Annual Report 2024

C&D Newin Paper & Pulp Corporation Limited " '

2024

ANNUAL REPORT

2 Corporate Information

4 Financial Highlights

5 Chairman's Statement

6 Management Discussion and Analysis

10 Biographies of Directors, Senior Management and Company Secretaries

15 Corporate Governance Report

31 Report of the Directors

45 Environmental, Social and Governance Report

90 Independent Auditor's Report

1. Consolidated Statement of Profit or Loss

2. Consolidated Statement of Other Comprehensive Income

3. Consolidated Statement of Financial Position

101 Consolidated Statement of Changes in Equity

102 Consolidated Statement of Cash Flows

104 Notes to the Consolidated Financial Statements

164 Financial Summary

Mr. Huang Tiansheng (Chief Executive Officer)

Mr. Lin Ruqing

Mr. Zhang Xiaohui (Chairman of the Board)

Mr. Choi Wai Hong, Clifford

Mr. Wong Yiu Kit, Ernest

Mr. Lam John Cheung-wah (resigned on 31 October 2024)

Mr. Zhao Lin

Ms. Hong Ting (appointed on 31 October 2024 and resigned on 28 February 2025)

Ms. Chan Siu Mat (appointed on 28 February 2025)

Mr. Wong Yiu Kit, Ernest (Chairman)

Mr. Choi Wai Hong, Clifford

Mr. Lam John Cheung-wah (resigned on 31 October 2024)

Ms. Hong Ting (appointed on 31 October 2024 and resigned on 28 February 2025)

Ms. Chan Siu Mat (appointed on 28 February 2025)

Mr. Zhao Lin (Chairman)

Mr. Zhang Xiaohui

Mr. Lam John Cheung-wah (resigned on 31 October 2024)

Ms. Hong Ting (appointed on 31 October 2024 and resigned on 28 February 2025)

Ms. Chan Siu Mat (appointed on 28 February 2025)

Mr. Zhao Lin (Chairman)

Mr. Zhang Xiaohui

Mr. Lam John Cheung-wah (resigned on 31 October 2024)

Ms. Hong Ting (appointed on 31 October 2024 and resigned on 28 February 2025)

Ms. Chan Siu Mat (appointed on 28 February 2025)

Dr. Wong Chi Ho, Raymond Ms. Li Jing

Mr. Zhang Xiaohui

Dr. Wong Chi Ho, Raymond

5th Floor, Victoria Place,

31 Victoria Street, Hamilton HM10, Bermuda

Rooms 2306B & 2307,

23rd Floor, West Tower, Shun Tak Centre, No. 168-200, Connaught Road Central, Hong Kong

Appleby Global Corporate Services (Bermuda) Limited Canon's Court, 22 Victoria Street,

PO Box HM 1179, Hamilton HM EX, Bermuda

Boardroom Share Registrars (HK) Limited Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong

Standard Chartered Bank (Hong Kong) Limited Industrial and Commercial Bank of China,

Xuecheng District Sub-branch China Everbright Bank, Xiamen branch

2 C&D NEWIN PAPER & PULP CORPORATION LIMITED

https://www.cndnewin.com

As to Hong Kong law

Seyfarth Shaw

Suites 3701, 3708-3710, 37/F,

Edinburgh Tower, The Landmark,

15 Queen's Road Central, Hong Kong

RSM Hong Kong

Certified Public Accountants 29th Floor, Lee Garden Two 28 Yun Ping Road Causeway Bay

Hong Kong

731

ANNUAL REPORT 2024 3

4 C&D NEWIN PAPER & PULP CORPORATION LIMITED

"I firmly believe that adhering to high-quality development and embracing the spirit of long-termism will guide the industry through this severe downturn, breathing new vitality into this traditional sector."

Dear Shareholders, Partners and Stakeholders,

On behalf of the Board of Directors, I would like to present the annual results of the Company and its subsidiaries (collectively referred to as the "Group") for the year ended 31 December 2024 (the "Year").

In 2024, China's pulp and paper industry struggled under pressures due to insufficient effective demand, high costs and energy control. In the face of the challenges, adhering to the strategy of "enhancing efficiency with technology-driven innovation and reshaping development resilience with management reform", we actively promoted the reform of the Group's entire value chain, facilitating the process optimisation and equipment upgrades to successfully reduce costs. In addition, the Group introduced core management talents and boosted team morale through various initiatives, providing strong talent support for the Company's sustainable development.

In 2025, we will further advance the reform of the entire value chain, with a focus on the swift commissioning of ongoing technical reform and upgrade projects and the rapid implementation of projects that can achieve economies of scale. At the same time, with the deepening reform of the employment system, we insist on the merit-based principle in the Group's human resources practices. In addition, we will leverage on our industry-leading operating system to further optimise our turnaround efficiency and enhance our competitiveness. In terms of raw material supply, we will further refine our procurement channels and establish long-term and stable relationships with suppliers to reduce raw material price risks. Concerning sales, we will further intensify our market development efforts to enhance customer stickiness and industry position.

Reform leads to success amidst adversity. With a more resolute commitment, greater agility in adaptation, and an improved cash flow, we are dedicated to injecting momentum and dynamic into the healthy development of the Company. The Company's controlling shareholder is mainly engaged in the supply chain operations across various sectors. In this regard, the Group will leverage resources and support from its controlling shareholder group, to conduct overall strategic adjustments and proactively expand into areas with new growth for business. It will seize opportunities arising from the overall adjustment of China's industrial chain, capitalising on the business opportunities in overseas markets and the controlling shareholder's resources advantages to develop trading business centred around the pulp and paper industry chain as well as other industries with potential. In addition, as opportunities arise, the Group will explore new revenue streams and enhance its profitability. At the same time, while gradually growing bigger and stronger, the Group is striving for the Company's prosperity and aims to create greater value for its shareholders.

Chairman of the Board

Hong Kong, 26 March 2025

ANNUAL REPORT 2024 5

Despite the difficulties and challenges in 2024, China's overall economy remained stable and continued to progress. Globally speaking, the complicated international environment weakened the momentum of world economic growth, with recurring geopolitical conflicts and intensifying trade protectionism. Domestically, the Company's operations were still under pressure due to insufficient domestic demand and a sluggish market for packaging paper. In active response, the management of the Company adjusted its operating approaches, by adhering to the strategy of "enhancing efficiency with technology-driven innovation and reshaping development resilience with management reform". We strive to promote cost reduction and efficiency enhancement as well as motivation and empowerment in our domestic operations. The Company is actively exploring different markets to enhance its market recognition.

During the Year, the revenue was generated from the manufacturing and selling of paper products of approximately HK$1,331.4 million (for the year ended 31 December 2023: HK$1,372.1 million).

During the Year, the cost of sales was approximately HK$1,344.7 million (for the year ended 31 December 2023: HK$1,392.2 million).

The decrease in gross loss of approximately HK$6.8 million is mainly attributable to the improved unit production costs as a result of the Group's stringent production cost control and marketing efforts to increase the sales volume.

