An ordinary resolution will be proposed at the EGM to consider and approve the change in use of proceeds.

Reference is made to (i) the prospectus of ContiOcean Environment Tech Group Co., Ltd. (the "Company", together with its subsidiaries, the "Group") dated 31 December 2024 (the "Prospectus") in relation to the listing of the Company's H shares on the Main Board of The Stock Exchange of Hong Kong Limited, which sets out the intended use of the net proceeds from the global offering of the Company at the time of preparing the Prospectus; (ii) the announcement and circular of the Company both dated 15 December 2025 in relation to the modification of certain use of proceeds; and (iii) the annual report of the Group for the financial year ended 31 December 2025 (the "2025 Annual Report"). Unless otherwise defined, capitalised terms used in this circular shall have the same meanings as those defined in the Prospectus.


LETTER FROM THE BOARD

As disclosed in the 2025 Annual Report, the net proceeds from the Global Offering after deducting underwriting fee and relevant expenses amounted to approximately HK$273.4 million (equivalent to approximately RMB253.2 million) (the “Actual Net Proceeds”).

As at 15 April 2026, the unutilised Actual Net Proceeds amounted to approximately RMB119 million (the “Unutilised Net Proceeds”). The Board has resolved to change the use and allocation of the Unutilised Net Proceeds as follows:

Business objective Approximate allocation of net proceeds as previously disclosed in the Prospectus (RMB million) Approximate utilisation amount of proceeds from the Listing Date (RMB million) Approximate amount of net proceeds unutilised as at the Latest Practicable Date (RMB million) Change of business objective (if any) Revised allocation (if any) (RMB million) Expected timeline for utilising the Unutilised Net Proceeds
(1) Acquire the controlling stake in a company holding an ocean-going ship as our maritime R&D platform and a mobile exhibition platform to showcase our equipment and system offering and pipeline products 90.7 90.7 Before end of 2025 (note: the acquisition is currently in progress and is scheduled for completion before the end of July 2026.)
(2) Development of prototype products such as the LFSS (for ammonia), optimization development of the carbon capture system and the waste heat recovery system 19.5 12.2 7.3 7.3 (No change) Before end of 2026
(3) Recruitment of and retaining around 13 new R&D staff 10.4 1.4 9.0 Same objective 4.0 Before end of 2025 (note: currently under active recruitment, expected to be delayed until the end of 2026; the fundraising amount is calculated based on the new salaries of 13 employees for 3 years.)
Cooperative R&D with universities, enterprises, or R&D institutions to develop company prototype products 5.0 Before end of 2027. Please refer to Business objective (4)
(4) Cooperative R&D with universities, enterprises, or R&D institutions 6.1 2.6 3.5 Cooperative R&D with universities, enterprises, or R&D institutions to develop company prototype products 8.5 (Increased 5.0 from Business objective (3)) In 2025 and 2026

LETTER FROM THE BOARD

Business objective Approximate allocation of net proceeds as previously disclosed in the Prospectus (RMB million) Approximate utilisation amount of proceeds from the Listing Date (RMB million) Approximate amount of net proceeds unutilised as at the Latest Practicable Date (RMB million) Change of business objective (if any) Revised allocation (if any) (RMB million) Expected timeline for utilising the Unutilised Net Proceeds
(5) Potential mergers and acquisitions 37.9 37.9 Acquiring High-Quality Targets Through a Combination of Domestic and Overseas M&A 19.9 Before end of 2027 as there are currently no identified targets and no transaction documents have been entered into.
Expand production capacity through a combination of leasing and acquiring production facilities, alongside technical upgrades to our own factories 18.0 Please refer to Business objective (6)
(6) Leasing a production facility in mainland China or Southeast Asia 37.9 37.9 Expand production capacity through a combination of leasing and acquiring production facilities, alongside technical upgrades to our own factories 67.9 (Increased 30.0 from Business objectives (5) and (7)) The location to be determined by 2025 following an extensive research (note: due to market conditions, the location has not yet been finalised, and completion is now expected to be delayed until the end of 2026.)
(7) Establishing four service centres internationally 20.3 0.1 20.2 Same objective 8.2 In 2025 and 2026.
Expand production capacity through a combination of leasing and acquiring production facilities, alongside technical upgrades to our own factories 12.0 Please refer to Business objective (6)
(8) Upgrading our service centres 5.1 2.0 3.1 Before end of 2026
(9) Working capital and other general corporate purposes 25.3 25.3 N/A
Total 253.2 134.2 119.0

