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

Dexin Services Group Limited 德信服務集團有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 2215)

(1) DISCLOSEABLE TRANSACTION IN RELATION TO PREVIOUS CAPITAL INCREASE AND DEEMED DISPOSAL OF EQUITY INTEREST IN A SUBSIDIARY; AND (2) MAJOR AND CONNECTED TRANSACTION IN RELATION TO CAPITAL INCREASE AND DEEMED DISPOSAL OF EQUITY INTEREST IN A SUBSIDIARY

THE PREVIOUS CAPITAL INCREASE

On 15 September 2025 (after trading hours), Shengquan Technology, Zhida Xiaorui and the Target Company, the indirect non-wholly owned subsidiaries of the Company, entered into the Previous Capital Increase Agreement with Deqing Kaisibo, pursuant to which, Deqing Kaisibo conditionally agreed to contribute RMB10,300,000 to subscribe for approximately 4.9% of the equity interest of the Target Company as enlarged by the Previous Capital Increase. Immediately after the First Completion, Shengquan Technology, Zhida Xiaorui and Deqing Kaisibo owned approximately 90.3%, 4.8% and 4.9% of the equity interest of the Target Company, respectively. The Target Company remained as a non-wholly owned subsidiary of the Company.

Upon completion of the Previous Capital Increase, the Group's equity interest in the Target Company was reduced to approximately 95.1%. The Capital Increase therefore constituted deemed disposal under Rule 14.29 of the Listing Rules for the Company. As one or more of the percentage ratios applicable to the Company in respect of the Previous Capital Increase exceed 5% but all are less than 25%, the Previous Capital Increase constituted a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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THE CAPITAL INCREASE

On 23 February 2026 (after trading hours), Shengquan Technology, Zhida Xiaorui and the Target Company, the indirect non-wholly owned subsidiaries of the Company, entered into the Capital Increase Agreement with Deqing Kaisibo, pursuant to which, Deqing Kaisibo conditionally agreed to contribute RMB96,912,442.40 to subscribe for approximately 30.0% of the equity interest of the Target Company as enlarged by the Capital Increase. Immediately after the Completion, Shengquan Technology, Zhida Xiaorui and Deqing Kaisibo will own approximately 61.8%, 3.3% and 34.9% of the equity interest of the Target Company, respectively. The Target Company will remain as a non-wholly owned subsidiary of the Company.

Since Mr. Tang Junjie and Ms. Zheng Peng, the executive Directors, hold a total of approximately 70.4% partnership interests in Deqing Kaisibo as at the date of this announcement, Deqing Kaisibo is a connected person of the Company. The Capital Increase will constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. Upon completion of the Capital Increase, the Group's equity interest in the Target Company will be reduced to approximately 65.1%. The Capital Increase therefore constitutes deemed disposal under Rule 14.29 of the Listing Rules for the Company.

Pursuant to Rule 14.22 of the Listing Rules, the Capital Increase and the Previous Capital Increase shall be aggregated as a series of transactions. As one or more of the percentage ratios applicable to the Company in respect of the Capital Increase and the Previous Capital Increase exceed 25% but all are less than 75%, the Capital Increase will constitute (i) a major disposal for the Company and is subject to the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules; and (ii) a non-exempted connected transaction for the Company and is subject to the reporting, announcement, circular and the independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

THE EGM

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The Independent Board Committee has been established and will provide advice on the Capital Increase Agreement and the transactions contemplated thereunder to the Independent Shareholders. Somerley Capital Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the terms of the Capital Increase.

A circular containing, amongst others, (i) further information on the Capital Increase; (ii) a letter from the Independent Board Committee containing its opinion and recommendations to the Independent Shareholders in respect of the Capital Increase; and (iii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders in respect of the Capital Increase; (iv) a valuation report on the Target Group; (v) the notice of the EGM; and (vi) other information as required to be disclosed under the Listing Rules is expected to be despatched to the Shareholders on or around 27 February 2026.

I. THE PREVIOUS CAPITAL INCREASE

The Previous Capital Increase Agreement

The principal terms of the Previous Capital Increase Agreement are set out as follows:

Date

15 September 2025 (after trading hours)

Parties

(1) The Target Company;
(2) Shengquan Technology;
(3) Zhida Xiaorui; and
(4) Deqing Kaisibo.