During the Year, the selling expenses was approximately HK$2.5 million (for the year ended 31 December 2023: HK$2.3 million), which was mainly attributable to the increase in staff costs expenses from HK$1.8 million for the year ended 31 December 2023 to HK$2.1 million for the year.

During the Year, the administrative expenses was approximately HK$102.2 million (for the year ended 31 December 2023: HK$109.8 million), which was mainly attributable to staff costs expenses of approximately HK$25.6 million, depreciation and amortization of approximately HK$21.8 million and research and development expenses of approximately HK$41.5 million (for the year ended 31 December 2023: HK$27.7 million, HK$23.4 million and HK$42.3 million respectively).

6 C&D NEWIN PAPER & PULP CORPORATION LIMITED

The Group recorded profit for the Year, which amounted to approximately HK$24.6 million for the Year as compared to loss amounted to approximately HK$128.8 million for the year ended 31 December 2023.

The turnaround from loss to profit during the Year was mainly attributable to the combined effect of the following factors:

1. the significant one-off gain amounted to approximately HK$128.2 million as a result of release of undeclared claims under the debt restructuring of the Group. Details of the debt restructuring of the Group were disclosed in the circular of the Company dated 31 December 2021;

2. an increase in government tax subsidies of approximately HK$33.7 million for the Year, mainly due to the entitlement of the Group to the government tax subsidies policies such as comprehensive utilisation of resources; and

3. a decrease in gross loss of approximately HK$6.8 million as a result of the improved unit production costs due to the Group's stringent production cost control and marketing efforts to increase the sales volume.

As at 31 December 2024, the Group's bank loans and other borrowings were approximately HK$637.1 million, representing an increase of approximately 12.6% as compared with approximately HK$565.9 million as at 31 December 2023.

At 31 December 2024, no asset was pledged as security for the Group's other borrowings (31 December 2023: Nil).

At 31 December 2024, the carrying amount of property, plant and equipment and right-of-use in aggregate of approximately HK$79.0 million (31 December 2023: HK$80.4 million) was pledged as security for the Group's bank borrowings of approximately HK$106.0 million (31 December 2023: HK$55.1 million).

As at 31 December 2024, our gearing ratio remained at 75.0% (31 December 2023: 75.0%). The gearing ratio is calculated by net debt divided by total capital. Net debt is calculated as total borrowings (including current and non-current borrowings) less bank and cash balances. Total capital is calculated as total equity plus net debt.

As at 31 December 2024, our current ratio was 0.59 times as compared with that of 0.70 times as at 31 December 2023. The current ratio is calculated by current assets divided by current liabilities.

As at 31 December 2024, the Group did not have any material contingent liabilities or guarantees (31 December 2023: Nil).

ANNUAL REPORT 2024 7

As at 31 December 2024, we had a total of 735 employees excluding directors (31 December 2023: 769 employees). For the Year, the Group incurred staff costs (excluding directors' remuneration) of approximately HK$76.5 million (for the year ended 31 December 2023: HK$79.1 million).

The Group had no material acquisitions and disposals of subsidiaries, associates and joint ventures during the Year and there is no plan for material investments or capital assets as at the date of this annual report.

There is no plan for material investments or capital assets as at the date of this annual report.

In 2024, due to the insufficient effective demand in China's pulp and paper industry, the Company's operation pressure was intensified. However, considering series of national economic stimulus policies and the overall trend of domestic economic, the broader market remains stable with the long-term positive fundamentals unchanged. In this regard, the management of the Company will continue to strive for industry policy support, accurately grasp product positioning and market positioning and improve product competitiveness to expand our business scale. Internally, we will strictly control production cost, optimise human resource and facilitate technical reform and innovation, so as to maintain the competitiveness of the Company.

The Group is exposed to credit risk in its business operations. The Group's business, financial condition and results of operations may be adversely affected by substantial delays or default in payments by its customers. In order to minimise the credit risk, the management of the Group has delegated a team responsible for setting credit limits, credit approvals and other monitoring procedures. We extend credit to our customers based on a prudent assessment of their financial condition and credit history. The Group will take follow-up actions to recover the overdue debts. The Group also reviews the recoverable amounts of debts at the end of the reporting period to ensure that adequate impairment losses are recognised for irrecoverable amounts.

Details of the credit risk of customers are set out in the note 6(b) to the consolidated financial statements.

To manage liquidity risk, the Group monitors and maintains a level of cash and cash equivalents which is considered by management to be adequate to finance the Group's operations and mitigate the effects of fluctuations in cash flows.

Details of liquidity risk are set out in the note 6(c) to the consolidated financial statements.

8 C&D NEWIN PAPER & PULP CORPORATION LIMITED

The Group's transaction currencies are mainly denominated in Renminbi and Hong Kong dollars. The Group currently does not have a foreign exchange hedging policy. However, the management closely monitors the foreign exchange exposure and the Group will hedge the foreign exchange exposure when it is considered necessary.

Looking ahead to 2025, the Group will work diligently and respond actively to the continual cyclical fluctuations of the paper manufacturing industry in China. The Company's controlling shareholder is mainly engaged in the supply chain operations across various sectors. In this regard, the Group plans to fully leverage resources and support from its controlling shareholder group, to conduct overall strategic adjustments and proactively expand into other new business sectors. Adhering to the strategy of "enhancing efficiency with technology driven innovation and reshaping development resilience with management reform", the Group aims to further optimise its turnaround efficiency and enhance its competitiveness. It will also intensify its global market development efforts, while seizing opportunities arising from the adjustment of China's industrial chain, capitalising on the business opportunities in overseas markets and the controlling shareholder's resource advantages. Its goal is to develop a trading business centred around the pulp and paper industry chain as well as other industries with potential. In addition, as opportunities arise, the Group will explore new revenue streams and enhance its profitability. At the same time, while strengthening efforts on these new businesses, the Group is striving for the Company's prosperity and aims to create greater value for its shareholders.

On 5 March 2025, UPPSD entered into an undertaking agreement with Xiamen C&D Paper & Pulp Group Co., Ltd.* (廈門建發漿紙集團有限公司) ("Xiamen C&D Paper & Pulp"). Xiamen C&D Paper & Pulp will provide continuing financial support in the form of assisting UPPSD to obtain sufficient loans from banks in Mainland China, extending the repayment period for the loan of RMB501,000,000 and offering additional loan if required for the operation of UPPSD.

Subsequent to the reporting period, the Group has further drawn down approximately HK$9,541,000 (equivalent to RMB9,000,000) of the unutilised facilities.

Save as disclosed above, the Group has no significant events occurred from 1 January 2025 to the date of this annual report which require additional disclosures.

ANNUAL REPORT 2024 9

The biographical details of the Directors, senior management and company secretaries are set out below:

Mr. Lin has 17 years of experience in business and management. Mr. Lin joined Xiamen C&D Paper & Pulp in July 2008 and has worked in various business and marketing positions within the group. Since 2021, Mr. Lin is the assistant to the general manager of Xiamen C&D Paper & Pulp and is responsible for the group's paper business management and operations in the Northwestern China division. Mr. Lin obtained a Bachelor's degree in light chemical engineering from Nanjing Forestry University (南京林業大學) in June 2008.

