On 27 July 2026, China Carbon Neutral Development Group Limited (“China Carbon Neutral”) executed a non-binding Letter of Intent to purchase more than 51% of Shanghai Mingxiao Information Technology Development Co., Ltd. from its three principal shareholders—Mr. Yang Hua, Mr. Peng Xinghui and Nanjing Yunzhijun Investment Management Center (Limited Partnership).

The prospective deal would be settled through the issue of new shares or convertible bonds. Valuation and final consideration will be fixed after completion of a comprehensive financial, legal and asset assessment as at an agreed benchmark date.

China Carbon Neutral has secured a three-month exclusivity window during which the vendors are barred from negotiating with other parties or disposing of core assets without the buyer’s written consent. Binding provisions cover exclusivity, due diligence, confidentiality, liability and dispute resolution; other terms remain indicative until a formal equity-transfer agreement is signed.

Shanghai Mingxiao delivers AI-driven solutions for rail-transit and industrial IoT applications, including market-leading smart passenger service systems, train-operation controls, predictive maintenance platforms and new-energy systems. Its technology is deployed on 173 urban rail lines across 47 Chinese cities and in projects in Israel and Thailand, covering roughly 2,200 stations, 2,200 train sets and more than 13,000 carriages. Credentials include IRIS, SIL2, CMMI Level 5 and State Grid PAL CMA/CNAS certifications, underpinning its status as a National High-Tech and “Little Giant” enterprise.

China Carbon Neutral expects the acquisition to accelerate its expansion into next-generation traffic-infrastructure digitalisation, industrial IoT and domestic AI platforms, enhancing synergies with the Group’s existing green-technology, renewable-energy and carbon-neutrality portfolio.

Completion of the transaction is contingent on satisfactory due diligence, execution of definitive documentation and requisite corporate and regulatory approvals. The deal may constitute a notifiable transaction under Hong Kong’s Listing Rules; additional disclosures will be provided as required.