The Previous Capital Increase

Under the Previous Capital Increase, Deqing Kaisibo agreed to contribute RMB10,300,000 to subscribe for approximately 4.9% of the equity interest of the Target Company as enlarged by the Previous Capital Increase. The proportionate interest subscribed by Deqing Kaisibo was determined after arm's length negotiation among the parties, taking into account, among other things, the Target Group's funding requirements at the time of the Previous Capital Increase for the development plans as set out in the section headed "Intended Use of Proceeds from the Previous Capital Increase" below, as well as the financial resources and

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funding capability of Deqing Kaisibo. The following table sets out the details of the equity interest of the Target Company before and immediately after the First Completion:

	Before First Completion		Immediately after First Completion
	Amount of registered		Amount of registered
	capital (RMB)	%	capital (RMB)	%
Shengquan Technology	190,000,000	95.0	190,000,000	90.3
Zhida Xiaorui	10,000,000	5.0	10,000,000	4.8
Deqing Kaisibo	—	—	10,300,000	4.9
Total	200,000,000	100.0	210,300,000	100.0

The First Completion took place on 24 September 2025. Immediately after the First Completion and as at the date of this announcement, Shengquan Technology, Zhida Xiaorui and Deqing Kaisibo owned approximately 90.3%, 4.8% and 4.9% of the equity interest of the Target Company, respectively. The Target Company remained as a non-wholly owned subsidiary of the Company after the Previous Capital Increase.

Basis of Determination of the Amount of the Previous Capital Increase

The total subscription amount of Deqing Kaisibo under the Previous Capital Increase Agreement is RMB10,300,000, among which (i) RMB5,860,421, representing 56.9% of the subscription amount was duly settled by Deqing Kaisibo on 11 October 2025; and (ii) the remaining subscription amount of RMB4,439,579, representing 43.1% of the subscription amount, shall be paid no later than 31 December 2026.

The capital contribution schedule by Deqing Kaisibo was agreed after arm's length negotiation among the parties, taking into account, among other things, that (i) it is generally consistent with PRC market practice for shareholders to subscribe for registered capital and pay it in accordance with an agreed capital contribution schedule, rather than paying the full amount immediately, provided that such schedule is set within the statutory timeframe. The capital contribution schedule under the Previous Capital Increase Agreement complies with the statutory timeframe of five years set forth in the PRC Company Law; (ii) the Target Group has maintained a generally healthy liquidity position and low level of gearing, and the agreed capital contribution schedule ensures that the Target Group has sufficient funds to meet its capital expenditure needs without imposing immediate cash pressure on Deqing Kaisibo, which was taken into account because the ultimate beneficial owners of Deqing Kaisibo are employees of the Target Group and one of the objectives of the Previous Capital Increase was to benefit the employees of the

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Target Group and enhance employee retention and contribute to the long-term development of the Target Group; and (iii) a phased capital contribution arrangement provides better risk management by enabling the parties to make capital injections in stages in line with business progress and funding requirements. In view of the above, the Directors consider that the settlement term for the Previous Capital Increase is on normal commercial terms, fair and reasonable and in the interest of the Company and its shareholders as a whole.

The subscription amount was arrived at after arm's length negotiations among the parties with reference to, among other things:

(i) the subscription structure of the Previous Capital Increase, pursuant to which Deqing Kaisibo made a capital contribution equal to the increase in registered capital of the Target Company; and
(ii) the reasons for and benefits of the Previous Capital Increase as stated under the paragraph headed "Reasons for and Benefits of the Previous Capital Increase".

Conditions Precedent

Conditions precedent to the First Completion

The First Completion was conditional upon the satisfaction or waiver of the following conditions:

(i) the business registration change of the Previous Capital Increase has been formally completed, the filing/record-filing receipt for the change and the Target Company's new business license have been issued, and a scanned copy of the new business license has been provided to Deqing Kaisibo;
(ii) from the signing date of the Previous Capital Increase Agreement to the date of the First Completion, Shengquan Technology, Zhida Xiaorui, and the Target Company's obligations or representations and warranties under the Previous Capital Increase Agreement are true, accurate and valid in all material respects, and they have performed the undertakings required under the Previous Capital Increase Agreement to be performed on or before the date of the First Completion, and there has been no breach of the Previous Capital Increase Agreement;
(iii) from the signing date of the Previous Capital Increase Agreement to the date of the First Completion, no circumstance, change, or effect that, alone or together with any other circumstance, change, or effect has occurred which (a) has had or may have a material adverse effect on the Target Company's business, operations, assets, liabilities (including contingent liabilities), results of operations, financial condition, or prospects; (b) has had or may have a material adverse effect on the Target Company's qualifications or ability to

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operate and conduct its business in the manner in which it is currently operating or conducting, or proposes to operate or conduct, its business; or (c) has had or may have a material adverse effect on the execution or performance of the Previous Capital Increase Agreement or the transactions contemplated hereunder; and

(iv) since the signing date of the Previous Capital Increase Agreement, there is no effective applicable law that renders the transactions contemplated under the agreement illegal, or that prevents, blocks, or prohibits completion of the transactions contemplated under the agreement.