（山東）有限公司) and Shandong Yuantong Renewable Resources Recycling Company Limited* (山東遠通再生資源回收有限公司) ("SDYTRRR"), being wholly-owned subsidiaries of the Company. Mr. Huang is also an executive director of each of Greater Paper Development Limited and Greater Paper (Shenzhen) Paper Limited* (偉紙（深圳）紙業發展有限公司). and a director of Hong Kong Jarfot Paper & Pulp International Trading Co., Limited (香港建福漿紙國際貿易有限公司), being wholly-owned subsidiaries of the Company. He joined the Group on 26 January 2022.

Mr. Huang has over 21 years of experience in managing the supply chain of paper industry. Mr. Huang joined Xiamen C&D Paper & Pulp in August 2002, where he has been responsible for the management of the supply of paper products in Guangdong Province and Zhejiang Province. Mr. Huang was promoted to assistant to the general manager of Xiamen C&D Paper & Pulp in January 2016, deputy general manager of Xiamen C&D Paper & Pulp paper business in January 2021, and latterly general manager of Xiamen C&D Paper & Pulp's paper business in March 2024. He is currently responsible for the operation of Xiamen C&D Paper & Pulp's paper business.

Mr. Huang obtained his bachelor's degree in economics, majoring in international trade, from Hangzhou Business College (杭州商學院) (currently known as Zhejiang Gongshang University (浙江工商大學)) in July 2002.

representative of the Company. Mr. Zhang is also a director of Hong Kong Jarfot Paper & Pulp International Trading Co., Limited (香港建福漿紙國際貿易有限公司) and Xiamen Jianfu Paper & Pulp International Trading Company Limited* (廈門建福漿紙國際貿易有限公司), being wholly-owned subsidiaries of the Company. He joined the Group on 27 September 2023.

Mr. Zhang has over 26 years of management and operations experience. Mr. Zhang joined Xiamen C&D Inc. (廈門建發股份有限公司) ("C&D Inc.") in 1998 as a salesperson and was subsequently promoted to vice general manager of Xiamen C&D Paper & Pulp and was responsible for the management and operations of the pulp business segment of the company. Mr. Zhang was promoted as general manager of Xiamen C&D Paper & Pulp in 2023 and is responsible for the overall management and operations of the company. Currently, Mr. Zhang is also the vice president of Chinese Paper Association* (中國造紙協會) and the vice president of the National Federation of Industry and Commerce Paper Chamber of Commerce* (全國工商聯紙業商會).

Mr. Zhang is currently a non-executive director of China Sunshine Paper Holdings Company Limited, a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (stock code: 2002) from 22 November 2023.

10 C&D NEWIN PAPER & PULP CORPORATION LIMITED

Mr. Choi was appointed as an independent non-executive Director on 16 July 2020. On 21 May 2021, Mr. Choi was re-designated as an executive Director. He was subsequently re-designated from an executive Director to a non-executive Director with effect from 26 January 2022.

Mr. Choi obtained a Bachelor of Arts degree in Economic and Social Studies from The University of Manchester (formerly known as: The Victoria University of Manchester), United Kingdom, in 1982. Mr. Choi is a member of each of (i) The Hong Kong Institute of Certified Public Accountants; (ii) The Institute of Chartered Accountants in England and Wales; (iii) The Association of Chartered Certified Accountants; (iv) The Taxation Institute of Hong Kong; and (v) a Certified ESG Planner of the International Chamber of Sustainable Development.

Mr. Choi joined Pricewaterhouse (currently known as PricewaterhouseCoopers) in Hong Kong since January 1983 and departed in July 1992 with his last position as manager. He was subsequently a general manager in DCH MSC (China) Limited, NHK Distribution Company Limited and Porsche Centre Hangzhou from July 1992 to June 1999, July 1999 to December 2003 and January 2004 to August 2012, respectively. He then joined Princess Yacht Southern China Limited as a chief executive officer from September 2012 to November 2012 and later on as a director in the NHK Yacht Services division of NHK Distribution Company Limited from December 2012 to August 2017. Mr. Choi then joined Beijing Glory Star Centre Automotive Sales and Service Company Limited (北京極光星徽汽車銷售服務有限公司) as its general manager from September 2017 to January 2018. He re-joined NHK Distribution Company Limited since 2018 and currently serves as its director.

Mr. Choi served as an executive director and an authorised representative of Arta TechFin Corporation Limited (formerly known as Freeman FinTech Corporation Limited), a company listed on the Main Board of the Stock Exchange (stock code: 279) from 19 November 2020 to 29 October 2021, and also served as a non-executive director of Silk Road Logistics Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 988) from 4 June 2021 to 14 December 2021. Mr. Choi served as an independent non-executive director of Bolina Holding Co., Ltd (former stock code: 1190), which was incorporated in the Cayman Islands with limited liability and was delisted from the Main Board of the Stock Exchange on 10 March 2021, from 29 January 2021 to 10 March 2021. Mr. Choi also served as an independent non-executive director of South Shore Holdings Limited (former stock code: 577), which was incorporated in Bermuda with limited liability and was delisted from the Main Board of the Stock Exchange on 9 February 2023, from 18 May 2021 to 30 June 2023; an independent non-executive director of DreamEast Group Limited, a company listed on the Main Board of the Stock Exchange (stock code: 593) from 10 December 2021 to 15 January 2024, an independent non-executive director of EcoGreen International Group Limited, a company listed on the Main Board of the Stock Exchange (former stock code: 2341), which was incorporated in the Cayman Islands with limited liability and was delisted from the Main Board of the Stock Exchange on 17 July 2024, from 8 November 2022 to 17 January 2024 and an independent non-executive director of Jiayuan International Group Limited, a company listed on the Main Board of the Stock Exchange (former stock code: 2768), which was incorporated in the Cayman Islands with limited liability and was delisted from the Main Board of the Stock Exchange on 29 October 2024, from 3 June 2024 to 11 December 2024. Mr. Choi was a non-executive director and an authorised representative of Xinming China Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 2699) from 16 April 2021 and 25 November 2021, respectively, until 25 February 2025.

Mr. Choi was an executive director of China Evergrande New Energy Vehicle Group Limited, a company listed on the Main Board of the Stock Exchange (stock code: 708) since 5 August 2024 and an independent non-executive director of Aidigong Maternal & Child Health Limited, a company listed on the Main Board of the Stock Exchange (stock code: 286) since 6 March 2025. Since 27 March 2025, Mr. Choi is also an independent non-executive director of Greatview Aseptic Packaging Company Limited, a company listed on the Main Board of the Stock Exchange (stock code: 468).

ANNUAL REPORT 2024 11

management independently and providing independent advice to the Board.

