Denox Environmental & Technology Holdings Limited (1452) announced two major agreements dated 11 February 2026, both entered into by its indirect wholly-owned subsidiary, Beijing Denox, with Hainan Botuo. The first is an Exclusivity License Agreement granting Beijing Denox exclusive rights to use the HB DeCO Catalyst Formula for manufacturing HB DeCO Catalysts through 31 December 2028. As part of this arrangement, the Group will pay a RMB8.1 million license fee in three installments over three years. The agreement also grants a pre-emption right to use any newly developed catalyst technology from Hainan Botuo and its research partners.

In parallel, Beijing Denox and Hainan Botuo entered into a Technical Support Framework Agreement, under which Hainan Botuo will provide ongoing technical support through 31 December 2028, including assistance with customized modifications and pilot testing. The annual caps for service and performance fees under this framework are RMB70 million from the effective date to the end of 2026, RMB60 million for 2027, and RMB50 million for 2028. These figures were determined based on expected orders, manufacturing costs, and the anticipated market for HB DeCO Catalysts.

Because Hainan Botuo is wholly owned by the son of Denox Environmental & Technology Holdings’ chairlady, executive director, and controlling Shareholder, the Exclusivity License Agreement is classified as a connected transaction under Listing Rules. Its total consideration falls below HKD10 million, making it subject to reporting and announcement requirements but exempt from circular and independent shareholders’ approval. The continuing connected transaction under the Technical Support Framework Agreement will, however, require approval from independent shareholders in an upcoming extraordinary general meeting. Ms. Zhao and her associates hold approximately 46.63% of the company’s issued shares and will abstain from voting on relevant resolutions.

An independent board committee comprising all independent non-executive directors has been formed to review the Technical Support Framework Agreement and its annual caps. A related circular and notice for the extraordinary general meeting are scheduled for dispatch on or before 9 March 2026. According to announcements, the directors believe these deals are on normal commercial terms, fair and reasonable, and in the best interests of both the company and its shareholders.