Deqing Kaisibo had the right to waive all or part of the aforesaid completion conditions in writing.

As at the date of this announcement, all the conditions precedent had been fulfilled, and the First Completion took place on 24 September 2025.

Reasons for and Benefits of the Previous Capital Increase

The purpose and objective of the Previous Capital Increase was to (i) provide an opportunity to the employees of the Target Group, who are the ultimate beneficial owners of Deqing Kaisibo, to subscribe for a stake in the Target Group; and (ii) enrich the working capital and cash flow of the Target Group, which will help consolidate the financial and cash position of the Target Group. Therefore, the Company believed that the Previous Capital Increase and the transaction contemplated thereunder were in line with the Group's strategic development direction and would help enhance the Company's shareholder value.

As at the date of the Previous Capital Increase Agreement, Deqing Kaisibo was held as to 66.0% by Shengquan Labour Union, a labour union of the Target Company statutorily formed under the PRC laws, which represents the employees of the Target Group and safeguards employees' lawful rights and interests. The subscription of equity interests by the Shengquan Labour Union through Deqing Kaisibo was intended to benefit the employees of the Target Group. The Directors are of the view that by providing the employees of the Target Group an opportunity to subscribe for a stake in the Target Group, it will align the employees' interests with the goals of the Target Group, and thereby enhance employee retention and contribute to the long-term development of the Target Group.

The Directors have also considered the debt ratio and liquidity position of the Target Group. For details, please refer to the section headed "Reasons for and Benefits of the Capital Increase" below.

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Having considered the above reasons, the Directors (including the independent non-executive Directors) were of the view that the terms of the Previous Capital Increase are fair and reasonable, on normal commercial terms and in the interests of the Shareholders and the Group as a whole.

Financial Effect arising from the Deemed Disposal of the Group

After the First Completion, the total equity holding in the Target Company held by Shengquan Technology and Zhida Xiaorui was diluted from 100% to approximately 95.1%. The Target Company remained a non-wholly owned subsidiary of the Company and its financial results continue to be consolidated with the financial statements of the Group.

According to the applicable Hong Kong Financial Reporting Standards, the transaction is considered to be an equity transaction and it is expected that no gain or loss will be recognised in profit or loss arising from the Previous Capital Increase, and there will be no remeasurement or derecognition of the assets and liabilities of the Target Group in the consolidated financial statements of the Group as a result of the Previous Capital Increase. In any event, the actual amounts of the relevant adjustments within consolidated equity to be recorded by the Group are to be determined as at completion and subject to audit. The Group is expected to record net proceeds from the Previous Capital Increase of approximately RMB10.3 million.

Intended Use of Proceeds from the Previous Capital Increase

The Company intends to apply the net proceeds from the Previous Capital Increase as working capital and cash reserves for the development of the Target Group's property management business, subject to the Target Group's business needs, prevailing market and operating conditions from time to time, with a focus on supporting the Target Group's technology-enabled property management initiatives (including the adoption and rollout of artificial intelligence and robotic solutions and related system enhancement). As at the date of this announcement, the proceeds from the Previous Capital Increase remained unutilised. Given the fast-evolving nature of AI and intelligent equipment applications, and the market conditions in which many competitors of the Target Group (including those based in Hangzhou where the Company's head office is located) have begun exploring such applications to enhance competitiveness, it is prudent for the Target Group to maintain sufficient liquidity and financial flexibility to respond promptly to market opportunities and operational needs (including evaluating, procuring and deploying suitable solutions and arranging related implementation and operational support) as they arise, in order to maintain competitiveness. For example, as at the date of this announcement, the Target Group has commenced the adoption of smart equipment in its operations, and has entered into two framework agreements for the rental of floor cleaning robots, both for a term of three years, and the Target

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Group expects to continue to enter into similar arrangements from time to time in the ordinary and usual course of business as it rolls out and upgrades technology-enabled solutions across its property management projects.