– 6 –


LETTER FROM THE BOARD

Reasons for and Benefits of the Change in Use of Proceeds

The reasons for and benefits of each of the change in use of proceeds of the Unutilised Net Proceeds are set out below:

(a) Cooperative R&D With Universities, Enterprises, Or R&D Institutions to Develop Company Prototype Products

In response to the accelerating pace of technological iteration within the industry, the Company is shifting from a predominantly internal R&D approach to an open collaborative innovation model. A portion of the budget totaling RMB5 million has been reallocated from solely expanding the team to fostering industry-academia-research collaboration. This initiative aims to leverage the laboratory resources and cutting-edge technical expertise of universities, leading research institutions, or enterprises to tackle key technological challenges at a lower marginal cost. This strategy not only mitigates the pressure of sustained increases in rigid labor costs but also enhances the Company's R&D efficiency and technological barriers in the environmental technology sector within a shorter timeframe through resource-sharing mechanisms, thereby accelerating the industrial application of scientific research achievements.

(b) Acquiring High-Quality Targets Through a Combination of Domestic and Overseas M&A

In view of the complex international geopolitical landscape and the tightening of antitrust scrutiny on cross-border mergers and acquisitions, the Board, after a comprehensive assessment of capital expenditure efficiency and associated risks, has decided to optimize the Company's investment strategy. The original plan focused solely on overseas acquisitions has been adjusted to a "dual-track approach combining domestic and overseas initiatives," aimed at capturing market opportunities arising from the global green transition in shipping with greater flexibility. By balancing mature, high-quality domestic targets with advanced technological assets abroad, the Company can diversify geopolitical policy risks while leveraging the well-established industrial chain ecosystem within the domestic market. This facilitates the rapid synergy of technology transfer and market share expansion, thereby enhancing both the success rate of post-merger integration and the overall return on invested capital.

(c) Expand Production Capacity Through a Combination of Leasing and Acquiring Production Facilities, alongside Technical Upgrades to Our Own Factories

To address the accelerating pace of technological iteration in the industry and growing customer demand for shorter delivery cycles of customized products, the Company has decided to reshape its capacity expansion strategy. The original singular "asset-light leasing model" has been upgraded to a hybrid model that combines leasing, acquisitions, and technical upgrades to existing

  • 7 -

LETTER FROM THE BOARD

self-owned factories. This initiative not only secures production resources in core locations to ensure supply chain stability but also significantly enhances unit output efficiency and process barriers through the intelligent and eco-friendly retrofitting of existing production lines. While enabling a rapid ramp-up in production capacity, this strategy effectively balances fixed asset investment with operational flexibility, laying a solid foundation for the Company's medium- to long-term cost leadership strategy.

(d) Reallocation of approximately RMB18 million from the M&A Project to the Capacity Expansion Project

In light of the tightening of global shipping environmental policies and volatility in the clean energy supply chain, the Company has adopted a more prudent investment strategy. Approximately RMB18 million originally allocated for overseas acquisitions will be redirected to capacity expansion projects, with the aim of strengthening core competitiveness through internal growth. This move enables the Company to seize current market opportunities by developing its own manufacturing facilities, allowing for rapid response to customer demands while mitigating the integration risks and uncertainties associated with reliance on external acquisition targets. Consequently, this enhances the security of fund utilization and the return on investment.

(e) Reallocation of approximately RMB12 million from the Establishment of Service Centers to the Capacity Expansion Project

With the proliferation of digital operation and maintenance tools and the maturation of remote diagnostics technology, the traditional offline physical service center model is gradually transitioning towards an asset-light service model characterized by "online platforms plus regional coverage." Therefore, approximately RMB12 million originally budgeted for establishing physical branches will be reallocated to capacity expansion projects. This adjustment not only avoids the pressure of amortizing fixed costs resulting from an excessive rollout of offline centers but also concentrates resources to break through production bottlenecks, directly bolstering the Company's revenue base. The Company can then strategically time the establishment of service centers once economies of scale have been achieved, thereby realizing a superior return on investment.