Mr. Wong has accumulated over 22 years of experience in venture capital, corporate finance and management. He was the vice president of Vertex Management (HK), an international venture capital firm in Singapore, from July 2000 to October 2002. He worked at Hong Kong Applied Science and Technology Research Institute Company Limited from November 2002 to April 2008, where he last served as the chief financial officer. He was an executive director of Adamas Finance Asia Limited (formerly known as China Private Equity Investment Holdings Limited) ("Adamas Finance"), a company whose shares are listed on the London Stock Exchange (stock code: ADAM) and the Frankfurt Stock Exchange (stock code: 1CP1), from May 2008 to February 2014 and a non-executive director of Adamas Finance from February 2014 to June 2019. From October 2014 to August 2019, he worked for KVB Kunlun Financial Group Limited (now known as CLSA Premium Limited) ("Kunlun Financial"), a company whose shares are listed on the Main Board of the Stock Exchange (stock code: 6877), as the chief financial officer and the company secretary. During the period from May 2018 to August 2019, he was concurrently an executive director of Kunlun Financial. He is currently the president and the group chief financial officer of KVB Holdings Limited.

From 20 October 2011 to 30 June 2022, he was an independent non-executive director of RENHENG Enterprise Holdings Limited, a company whose shares are listed on the Main Board of the Stock Exchange (stock code: 3628). From 19 February 2021 to 25 July 2024, he was an independent non-executive director of FEG Holdings Corporation Limited (formerly known as: Kwong Luen Engineering Holdings Limited), a company whose shares are listed on the Main Board of the Stock Exchange (stock code: 1413). Mr. Wong served as an independent non-executive director of Goldstone Investment Group Limited, a company which was incorporated in the Cayman Islands with limited liability and was delisted from the Main Board of the Stock Exchange on 4 November 2024, from 1 December 2020 to 4 November 2024. From 20 September 2017 to 6 March 2025, Mr. Wong was an independent non-executive director Aidigong Maternal & Child Health Limited, a company whose shares are listed on the Main Board of the Stock Exchange (stock code: 286).

He is currently an independent non-executive director of each of Progressive Path Group Holdings Limited, a company whose shares are listed on the Main Board of the Stock Exchange (stock code: 1581).

Mr. Wong obtained a bachelor's degree in business administration from The University of Hong Kong in 1991, a master's degree of science in investment management from The Hong Kong University of Science and Technology in 1998, a master's degree of science in electronic engineering from The Chinese University of Hong Kong in 2008, and a master's degree in management from Saïd Business School of Oxford in 2020.

Mr. Wong was admitted as a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. He was admitted as a chartered financial analyst of the Institute of Chartered Financial Analysts and an associate member of the Institute of Chartered Accountants in England and Wales. He is also acting as the court member of The University of Hong Kong, the global court member of the Association of Chartered Certified Accountants, the immediate past chairman of the Hong Kong Committee of Association of Chartered Certified Accountants, the former president of the Hong Kong University Graduates Association, the former deputy chairman of the HKU Convocation, and a former executive director of the CFA Hong Kong.

12 C&D NEWIN PAPER & PULP CORPORATION LIMITED

She obtained a bachelor's degree of business administration in accounting from City University of Hong Kong in 2006 and she is a member of The Hong Kong Institute of Certified Public Accountants since 2009.

Ms. Chan has over 18 years of experience in auditing, accounting and company secretarial fields. She was the chief financial officer of Weiye Holdings Limited ("Weiye Holdings", a company listed on Main Board of the Stock Exchange, stock code: 1570). Ms. Chan has worked as a manager of Deloitte Touche Tohmatsu from September 2006 to January 2012, a finance manager, a company secretary and an authorized representative of Kong Sun Holdings Limited (a company listed on Main Board of the Stock Exchange, stock code: 295) from April 2012 to April 2014, a finance manager and a company secretary of Wen Wei (Hong Kong) Investment Group Company Limited from April 2014 to March 2018 and a financial controller of Weiye Holdings from March 2018 to November 2022.

Since November 2024, Ms. Chan is the independent non-executive director of RMH Holdings Limited (a company listed on the GEM of the Stock Exchange, stock code: 8437).

Mr. Zhao has over 38 years of experience in the paper and pulp manufacturing industry. In 1985, he joined Yibin Paper Industry Co., Ltd. (宜賓紙業股份有限公司), a company whose shares are listed on the Shanghai Stock Exchange (stock code: 600793) as an assistant engineer, where he last served as the general manager and vice-chairman. From 2004 to 2021, Mr. Zhao worked for Sichuan Youfun Paper Group (四川永豐紙業集團), where he successively served as the general manager of Sichuan Yongfeng Plasm Paper Co., Ltd. (四川永豐漿紙股份有限公司), and the general manager and chairman of the board of Luzhou Yongfeng County Pulp & Paper Co., Ltd. (瀘州永豐漿紙有限責任公司). Currently, Mr. Zhao is the consultant of Taison Technology (Group) Co., Ltd. (泰盛科技（集團）股份有限公司).

Mr. Zhao obtained a bachelor degree of engineering from the Shanxi University of Science & Technology (陝西科技大學) (formerly known as North West Light Industry College (西北輕工業學院)) in 1985, where he majored in pulp and paper manufacturing. Mr. Zhao obtained the professorate senior engineer qualification in 2013. He became a member of China Technical Association of Paper Industry (中國造紙學會) and China Paper Association (中國造紙協會) in 1987 and 1988, respectively. He was also a member of the Chinese People's Political Consultative Conference Sichuan Committee (中國人民政治協商會議四川省委員會). Currently, he is an expert committee member and council member in China Paper Association (中國造紙協會).

ANNUAL REPORT 2024 13

Dr. Wong graduated from Imperial College London with a Bachelor of Engineering degree in Electrical and Electronic Engineering in August 1994. He also obtained a Master of Arts degree in Law from City, University of London in March 2000, a Master of Laws degree in Chinese Law from The University of Hong Kong in December 2003 and a Doctor of Laws degree in Economic Law from East China University of Political Science and Law in December 2019.

Ms. Li Jing (李晶), aged 38, is a joint company secretary of the Company. Ms. Li joined Xiamen C&D Paper & Pulp in July 2011 and she is currently working in the corporate development department (formerly known as the investment management department) of Xiamen C&D Paper & Pulp. Ms. Li obtained a bachelor of engineering degree in machine design, manufacturing and automation from Jimei University (集美大學) in July 2009. She then obtained a master of science degree in industrial engineering from the Oregon State University in June 2011. In June 2021, Ms. Li finished all the courses for a master of business administration degree provided by Xiamen University (廈門大學). Ms. Li obtained the intermediate qualification in business administration in December 2013.

14 C&D NEWIN PAPER & PULP CORPORATION LIMITED

The Company is committed to maintaining and promoting high corporate governance standards. The Board believes that high corporate governance standards are important for the long-term success and sustainability of the Group's business, enhancing corporate value, transparency and accountability as well as protecting the interests of the Shareholders.

The Company has adopted the principles and code provisions as set out in the Corporate Governance Code (the "CG Code") in Appendix C1 to the Listing Rules. None of the Directors is aware of any information which would reasonably indicate that the Company is not, or was not, throughout the year ended 31 December 2024, in compliance with the Listing Rules and the code provisions (the "Code Provision(s)") under the CG Code. The major corporate governance principles and practices of the Company are summarised as below.