Implications of the Previous Capital Increase under the Listing Rules

As at the date of the Previous Capital Increase Agreement, the partnership interests of Deqing Kaisibo were held as to (i) 66.0% by Shengquan Labour Union; (ii) 17.0% by Mr. Tang Junjie, an executive Director; (iii) 8.5% by Ms. Zheng Peng, an executive Director; and (iv) 8.5% by Mr. Liu Yibing (劉義兵), the executive vice president of the Company. Mr. Liu Yibing was the sole general partner of Deqing Kaisibo, and was not a connected person of the Company at the material time. To the best knowledge and belief of the Directors, as at the date of the Previous Capital Increase Agreement, Deqing Kaisibo was independent of the Company and its connected persons. Accordingly, each of Mr. Tang Junjie and Ms. Zheng Peng was considered to have a material interest in the Previous Capital Increase and had abstained from voting on the board resolution approving the Previous Capital Increase. Save as disclosed, none of the other Directors had a material interest in the Previous Capital Increase or was required to abstain from voting from the resolution of the Directors for considering and approving the same pursuant to the articles of association of the Company.

Upon completion of the Previous Capital Increase, the Group's equity interest in the Target Company was reduced to approximately 95.1%. The Previous Capital Increase therefore constituted deemed disposal under Rule 14.29 of the Listing Rules for the Company. As one or more of the percentage ratios applicable to the Company in respect of the Previous Capital Increase exceed 5% but all are less than 25%, the Previous Capital Increase constituted a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

Remedial Measures of the Company

The Company did not publish the announcement in relation to the Previous Capital Increase as at the date of the Previous Capital Increase Agreement. In view of the above and to ensure proper compliance with the Listing Rules in the future, the Company will carry out the following remedial measures to protect the interest of the Company and the Shareholders as a whole:

(a) the Company has published this announcement disclosing the details of the Previous Capital Increase in accordance with the Listing Rules in order to keep all Shareholders informed. The announcement contains the information about the Previous Capital Increase required for a discloseable transaction under Chapter 14 of the Listing Rules, as well as details of the remedial measures to be taken by the Company;

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(b) the Company will disclose details of the Previous Capital Increase in the circular for the EGM order to keep all the Independent Shareholders informed of the details of the Previous Capital Increase and the Capital Increase and make informed decisions at the EGM;
(c) the Company will entrust the audit committee of the Company with the responsibility to review and modify the internal control system and financial reporting system and update the internal handbook of the Company with reference to the Listing Rules;
(d) the Company will arrange for the Company's finance department to conduct a series of self-inspection actions to scrutinise whether the Company has any other similar incidents;
(e) the Company will seek legal advice and other professional advice from time to time and particularly when there is any proposed transaction to ensure proper disclosure in compliance with the requirements of the Listing Rules;
(f) the Company will engage a financial advisor to provide advice and guidance on its compliance with the Listing Rules in relation to similar transactions in the future. The Company will seek advice from the financial advisor on a timely basis in circumstances where any transaction which might be a notifiable or connected transaction is contemplated;
(g) the Company will arrange an additional training session on the compliance requirements and practical application of, among others, the Listing Rules (in particular Chapter 14 and Chapter 14A of the Listing Rules) and corporate governance to the Board and the officers responsible for review of the Company's compliance with the Listing Rules;
(h) the Company will discuss with its independent internal control consultant to review the Company's internal control systems and to ensure that adequate internal control measures are in place to prevent future occurrence of similar non-compliance incidents; and
(i) the Company will disclose details of the implementation of the above remedial measures including but not limited to the internal control review in the upcoming annual report to be published in April 2026.

II. THE CAPITAL INCREASE AGREEMENT

The principal terms of the Capital Increase Agreement are set out as follows:

Date

23 February 2026 (after trading hours)

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Parties

(1) The Target Company;
(2) Shengquan Technology;
(3) Zhida Xiaorui; and
(4) Deqing Kaisibo.

The Capital Increase

Under the Capital Increase, Deqing Kaisibo conditionally agreed to contribute RMB96,912,442.40 to subscribe for approximately 30.0% of the equity interest of the Target Company as enlarged by the Capital Increase. The proportionate interest to be subscribed by Deqing Kaisibo was determined after arm's length negotiation among the parties, taking into account, among other things, the Target Group's funding requirements for the development plans as set out in the section headed "Intended Use of Proceeds" below, as well as the financial resources and funding capability of Deqing Kaisibo. The following table sets out the details of the equity interest of the Target Company before and immediately after the Completion:

	Before the Completion Amount of registered capital		Immediately after the Completion Amount of registered capital
	(RMB)	%	(RMB)	%
Shengquan Technology	190,000,000	90.3	190,000,000	61.8
Zhida Xiaorui	10,000,000	4.8	10,000,000	3.3
Deqing Kaisibo	10,300,000	4.9	107,212,442.40	34.9
Total	210,300,000	100.0	307,212,442.40	100.0

Immediately after the Completion, Shengquan Technology, Zhida Xiaorui and Deqing Kaisibo will own approximately 61.8%, 3.3% and 34.9% of the equity interest of the Target Company, respectively. The Target Company will remain as a non-wholly owned subsidiary of the Company.