The Directors consider that development direction of the Company is still in line with the disclosures in the Prospectus in spite of the changes in use of the Unutilised Net Proceeds as stated above. As at the date of this circular, the Directors confirm that there is no material change in the nature of business of the Group as set out in the Prospectus. The Directors consider that the above change is in the best interest of the Company and its shareholders as a whole and will not have any material adverse effect on the existing business and operations of the Group. The

  • 8 -

LETTER FROM THE BOARD

Directors will continuously assess the plans for the use of the Unutilised Net Proceeds and may revise or amend such plans where necessary to cope with the changing market conditions and strive for better business performance for the Group.

(2) Proposed appointment of independent non-executive Director

Reference is made to the announcement of the Company dated 2 July 2026 in relation to the resignation of Ms. Ng Sin Kiu as an independent non-executive Director and the proposed appointment of Ms. Kung Man (“Ms. Kung”) as an independent non-executive Director, which is subject to the approval by the Shareholders at the EGM.

Ms. Kung meets the qualification requirements to serve as Directors as stipulated in relevant PRC laws, regulations, the Articles of Association and the Listing Rules, and the Board hereby proposes Ms. Kung to be considered and approved at the EGM by way of ordinary resolution. The term of office of Ms. Kung as an independent non-executive Director will take effect from the date of approval at the EGM to the expiration of the term of office of the second session of the Board.

Pursuant to Article 108 of the Articles of Association, Directors shall be elected or replaced at the shareholders’ meeting for a term of three years. Upon maturity of the tenure of office, a Director shall be eligible to offer himself/herself for re-election and reappointment.

The Nomination Committee has assessed Ms. Kung in accordance with the criteria set out in the Company’s director nomination policies. The Nomination Committee considers that Ms. Kung would contribute skills and hands-on experience in corporate operations and management, with the potential to enhance the Board’s operational efficiency and to demonstrate strong commitment to the Company’s business. Information of Ms. Kung is set out in Appendix I to this circular.

The Nomination Committee has also reviewed and assessed the independence of Ms. Kung based on her confirmation of independence pursuant to the independence guidelines as set out in Rule 3.13 of the Listing Rules. Ms. Kung has confirmed that (a) she complies with the independence criteria set out in Rule 3.13 of the Listing Rules; (b) she has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected persons (as defined in the Listing Rules) of the Company; and (c) there are no other factors that may affect her independence at the time of her appointment. Ms. Kung will not be involved in the daily management of the Company nor in any relationships which would interfere with the exercise of her independent judgment. In addition, taking into consideration of the diversity perspectives (including but not limited to gender, age, cultural and educational background, professional experience, length of service, skills and knowledge) the Board is satisfied that Ms. Kung is independent and is of such character, integrity and experience commensurate with the office of independent non-executive Director. The Board believes that she will be able to devote sufficient time to the Board and provide independent, balanced and objective views to the Company’s affairs.

  • 9 -

LETTER FROM THE BOARD

The Nomination Committee has also reviewed the structure and composition of the Board, the confirmation and disclosures given by Ms. Kung, the qualifications, skills and experience, time commitment and contribution of Ms. Kung with reference to the nomination principles and criteria set out in the board diversity policy, director nomination policy and the corporate strategy of the Company.

Save as disclosed above, as at the date of this circular, Ms. Kung (i) does not hold and has not held any other position with the Group; (ii) does not hold and has not held any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or other major appointments or professional qualifications; (iii) does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Save as disclosed above, there is no other matter relating to the appointment of Ms. Kung as an independent non-executive Director that needs to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules").

As at the Latest Practicable Date, Ms. Kung has not been subject to any disciplinary action imposed by the CSRC or other relevant authorities, nor has she been placed under corrective measures by any stock exchange.