The Board will continue to enhance its corporate governance practices appropriate to the conduct and growth of its business and to review such practices from time to time to ensure they comply with statutory and professional standards and align with the latest development.

The Board oversees the Group's businesses, strategic decisions and financial performance. It leads and provides direction to management by laying down strategies and overseeing the implementation by management.

The executive Directors, chief executive and senior management are delegated the authority and responsibilities by the Board for the day-to-day management and operation of the Group. The delegated functions and responsibilities are periodically reviewed by the Board to ensure that they remain appropriate. Approval has to be obtained from the Board prior to any significant transactions entered into by the aforesaid officers on behalf of the Group.

The Board has also established three Board committees, namely the Audit Committee, the Remuneration Committee and the Nomination Committee, to oversee particular aspects of the Company's affairs. The Board has delegated to the Board committees responsibilities as set out in their respective terms of reference. All Board committees are provided with sufficient resources to perform their duties.

All Directors have brought extensive experience, knowledge and professionalism to the Board for its efficient and effective functioning. They have full and timely access to all information of the Company, and may upon request seek independent professional advice where appropriate at the Group's expenses for discharging their duties to the Company. The Board regularly reviews the contribution required from a Director to perform his/her responsibilities to the Company, and whether the Director is devoting sufficient time and attention performing them. The Company has also arranged insurance coverage on Directors' and officers' liabilities in respect of any legal action taken against them arising out of corporate activities. The directors and officers liability insurance coverage would be reviewed on an annual basis.

The Board reserves for its discretion on matters affecting the Group's overall strategic policies and finances including financial statements, dividend policy, significant changes in accounting policy, material contracts and major investments.

ANNUAL REPORT 2024 15

The Board currently comprises seven Directors, of which two are executive Directors, two are non-executive Directors and three are independent non-executive Directors. The members of the Board are listed as follows:

Executive Directors

Mr. Huang Tiansheng (chief executive officer)

Mr. Lin Ruqing

Non-executive Directors

Mr. Zhang Xiaohui (chairman of the Board)

Mr. Choi Wai Hong, Clifford

Independent non-executive Directors

Mr. Wong Yiu Kit, Ernest

Mr. Lam John Cheung-wah (resigned on 31 October 2024)

Mr. Zhao Lin

Ms. Hong Ting (appointed on 31 October 2024 and resigned on 28 February 2025)

Ms. Chan Siu Mat (appointed on 28 February 2025)

The list of Directors and their roles and functions is disclosed on the websites of the Company and the Stock Exchange by the Company from time to time pursuant to the Listing Rules. The independent non-executive Directors are also identified in all corporate communications that disclose the names of Directors pursuant to Code Provision B.1.1. The biographies of the Directors are set out in the section headed "Biographies of Directors, senior management and company secretaries" in this annual report.

To the best of the Directors' knowledge, information and belief, save as disclosed in this annual report, there is no relationship (including financial, business, family or other material/relevant relationship(s)), if any, between Board members and in particular, between the chairman and the chief executive.

Ms. Chan Siu Mat, on 28 February 2025, obtained the legal opinion referred to in Rule 3.09D of the Listing Rules, and became aware of all the requirements of the Listing Rules applicable to her as directors of listed issuers, as well as the possible consequences of making a false statement or providing false information to the Stock Exchange. She confirmed that she was aware of her responsibilities as directors of listed issuers.

Code Provision C.2.1 provides that the roles of chairman and chief executive should be separate and should not be performed by the same individual.

The position of chairman has been held by Mr. Zhang Xiaohui and chief executive officer has been held by Mr. Huang Tiansheng, which is in compliance with the Code Provision.

16 C&D NEWIN PAPER & PULP CORPORATION LIMITED

The Board has met the requirements of the Listing Rules regarding the appointment of at least three independent non-executive Directors representing at least one-third of the Board, with at least one of whom possessing appropriate professional qualifications or accounting or related financial management expertise during the Period.

The Company has received written annual confirmation from each of the independent non-executive Directors in respect of his independence in accordance with the independence guidelines set out in Rule 3.13 of the Listing Rules. The Company considers that all independent non-executive Directors are independent.

In order to ensure independent views and input are available to the Board, the following mechanisms, among other things, have been established.

The Board ensures the appointment of at least three independent non-executive Directors and at least one-third of its members being independent non-executive Directors (or such higher threshold as may be required by the Listing Rules from time to time). Independent non-executive Directors are also appointed to Board committees as required under the Listing Rules and as far as practicable to ensure independent views and input are available.

The Nomination Committee strictly adheres to the independence assessment criteria as set out in the Listing Rules with regard to the nomination and appointment of independent non-executive Directors. The Board also requires each independent non-executive Director to provide written confirmation as to the factors affecting their independence provided under the Listing Rules every year.

The chairman of the Board meets with the independent non-executive Directors regularly without the presence of the other Directors.

In addition, the Directors may seek advice from external independent professional advisors at the Company's expense to perform their duties.

The Board reviewed the aforementioned mechanisms and considered that the same was implemented and effective for the year ended 31 December 2024.

All Directors hold office subject to provision of retirement and rotation of directors under the bye-laws of the Company ("Bye-Laws").

Pursuant to Bye-Law 99, subject to the manner of retirement by rotation of Directors as from time to time prescribed under the Listing Rules, at each annual general meeting ("AGM"), one-third of the Directors for the time being (of if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Any Director appointed pursuant to Bye-Law 91 shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation. Bye-Law 91 provides that the Directors may appoint any person to be a Director as an additional Director or to fill a casual vacancy but so that the maximum number of Directors so appointed shall not exceed the number determined from time to time by the members in general meeting. Any Directors so appointed shall hold office only until the first AGM of the Company after his appointment, and shall then be eligible for re-election.

ANNUAL REPORT 2024 17

Pursuant to the Bye-Laws, Ms. Chan Siu Mat, Mr. Lin Ruqing, Mr. Wong Yiu Kit, Ernest and Mr. Zhao Lin shall retire at the upcoming AGM of the Company. All the said Directors are eligible for re-election and have indicated that they will offer themselves for re-election at the upcoming AGM of the Company. The Board and the Nomination Committee recommended the re-appointment of said Directors standing for re-election at the upcoming AGM. For further details, please refer to the circular of the Company, which shall be despatched together with this annual report.

For the year ended 31 December 2024, the Board performed, by means of meetings and/or written resolutions, the following major duties, among other things:

1. discussed and approved the overall strategies and policies of the Company;

2. reviewed and approved the unaudited interim results of the Group for the six months ended 30 June 2024;

3. reviewed and approved the audited annual results of the Group for the year ended 31 December 2023; and

4. reviewed the risk management and internal control systems of the Group.

Directors shall keep abreast of the latest developments in areas, including laws and regulations, the Listing Rules, as well as industry-specific and innovative changes in order to effectively perform their responsibilities and to ensure that their contribution to the Board remains informed and relevant.