Basis of Determination of the Amount of the Capital Increase

The total subscription amount to be paid by Deqing Kaisibo under the Capital Increase Agreement is RMB96,912,442.40, among which RMB55,114,105.99, representing 56.9% of the subscription amount, shall be paid upon the Completion and no later than 30 June 2026, while the remaining subscription amount of RMB41,798,336.41, representing 43.1% of the subscription amount, shall be paid no later than 31 December 2027.

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The capital contribution schedule by Deqing Kaisibo was agreed after arm's length negotiation among the parties, taking into account, among other things, that (i) it is generally consistent with PRC market practice for shareholders to subscribe for registered capital and pay it in accordance with an agreed capital contribution schedule, rather than paying the full amount immediately, provided that such schedule is set within the statutory timeframe. The capital contribution schedule under the Capital Increase Agreement complies with the statutory timeframe of five years set forth in the PRC Company Law; (ii) the Group has maintained a generally healthy liquidity position and low level of gearing, and the agreed capital contribution schedule ensures that the Group has sufficient funds to meet its capital expenditure needs without imposing immediate cash pressure on Deqing Kaisibo, which was taken into account because the ultimate beneficial owners of Deqing Kaisibo are employees of the Target Group and one of the objectives of the Capital Increase was to benefit the employees of the Target Group and enhance employee retention and contribute to the long-term development of the Target Group; and (iii) a phased capital contribution arrangement provides better risk management by enabling the parties to make capital injections in stages in line with business progress and funding requirements as set out in the section headed "Intended Use of Proceeds" below, rather than injecting the full amount upfront.

The Company has considered whether a phased registration of equity interests in the Target Company should be adopted to match the settlement term of the subscription amount and the Target Group's funding needs. Having taken into account the PRC company registration procedures and prevailing market practice of adopting a one-off equity registration despite a phased capital contribution schedule, the Company considers it more practical to complete the Capital Increase by way of a one-off equity registration. A phased registration would involve another round of business registration changes, which would increase administrative time and costs without providing additional commercial benefit given that the timing of cash injection is already aligned through the agreed instalment payment schedule. Furthermore, adopting a one-off equity registration arrangement is not prejudicial to the interests of the Company, as the Target Company will retain rights and remedies under the Capital Increase Agreement, the articles of association of the Target Company and applicable PRC laws, including the right to demand that Deqing Kaisibo make immediate payment of any overdue capital contribution and to pursue claims against Deqing Kaisibo for losses arising from any breach; and where Deqing Kaisibo, after being duly demanded, still fails to pay the capital contribution within a reasonable period, the Target Company may, subject to the requisite corporate approvals, remove Deqing Kaisibo's shareholder qualification in accordance with applicable PRC laws.

In view of the above, the Directors consider that the settlement term of the Capital Increase is on normal commercial terms, fair and reasonable and in the interest of the Company and its shareholders as a whole.

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The subscription amount was arrived at after arm's length negotiations among the parties with reference to, among other things:

(i) the valuation (the "Valuation") of the Target Group as at 30 November 2025 (the "Valuation Date") of RMB247,965,000 as appraised by AVISTA Valuation Advisory Limited (the "Valuer"), an independent valuer. Details of the Valuation will be set out in the circular of the EGM to be despatched to the Independent Shareholders in due course;
(ii) the reasons for and benefits of the Capital Increase as stated under the paragraph headed "Reasons for and Benefits of the Capital Increase"; and
(iii) the subscription amount represents a premium of approximately 30.3% to the proportionate appraised value of Target Group. In determining the subscription amount, the parties considered that the Valuation is prepared as at the Valuation Date and is subject to the assumptions and methodologies adopted by the Valuer, and that the subscription amount was ultimately agreed having regard to, among others, (a) the Target Group's business prospects under prevailing market and industry conditions, including the expected demand for professional property management services and the anticipated expansion of the Target Group's property management business; and (b) the parties' commercial assessment of the Target Group's long-term development potential including the expected benefits from the planned initiatives as set out under "Intended Use of Proceeds" which are intended to enhance service capability, operating efficiency and competitiveness. The parties to the Capital Increase Agreement (including Deqing Kaisibo whose ultimate beneficial owners are employees of the Target Group, and the relevant subsidiaries of the Group) are familiar with the Target Group's operations, management capability and the market and industry in which it operates, and therefore were willing to agree to the subscription amount set at a premium of the appraised value.