The Company will enter into a letter of appointment with Ms. Kung in respect of her position for a term of office commencing from the date of approval by the Shareholders at the EGM until the date of the expiration of the term of office of the second session of the Board. Upon entering into the letter of appointment, Ms. Kung is entitled to receive an annual remuneration of HK$180,000.00 as an independent non-executive Director. The remuneration arrangement of Ms. Kung is determined with reference to her experience, duties, responsibilities and the Company's remuneration policy.

In view of the information set out in Appendix I to this circular, and in particular, the educational background, working experience, and background of Ms. Kung, her contributions and time commitment to the affairs of the Group, and the diversity elements that she can bring to the Board, the Board considers that Ms. Kung is suitable to serve the Board as an independent non-executive Director and her appointment is in the interest of the Company and the Shareholders as a whole.

Save as disclosed in this circular, there is no other matter relating to the appointment of Ms. Kung as an independent non-executive Director that needs to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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LETTER FROM THE BOARD

III. THE EGM

The notice convening the EGM at Unit 3002, 30/F, South Tower, Shanghai International Fortune Center, No. 36 Xin Jin Qiao Road, Pudong New District, Shanghai, the PRC on Friday, 17 July 2026 at 10:00 a.m. is set out on pages 14 to 15 in this circular. For the purpose of determining the H Shareholders entitled to attend and vote at the EGM, the register of members of H Shares will be closed from 16 July 2026 to 17 July 2026 (both days inclusive). H Shareholders whose names appear on the register of members of the Company on 17 July 2026 are entitled to attend and vote at the EGM. In order to qualify for the entitlement to attend and vote at the above EGM, H Shareholders must lodge all transfer forms accompanied by the relevant H share certificates with the Company's H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by no later than 4:30 p.m. on 15 July 2026.

Voting on the relevant resolutions at the EGM will be conducted by poll. As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, save for Ocean Yields Enterprises Limited as the company wholly-owned by the trustee holding 910,000 unvested H Shares under the H Share Restricted Share Scheme, which is required to abstain from voting on matters that require Shareholders' approval under Rule 17.05A of the Listing Rules, no Shareholder is required to abstain from voting in respect of any of the resolutions to be proposed at the AGM.

The proxy form for use at the EGM is enclosed in this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.contioceangroup.com).

If you intend to attend the EGM by proxy, you are required to return the duly completed accompanying proxy form according to the instructions printed thereon. Shareholders who intend to attend the EGM by proxy are required to duly complete the proxy form and return the same to Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or Unit 3002, 30/F, South Tower, Shanghai International Fortune Center, No. 36 Xin Jin Qiao Road, Pudong New District, Shanghai, the PRC as soon as practicable but in any event not less than 24 hours before the time appointed for holding the EGM (i.e. 16 July 2026 at 10:00 a.m.), or any adjourned meeting thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM, and will not preclude you from viewing and listening to the EGM online if you so wish.

IV. RECOMMENDATIONS

The Directors are of the opinion that, all the resolutions as set out in the notice of the EGM for Shareholders' consideration and approval are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of all the resolutions to be proposed at the EGM.

V. ADDITIONAL INFORMATION

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


LETTER FROM THE BOARD

VI. MISCELLANEOUS

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, 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 facts the omission of which would make any statement herein misleading.

This circular has been prepared in both English and Chinese. Unless otherwise provided herein, the English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

For and on behalf of the Board

ContiOcean Environment Tech Group Co., Ltd.

Zhou Yang

Chairman

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APPENDIX I

PARTICULARS OF MS. KUNG MAN

Biographical details of Ms. Kung are set out below:

Ms. Kung Man (龔雯), aged 54, was proposed to be appointed as an independent non-executive Director, responsible for providing oversight of the Board and independent advice on the operation and management of the Group.

Ms. Kung has over 20 years of experience in legal practice and financial industry, working at law firms and financial institutions and, in particular, substantial experience in the areas of capital markets and financial advisory. From February 2021 to December 2022 and from April 2023 to present, Ms. Kung has been working at XCap Partners Limited as a partner. From July 2019 to November 2020, Ms. Kung worked as a director of transaction banking department at China Construction Bank (Asia) Corporation Limited. From November 2010 to June 2019, Ms. Kung worked as a director of transaction management team of Debt Capital Markets department at The Hongkong and Shanghai Banking Corporation Limited. From May 2009 to October 2010, Ms. Kung worked as head of transaction management team of Institutional Banking department at Australia and New Zealand Banking Group Limited. From September 2006 to April 2009, she worked as an assistant solicitor at Clifford Chance. Ms. Kung was an assistant solicitor at Paul Hastings from May 2003 to August 2006. She was an assistant solicitor at Sidley Austin from January 2003 to April 2003.