Every newly appointed Director has received a formal and comprehensive induction on the first occasion of his/her appointment to ensure appropriate understanding of the business and operations of the Company and full awareness of Director's responsibilities and obligations under the Listing Rules and relevant regulatory requirements. Such induction is supplemented by visit(s) to the key place(s) of business of the Group and meetings with senior management of the Company, where appropriate.

Pursuant to Code Provision C.1.4, all Directors should participate in continuous professional development to develop and refresh their knowledge and skills. The existing Directors are continually updated with legal and regulatory developments as well as the business and market changes to refresh their knowledge and skills and to facilitate the discharge of their responsibilities. The Company arranges continuous professional development trainings and provides reading materials on relevant topics for Directors whenever necessary at the Company's expenses.

18 C&D NEWIN PAPER & PULP CORPORATION LIMITED

The existing and former Directors' continuous professional records of training relevant to (i) the Company's industry, strategies and business, (ii) director's duties and/or corporate governance, (iii) financial reporting and risk management, and/or (iv) legislative and regulatory compliance for the year ended 31 December 2024 are summarised as follows:

1. Mr. Lam John Cheung-wah resigned his position as independent non-executive Director with effect from 31 October 2024.

2. Ms. Hong Ting was appointed as independent non-executive Director with effect from 31 October 2024 and resigned as independent non-executive Director with effect from 28 February 2025.

3. Ms. Chan Siu Mat was appointed as independent non-executive Director with effect from 28 February 2025.

   ANNUAL REPORT 2024 19

   
   
   Corporate Governance Report Board Committees

   The Board has established three committees, namely the Audit Committee, the Remuneration Committee and the Nomination Committee, for overseeing particular aspects of the Company's affairs. Each committee has been delegated responsibilities and reports back to the Board. The roles and functions of these committees are set out in their respective terms of reference, which are available at the websites of the Company and the Stock Exchange. The terms of reference of each of these committees will be revised from time to time to ensure that they continue to meet the needs of the Company and to ensure compliance with the CG Code where applicable.

   Audit Committee

   The Audit Committee has been established with written terms of reference in compliance with Rule 3.21 of the Listing Rules and the CG Code.

   The Audit Committee currently comprised three members, including one non-executive Director and two independent non-executive Directors, namely Mr. Choi Wai Hong, Clifford, Mr. Wong Yiu Kit, Ernest and Ms. Chan Siu Mat. Mr. Wong Yiu Kit, Ernest, who possessed the appropriate professional qualification or accounting or related financial management expertise as required under Rule 3.10(2) of the Listing Rules, is the chairman of the Audit Committee.

   The terms of reference of the Audit Committee are of no less exacting terms than those set out in the CG Code. The main duties of the Audit Committee include (i) monitoring the integrity of the financial statements, (ii) reviewing the effectiveness of internal controls, risk management systems, scope of audit and arrangements for employees of the Company to raise concerns about possible wrongdoing in financial reporting or other matters,

   (iii) considering and making recommendations to the Board in relation to the appointment of external auditor, and approving the remuneration and terms of engagement of external auditor, and (iv) making recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

   During the year ended 31 December 2024, the Audit Committee held two (2) meetings and performed the following major duties, among other things:

   1. reviewed and approved the audited annual results of the Group for the year ended 31 December 2023;

   2. reviewed the interim report for the six months ended 30 June 2024, the unaudited interim results of the Group for the six months ended 30 June 2024 and relevant accounting principles and practices adopted by the Group;

   3. discussed matters with respect to effectiveness of the Company's financial reporting system, the system of internal control in operation, risk management system and associated procedures within the Group with senior management members and external auditor;

   4. reviewed the risk management and internal control systems of the Group;

   5. reviewed the status of compliance with the CG Code, the Listing Rules and relevant laws by the Group.

The Audit Committee considers that the final financial results for the year ended 31 December 2024 are in compliance with the relevant accounting standards, rules and regulations, and appropriate disclosures have been duly made.

20 C&D NEWIN PAPER & PULP CORPORATION LIMITED

The Audit Committee also met the external auditors twice without the presence of the executive Directors to discuss audit and financial reporting matters. The Audit Committee is satisfied with the independence and engagement of the external auditor, RSM Hong Kong, and has recommended its re-appointment.

The Remuneration Committee has been established with written terms of reference in compliance with Rule 3.25 of the Listing Rules and the CG Code.

The Remuneration Committee currently comprises three members, including one non-executive Director and two independent non-executive Directors, namely Mr. Zhang Xiaohui, Mr. Zhao Lin and Ms. Chan Siu Mat. Mr. Zhao Lin remains as the chairman of the Remuneration Committee.

The terms of reference of the Remuneration Committee are of no less exacting terms than those set out in the CG Code. The primary functions of the Remuneration Committee include (i) making recommendations to the Board on the remuneration packages of individual executive Directors and senior management as well as the remuneration of non-executive Directors, and (ii) reviewing the ongoing appropriateness of the remuneration policy.

During the year ended 31 December 2024, the Remuneration Committee held one (1) meeting and performed the following major duties, among other things, (i) reviewing and determining the policy for the remuneration of executive Directors, (ii) assessing performance of executive Directors, (iii) reviewing and/or approving the terms of executive Directors' service contracts, (iv) reviewing the remuneration packages of the Directors and senior management, and (v) reviewing the share option scheme of the Company.

The emoluments paid or payable to the Directors during the year ended 31 December 2024 are set out in Note 15(a) to the consolidated financial statements in this annual report.

Pursuant to Code Provision E.1.5, the remuneration payable to members of senior management (including Directors) by band for the year ended 31 December 2024 is set out as follows:

HK$0 to HK$250,000 9

For further details of the remuneration for the year ended 31 December 2024, please refer to Note 14 to the consolidated financial statements contained in this annual report.

The Nomination Committee has been established with written terms of reference in compliance with the CG Code.

The Nomination Committee currently comprises three members, including one non-executive Director and two independent non-executive Directors, namely Mr. Zhang Xiaohui, Mr. Zhao Lin and Ms. Chan Siu Mat. Mr. Zhao Lin remains as the chairman of the Nomination Committee.

ANNUAL REPORT 2024 21

The terms of reference of the Nomination Committee are of no less exacting terms than those set out in the CG Code. The principal duties of the Nomination Committee include (i) reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and making recommendations to the Board regarding any proposed changes to complement the Company's corporate strategy, (ii) identifying individuals suitably qualified to become Board members and selecting or making recommendations to the Board on the selection of individuals nominated for directorships, (iii) making recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors (in particular the chairman and the chief executive officer), and (iv) assessing the independence of independent non-executive Directors.

During the year ended 31 December 2024, the Nomination Committee held one (1) meeting, and performed the following major duties, among other things, (i) reviewing the structure, size and composition of the Board, (ii) making recommendations to the Board on the re-appointment of Directors, (iii) assessing the independence of the independent non-executive Directors, and (iv) reviewing and/or determining the nomination policy and board diversity policy. The Nomination Committee considered an appropriate balance of diversity perspectives of the Board is maintained.