Conditions Precedent

Conditions precedent to the business registration change

The obligation of the Target Company to complete the business registration change in relation to the Capital Increase is conditional upon the satisfaction or waiver of the following conditions (the "Business Registration Change Conditions"):

(i) Shengquan Technology, Zhida Xiaorui, and the Target Company have obtained all necessary corporate approvals and authorisations for the execution, delivery and performance of the Capital Increase Agreement and the completion of all transactions contemplated thereunder (including the Independent Shareholders' approval at the EGM, as well as the shareholders' resolutions and board resolutions of Shengquan Technology, Zhida Xiaorui, and the Target Company);

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(ii) Shengquan Technology, Zhida Xiaorui, and the Target Company have executed and delivered all documents relating to the Capital Increase;
(iii) Shengquan Technology and Zhida Xiaorui have waived in writing any pre-emptive subscription right, right of first refusal, right of first offer, or other similar preferential rights (if any) with respect to the transactions contemplated under the Capital Increase Agreement;
(iv) the shareholders' meeting and the board of directors of the Target Company have adopted duly effective resolutions (in a form and substance acceptable to Deqing Kaisibo) approving: (a) the execution of the Capital Increase Agreement and the transactions contemplated hereunder, and authorising the same; (b) amendments to the Target Company's articles of association; and (c) reconstituting the Target Company's board of directors and appointing the persons nominated by Deqing Kaisibo as the Target Company's supervisor(s) and person in charge of finance;
(v) from the signing date of the Capital Increase Agreement to the date of the business registration change application, the obligations or the representations and warranties of Shengquan Technology, Zhida Xiaorui and the Target Company as agreed in the Capital Increase Agreement or other transaction documents are true, accurate and valid in all material respects; and they have performed the undertakings that are required under the Capital Increase Agreement to be performed on or before the date of Completion, and there has been no breach of the Capital Increase Agreement;
(vi) from the signing date of the Capital Increase Agreement to the date of the business registration change application, no circumstance, change, or effect that, alone or together with any other circumstance, change, or effect has occurred which (a) has had or may have a material adverse effect on the Target Company's business, operations, assets, liabilities (including contingent liabilities), results of operations, financial condition, or prospects; (b) has had or may have a material adverse effect on the Target Company's qualifications or ability to operate and conduct its business in the manner in which it is currently operating or conducting, or proposes to operate or conduct, its business; or (c) has had or may have a material adverse effect on the execution or performance of the Capital Increase Agreement or the transactions contemplated hereunder; and
(vii) since the signing date of the Capital Increase Agreement, there is no effective applicable law that renders the transactions contemplated under the agreement illegal, or that prevents, blocks, or prohibits completion of the transactions contemplated under the Capital Increase Agreement.

Deqing Kaisibo may waive all or part of the aforesaid Business Registration Change Conditions in writing.

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Conditions precedent to the Completion

The Completion is conditional upon the satisfaction or waiver of the following conditions (the "Completion Conditions"):

(i) each of the Business Registration Change Conditions has been satisfied and remains satisfied (except to the extent waived in writing by Deqing Kaisibo);
(ii) the business registration change has been formally completed, the filing/record-filing receipt for the change and the Target Company's new business license have been issued, and a scanned copy of the new business license has been provided to Deqing Kaisibo;
(iii) from the signing date of the Capital Increase Agreement to the date of the Completion, Shengquan Technology, Zhida Xiaorui, and the Target Company's obligations or representations and warranties under the Capital Increase Agreement are true, accurate and valid in all material respects, and they have performed the undertakings required under the Capital Increase Agreement to be performed on or before the date of the Completion, and there has been no breach of the Capital Increase Agreement;
(iv) from the signing date of the Capital Increase Agreement to the date of the Completion, no material adverse effect event has occurred; and
(v) since the signing date of the Capital Increase Agreement, there is no effective applicable law that renders the transactions contemplated under the agreement illegal, or that prevents, blocks, or prohibits completion of the transactions contemplated under the agreement.

Deqing Kaisibo may waive all or part of the aforesaid Completion Conditions in writing.

As at the date of this announcement, none of the conditions precedent have been fulfilled.

III. REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE

The purpose and objective of the Capital Increase is to (i) provide an opportunity to the employees of the Target Group, who are the ultimate beneficial owners of Deqing Kaisibo, to subscribe for a stake in the Target Group; and (ii) enrich the working capital and cash flow of the Target Group, which will help consolidate the financial and cash position of the Target Group. Therefore, the Company believes that the Capital Increase and the transaction contemplated thereunder are in line with the Group's strategic development direction and will help enhance the Company's shareholder value.