Ms. Kung obtained a Bachelor of Social Science in 1995 and Postgraduate Certificate in Laws in 2000, both from The University of Hong Kong. Ms. Kung was qualified as a solicitor in Hong Kong and England & Wales in January 2003 and November 2003, respectively. Since February 2021, Ms. Kung has been a licensed person with the Securities and Futures Commission to conduct Type 1 (Dealing in Securities) Regulated Activity and Type 4 (Advising on Securities) Regulated Activity.

  • 13 -

NOTICE OF THE 2026 SECOND EXTRAORDINARY GENERAL MEETING

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ContiOcean

上海匯舸環保科技集團股份有限公司

CONTIOCEAN ENVIRONMENT TECH GROUP CO., LTD.

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2613)

NOTICE OF THE 2026 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “EGM”) of ContiOcean Environment Tech Group Co., Ltd. (the “Company”) will be held at Unit 3002, 30/F, South Tower, Shanghai International Fortune Center, No. 36 Xin Jin Qiao Road, Pudong New District, Shanghai, the PRC on Friday, 17 July 2026 at 10:00 a.m. for the purpose of considering and, if though fit, passing the following resolutions. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 2 July 2026.

Ordinary resolutions

  1. (i) To consider and approve the change in use of proceeds as set out in the circular of the Company dated 2 July 2026.
    (ii) To authorise the chairman of the Company to do all such acts and things and execute all such documents as he may, in his absolute discretion, consider necessary, appropriate, desirable or expedient for the purpose of, or in connection with, the implementation of or giving effect to or the completion of any matters relating to the foregoing, and to agree to and make such variations or amendments of any of the matters relating thereto or in connection therewith.

  2. To consider and approve the appointment of Ms. Kung Man as an independent non-executive Director for a term of office from the date on which this resolution is passed to the expiration of the term of office of the second session of the Board and to authorise the Board to determine her remuneration and any one Director to enter into a letter of appointment on behalf of the Company with Ms. Kung Man on and subject to such terms and conditions as the Board shall think fit and to do all such acts and things necessary to give effect to the foregoing.

By Order of the Board

ContiOcean Environment Tech Group Co., Ltd.

Zhou Yang

Chairman

Shanghai, PRC, 2 July 2026


NOTICE OF THE 2026 SECOND EXTRAORDINARY GENERAL MEETING

Notes:

(i) Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.

(ii) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer or attorney duly authorized.

(iii) 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 notarially certified copy of such power or authority, must be deposited with Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or the Company's office Unit 3002, 30/F, South Tower, Shanghai International Fortune Center, No. 36 Xin Jin Qiao Road, Pudong New District, Shanghai, the PRC as soon as practicable but in any event not less than 24 hours before the time appointed for holding the EGM (i.e. 16 July 2026 at 10:00 a.m.), or any adjourned meeting thereof (as the case may be).

(iv) Completion and return of the form of proxy shall not preclude the shareholders of the Company (the "Shareholders") from attending and voting in person at the EGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

(v) Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.

(vi) For the purpose of determining the H shareholders of the Company entitled to attend and vote at the EGM, the register of members of H shares of the Company will be closed from 16 July 2026 to 17 July 2026 (both days inclusive). The record date for determining the entitlement of the Shareholders to attend and vote at the EGM will be 17 July 2026. In order to qualify for the entitlement to attend and vote at the above EGM, the H shareholders of the Company must lodge all transfer forms accompanied by the relevant H share certificates with the Company's H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by no later than 4:30 p.m. on 15 July 2026.

(vii) The EGM is expected to take less than half a day. Shareholders who attend the EGM shall be responsible for their own travel and food and accommodation expenses. Shareholders (or their proxies) attending the meeting shall procure their identity documents.

(viii) All times refer to Hong Kong local time, except as otherwise stated.

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