The procedures for the appointment, re-election and removal of directors are set out in the Bye-Laws.

The Company's remuneration policy is primarily based on (i) the responsibilities of the role, (ii) the skills, knowledge and experience of the individual, (iii) the time commitment required of the role, (iv) the prevailing market rate of companies of comparable size and/or business, and (v) the performance of the Group and individuals concerned. It is subject to periodic review to ensure that the Company offers rewards that secure and retain high calibre individuals.

The Company has adopted the board diversity policy as the Board believes that increasing diversity at the Board level is an important part of achieving its strategic objectives, improving its decision-making and will ultimately benefit the Shareholders and the Company's other stakeholders. The board diversity policy sets out the basic principles to be followed to ensure that the Board has the appropriate balance of skills, experience, knowledge and diversity of perspectives necessary to enhance the effectiveness of the Board and to maintain high standards of corporate governance.

On gender diversity, the Board has one female Director on the Board and has a goal to have not less than 20% female representation on the Board and, over time, will expect female representation to increase further. It is recognised that periods of change in Board composition may result in temporary periods when such objective is not achieved.

The Board currently consists of six male Directors and one female Director with a balanced mix of knowledge and skills.

22 C&D NEWIN PAPER & PULP CORPORATION LIMITED

The Board also recognises the importance of diversity at the workforce level. As at 31 December 2024, the gender ratio in the workforce (including senior management) was approximately 27.5 males to 10 females. The Company aims to achieve a more balanced gender ratio in the workforce next year.

The Company has also adopted the nomination policy, which sets out the nomination procedures for selecting candidates for election as Directors and is administered by the Nomination Committee.

Evaluation and selection of Board candidates shall be based on factors, including but not limited to skills, experience and expertise, integrity as well as board diversity.

Selection and recommendation of candidates will be based on the nomination procedures and the process and criteria adopted by the Nomination Committee and a number of perspectives, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. The ultimate decision is based on merit and contribution that the selected candidates will bring to the Board.

The Nomination Committee shall review the board diversity policy and the nomination policy and the measurable objectives from time to time as appropriate to ensure the effectiveness of such policies. The Nomination Committee will discuss any revisions to the board diversity policy and/or the nomination policy that may be required and make recommendations to the Board for approval, when appropriate.

The Board is responsible for performing the functions set out in the Code Provision A.2.1.

During the year ended 31 December 2024, the Board reviewed the Company's policies and practices on compliance with legal and regulatory requirements, training and continuous professional development of Directors and senior management, the corporate governance policies and practices, the compliance of the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules, the Company's compliance with the CG Code and the disclosure in this Corporate Governance Report.

During the year ended 31 December 2024, the Company held two (2) Board meetings, two (2) Audit Committee meetings, one (1) Remuneration Committee meeting, one (1) Nomination Committee meeting and two (2) general meetings.

Code Provision C.5.1 provides that Board meetings are to be convened regularly with at least four times a year, and at approximately quarterly intervals with active participation of majority of the Directors, either in person or through electronic means of communication.

ANNUAL REPORT 2024 23

During the year ended 31 December 2024, the Board convened a total of two Board meetings based on the needs of the operations and business development of the Group, instead of holding at least four regular board meetings during the Year as required under code provision C.5.1 of the Code. Each Board meeting had been arranged to discuss multiple topics and resolutions. During the year ended 31 December 2024, the Directors were provided with all relevant information on an ongoing basis to enable them to stay informed of the Group's development progress and to make swift decisions as required. The Company will consider holding more regular Board meetings in the coming year to comply with the requirements under the said code provision.

The attendance records of each Director at the aforesaid meetings of the Company held during the year ended 31 December 2024 are set out below:

1. Mr. Lam John Cheung-wah resigned from his position as independent non-executive Director with effect from 31 October 2024.

2. Ms. Hong Ting was appointed as independent non-executive Director with effect from 31 October 2024 and resigned with effect from 28 February 2025.

3. Ms. Chan Siu Mat was appointed as independent non-executive Director with effect from 28 February 2025.

Apart from the above meetings, the chairman of the Board has held at least one meeting with independent non-executive Directors during the year ended 31 December 2024 without the presence of other Directors.

24 C&D NEWIN PAPER & PULP CORPORATION LIMITED

The Company has adopted the Code Provisions of the CG Code that notices of at least 14 days will be given for all regular Board meetings to provide all Directors with an opportunity to attend and include matters in the agenda for a regular meeting. For other Board and Board committee meetings, reasonable notice will be given.

An agenda, accompanying Board papers and all appropriate, complete and reliable information are sent to all Directors, in a timely manner, at least three days before intended date of each Board meeting or committee meeting to keep the Directors apprised of the latest developments and financial position of the Company, to facilitate the discharge of their duties and to enable them to make informed assessment and decisions. The Board and each Director also have separate and independent access to the senior management whenever necessary.

The senior management attends all regular Board meetings and where necessary, other Board and committee meetings to advise on business developments, financial and accounting matters, statutory and regulatory compliance, corporate governance and other major aspects of the Company.

The joint company secretaries are responsible for taking and keeping minutes of all Board meetings and committee meetings. Draft and final versions of minutes of the meetings are sent to all Directors for their comment and records within a reasonable time after the meeting.

The Bye-Laws contain provisions requiring Directors not to vote or be counted in the quorum on any resolution of the Directors approving any contract, arrangement or other proposal in which he/she or any of his/her associates has a material interest.

The Board is responsible for the risk management and internal control systems and reviewing their effectiveness at least once a year, in order to protect the Shareholders' investments and the Company's assets. The systems are designed to manage rather than eliminate the risk of failure to achieve the Company's business objectives, and can only provide reasonable but not absolute assurance against material misstatement or loss.

The Board has the overall responsibility for evaluating and determining the nature and extent of the risks it is willing to take in achieving the Company's strategic objectives, and establishing and maintaining appropriate and effective risk management and internal control systems. The Audit Committee assists the Board in leading the management and overseeing the design, implementation and monitoring of the risk management and internal control systems. The Company recognises the importance of establishing and continually improving its risk management and internal control systems.

Having regard to the size and scale of operations, the Group currently has no internal audit function. The Company has engaged an external independent consultant to facilitate the discharge of establishing and maintaining an internal audit function for the Group. The external independent consultant has assisted the Audit Committee and the Board in carrying out an independent review on the adequacy and effectiveness of the risk management and internal control systems of the Group for the year ended 31 December 2024.

ANNUAL REPORT 2024 25

Having reviewed the risk management and internal control systems, including the financial, operational and compliance controls, the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company's accounting and financial reporting functions as well as those relating to the Company's ESG performance and reporting for the year ended 31 December 2024, the Audit Committee and the Board were not aware of any significant incidence of failure in connection with financial, operational and compliance control or material non-compliance for the year ended 31 December 2024. Based on the above, the Company considered its risk management and internal control systems effective and adequate.

The Company has adopted arrangement to facilitate employees and external parties who deal with the Company to raise concerns, in confidence and anonymity, about actual or suspected misconduct or malpractice in the Company.