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Deqing Kaisibo is held as to 6.17% by Shengquan Labour Union, a labour union of the Target Company statutorily formed under the PRC laws, which represents the employees of the Target Group and safeguards employees' lawful rights and interests. The subscription of equity interests by the Shengquan Labour Union through Deqing Kaisibo is intended to benefit the employees of the Target Group. The Directors are of the view that by providing the employees of the Target Group an opportunity to subscribe for a stake in the Target Group, it will align the employees' interests with the goals of the Target Group, and thereby enhance employee retention and contribute to the long-term development of the Target Group.

The Directors have also considered the debt ratio and liquidity position of the Target Group. The Target Group's current ratio was 1.4 times and the gearing ratio (total borrowings divided by total equity) was 0.02 as at 30 June 2025. The Directors consider that although the Target Group maintained a generally healthy liquidity position and low level of gearing, it is prudent to strengthen the funding resources of the Target Group for its business development. The Capital Increase will provide additional funds to the Target Group to enhance its liquidity and financial flexibility, thereby supporting its ability to undertake necessary capital expenditures, meet working capital needs and pursue business opportunities, as detailed in the section headed "Intended Use of Proceeds" below.

In terms of the timing of the Previous Capital Increase and the Capital Increase, the Directors are of the view that the Previous Capital Increase only provided an initial working capital of a limited amount for general operations and early-stage technology deployment of the Target Group, and it is appropriate for the Target Group to seek additional funding and support from the Capital Increase to support the broader development plan of the Target Group to be implemented in the next few years as detailed in the section headed "Intended Use of Proceeds".

Having considered the above reasons, the Directors are of the view that the terms of the Capital Increase are fair and reasonable, on normal commercial terms and in the interests of the Shareholders and the Group as a whole.

IV. FINANCIAL EFFECT ARISING FROM THE DEEMED DISPOSAL ON THE GROUP

After the Completion, the total equity holding in the Target Company held by Shengquan Technology and Zhida Xiaorui will be diluted from 95.1% to approximately 65.1%. The Target Company will remain a non-wholly owned subsidiary of the Company and its financial results will continue to be consolidated with the financial statements of the Group.

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According to the applicable Hong Kong Financial Reporting Standards, the transaction is considered to be an equity transaction and it is expected that no gain or loss will be recognised in profit or loss arising from the Capital Increase, and there will be no remeasurement or derecognition of the assets and liabilities of the Target Group in the consolidated financial statements of the Group as a result of the Capital Increase. In any event, the actual amounts of the relevant adjustments within consolidated equity to be recorded by the Group are to be determined as at completion and subject to audit. Based on a preliminary assessment, it is estimated that the Group will record net proceeds on the Capital Increase of approximately RMB96.2 million, which is equal to RMB96.9 million (being the capital contribution under the Capital Increase Agreement) less RMB0.69 million (being the legal and other professional fees of HK\$0.77 million in relation to the Capital Increase).

V. INTENDED USE OF PROCEEDS

The Company intends to apply the net proceeds from the Capital Increase as operating cash flow for the development of the Target Group's property management business. Subject to the Target Group's business needs, prevailing market and operating conditions from time to time, the net proceeds are intended to be applied as follows:

(i) approximately RMB28.9 million, representing 30% of the net proceeds, will be applied for the development of smart security and safety management upgrades, including the adoption of security patrol robots with 24-hour autonomous patrol capabilities and functions such as facial and licence plate recognition, detection of objects thrown from height, perimeter intrusion, crowd gathering and occupation of fire access routes, and the integration of such solutions with the Internet of Things (IoT) platform and the Target Group's property management system to enhance security response and on-site management efficiency across residential communities, industrial parks, commercial complexes and data centre perimeters. Such upgrades will be implemented in a prudent and phased manner, starting with the assessment of operational needs and selection of appropriate projects for trial deployment, followed by refinement of workflows and system integration based on trial results before broader roll-out. Deployment prerequisites such as patrol robots' route planning, connectivity and charging arrangements will be taken into account. It is expected that RMB16.3 million will be utilised progressively on or before the end of 2028, and the remaining RMB12.5 million will be utilised progressively thereafter and in any event on or before the end of 2030;