The Audit Committee shall review the whistleblowing mechanism regularly to improve its effectiveness and employee confidence in the process and to encourage a culture of openness.

The Company is aware of and strictly complies with the requirements of the currently applicable laws, regulations and guidelines, including the obligations to disclose inside information under the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) (the "SFO") and the Listing Rules, and the Guidelines on Disclosure of Inside Information issued by the Securities and Futures Commission, at the time when the relevant businesses are transacted. The Group has established the authority and accountability, as well as the handling and dissemination procedures in relation to inside information, and has communicated to all relevant personnel and provided them with specific trainings in respect of the implementation of the continuous disclosure policy.

The Board considers that the Company's handling and dissemination procedures and measures in relation to inside information are effective.

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix C3 to the Listing Rules as its own code of conduct regarding the Directors' dealings in the Company's securities. Specific enquiries have been made to all Directors and all Directors have confirmed that they have complied with the Model Code throughout the year ended 31 December 2024.

The Company's employees, who are likely to be in possession of unpublished inside information of the Company, are also subject to the Model Code.

26 C&D NEWIN PAPER & PULP CORPORATION LIMITED

The Directors acknowledge their responsibilities for preparing the financial statements of the Company for the year ended 31 December 2024.

The Board is responsible for presenting a balanced, clear and understandable assessment of annual and interim reports, inside information announcements and other disclosures required under the Listing Rules and other regulatory requirements.

The senior management has provided to the Board necessary explanation and information to enable the Board to carry out an informed assessment of the Company's financial information and position, which are put forward to the Board for approval.

The Directors are not aware of any material uncertainties relating to events or conditions that may cast significant doubt upon the Company's ability to continue as a going concern.

The statement of the independent auditor of the Company about their reporting responsibilities on the Company's consolidated financial statements for the year ended 31 December 2024 is set out in the section headed "Independent Auditor's Report" in this annual report.

Special general meeting of the Company was held on 25 August 2021, during which the ordinary resolution to appoint RSM Hong Kong as the auditor of the Company was duly passed by the Shareholders by way of poll. RSM Hong Kong has been re-appointed as the auditor of the Company with effect from 20 May 2024.

The total fee paid/payable to the external auditor of the Company, RSM Hong Kong, for the year ended 31 December 2024 is set out below:

HK$'000

Audit services

- audit fee for the year ended 31 December 2024 1,030

Non-audit services for the year ended 31 December 2024 20

Rule 3.05 of the Listing Rules stipulated that every listed issuer shall appoint two authorised representatives who shall act at all times as the listed issuer's principal channel of communication with the Stock Exchange.

Mr. Zhang Xiaohui and Dr. Wong Chi Ho, Raymond have been appointed as the authorised representatives of the Company with effect from 27 September 2023 and 26 January 2022, respectively. For further details, please see the announcement of the Company dated 27 September 2023 and 26 January 2022, respectively.

ANNUAL REPORT 2024 27

Dr. Wong Chi Ho, Raymond and Ms. Li Jing have been appointed as the joint company secretaries of the Company with effect from 26 January 2022. For the biographies of Dr. Wong Chi Ho, Raymond and Ms. Li Jing, please refer to the section headed "Biographies of Directors, senior management and company secretaries" in this annual report.

Dr. Wong Chi Ho, Raymond is responsible for advising the Board on corporate governance matters and ensuring that the Company's policies and procedures, as well as the applicable laws, rules and regulations are complied with. He has assisted on the company secretarial matters of the Company and has closely communicated with Mr. Lin Henghui, the current chief financial officer and primary corporate contact person of the Company.

During the year ended 31 December 2024, each of Dr. Wong Chi Ho, Raymond and Ms. Li Jing has taken no less than 15 hours of relevant professional training.

The Company recognises the importance of effective communication with the Shareholders and has adopted a shareholders' communication policy for enhancing investor relations and investors' understanding of the Group's business, performance and strategies. The Board also considers that transparency and timely disclosure of its corporate information are crucial to enable the Shareholders and investors to make informed investment decisions.

General meetings of the Company provide a platform for communication between the Directors, senior management and the Shareholders. Directors and senior management of the Company are available to answer enquiries raised by the Shareholders at such meetings. The external auditor of the Company is also invited to attend the AGMs of the Company to answer questions about the conduct of audit, the preparation and content of the auditor's report, the accounting policies and auditor's independence.

During the year ended 31 December 2023, the Company held an AGM on 20 May 2024. Notice of the meeting was sent to the Shareholders on 26 April 2024.

On 20 May 2024, the executive Directors, namely Mr. Lin Ruqing and Mr. Huang Tiansheng; the non-executive Directors, namely Mr. Zhang Xiaohui (being the chairman of the Board) and Mr. Choi Wai Hong, Clifford; and the independent non-executive Directors, namely Mr. Wong Yiu Kit, Ernest (being the chairman of the Audit Committee), Mr. Lam John Cheung-wah and Mr. Zhao Lin (being the chairman of the Remuneration Committee and the Nomination Committee); and a representative of the external auditor attended the AGM and were available to respond to questions raised by the Shareholders.

The Company maintains a website at https://www.cndnewin.com where information on the Company's announcements, financial information and other information are available for public access.

28 C&D NEWIN PAPER & PULP CORPORATION LIMITED

Any Shareholders' enquiries regarding their shareholding, including transfer of shares, change of address, report of lost share certificates, can be directed to the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, as follows:

Address: Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong Contact: (852) 2153 1688

Fax: (852) 3020 5058

Website: https://www.boardroomlimited.com/hk

The Board conducted a review of the implementation and effectiveness of the shareholders' communication policy. Having considered the multiple channels of communication in place as disclosed above, the Board is satisfied that the shareholders' communication policy has been properly implemented and effective for the year ended 31 December 2024.

In order to protect the Shareholders' interests and rights, separate resolutions are proposed for each substantially separate issue, including the election of individual Directors, at general meetings for the Shareholders' consideration and approval. All resolutions put forward at general meetings will be voted by poll pursuant to the Listing Rules and poll results will be posted on the websites of the Company and the Stock Exchange after each general meeting.

Bye-Law 57 provides that a special general meeting shall also be convened on the written requisition of any two or more members holding at the date of the deposit of the requisition in aggregate not less than one-tenth of the voting rights, on a one vote per share basis, in the paid-up share capital of the Company as at the date of the deposit. Such requisitionists must state the objects of the meeting and must be signed by the requisitionists and deposited at the office.

If the Directors do not within 21 days from the date of the deposit of such requisition proceed duly to convene a special general meeting, the requisitionists themselves or any of them representing more than one half of the total voting rights of all of them may convene the special general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene such a meeting shall be reimbursed to them by the Company.

Pursuant to Bye-Law 89, no person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing by a member (not being the person to be proposed) of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been given to the Company provided that the minimum length of the period, during which such notices are given, shall be at least seven days. The period for lodgment of such notices will commence no earlier than the day after the dispatch of the notice of the meeting appointed for such election and end no later than seven days prior to the date of such meeting.

ANNUAL REPORT 2024 29