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(ii) approximately RMB24.0 million, representing 25% of the net proceeds, will be applied for market footprint optimisation and business scale expansion, including increased market investment in core city clusters (such as the Yangtze River Delta and the Pearl River Delta) to enhance project sourcing and acquisition capabilities, the rollout of standardised management systems and digital platforms and service quality enhancement for newly acquired projects to improve renewal rates and profitability, the strengthening of teams for market development, business negotiation, project due diligence and post-investment management, and potential equity cooperation, project mergers and acquisitions and/or business integration with regional property management companies, urban service operators and related industry chain participants to acquire scale, talent and resources and strengthen regional penetration. Such market optimisation and scale expansion will be implemented in phases, and key cities will be selected for trial deployment before wider roll-out. It is expected that RMB13.6 million will be utilised progressively on or before the end of 2028, and the remaining RMB10.4 million will be utilised progressively thereafter and in any event on or before the end of 2030;
(iii) approximately RMB19.3 million, representing 20% of the net proceeds, will be applied for upgrading of facility operations through predictive maintenance and intelligent energy management, including the adoption of facility inspection robots for equipment condition monitoring (such as meter readings, temperature and abnormal noise detection) and inspection for issues including pipeline leakage, for use in equipment rooms, power distribution rooms, pump rooms and underground pipeline scenarios. This will be implemented on a phased basis, prioritising sites and equipment types where inspection is relatively frequent and operational risks are relatively more significant, and intends to progressively enhance closed-loop handling by linking inspection results with work order dispatch and rectification follow-up through its systems. Trial deployment and iterative optimisation will be conducted prior to wider roll-out, with a view to improving operational stability and cost-effectiveness. It is expected that RMB10.9 million will be utilised progressively on or before the end of 2028, and the remaining RMB8.4 million will be utilised progressively thereafter and in any event on or before the end of 2030;
(iv) approximately RMB14.4 million, representing 15% of the net proceeds, will be applied for enhancement of cleaning and hygiene services, including the adoption of cleaning and disinfection robots for automated sweeping, floor scrubbing/washing, vacuuming, waste collection and removal, and UV and/or spray disinfection, and the use of data (including footfall data) to optimise cleaning frequency and route planning in areas such as corridors, lobbies, car parks and public restrooms. Deployment in scenarios with relatively standardisable workflows and higher labour intensity will be prioritised, and the Target Group will progressively optimise route planning and cleaning frequency by reference to operational data (including, where available, footfall

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and task completion data). The Company also intends to establish contingency arrangements and operating procedures (including equipment downtime and exception handling) to support service continuity. It is expected that RMB8.2 million will be utilised progressively on or before the end of 2028, and the remaining RMB6.3 million will be utilised progressively thereafter and in any event on or before the end of 2030; and

(v) approximately RMB9.6 million, representing 10% of the net proceeds, will be applied for service capability enhancement and customer experience improvement, including the adoption of delivery and service robots for point-to-point delivery of parcels, takeaway and documents, integration with access control systems, and provision of visitor wayfinding, information broadcasting and guided services, for use in scenarios such as intra-building "last 100 metres" delivery, hotel room services and visitor reception/guidance. Suitable projects and scenarios will be selected for trial deployment, taking into account workflow clarity and integration feasibility (including access control systems and, where applicable, lift control arrangements), and to refine customer-facing processes and exception-handling procedures based on trial results prior to broader roll-out. It is expected that RMB5.4 million will be utilised progressively on or before the end of 2028, and the remaining RMB4.2 million will be utilised progressively thereafter and in any event on or before the end of 2030.

The Company intends to utilise the net proceeds from the Capital Increase progressively from 2026 onwards in accordance with the Target Group's implementation schedule as set out above. The Target Group's development plan comprises multiple initiatives to be implemented across 2026–2030 (with different initiatives requiring different lead times for evaluation, procurement, deployment, integration and scaling). The dates stated above represent the expected latest time by which the respective portions of proceeds will be substantially utilised, rather than that the funding needs will only arise in or after the specified dates. The Company considers that the Capital Increase would provide the Target Group with a funding buffer to execute the initiatives set out above in a timely manner as business opportunities arise.

The Company has formulated a phased implementation plan for the progressive adoption of the above deployment in property management scenarios, guided by the principles of strategic direction, demand-driven deployment, pilot-first implementation, iterative optimisation and industry collaboration, and focuses on practical, efficient, controllable and replicable applications. The implementation is expected to be carried out in four stages, comprising (i) a preparation and pilot planning phase (by around June 2026) involving scenario research, needs identification, solution selection and the establishment of basic supporting arrangements, (ii) a pilot deployment phase (by around the end of 2026) to validate feasibility through human-machine collaboration and data-driven

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optimisation, (iii) a scaling-up phase (from 2026 onwards to 2028) to replicate proven models across a broader portfolio and establish standardised operation and maintenance capabilities and application standards, and (iv) a longer-term industry chain deepening phase (from around 2028 onwards), subject to market opportunities and strategic assessment, to explore deeper collaboration and/or integration with robotics manufacturers and related partners.

The Company also intends to put in place internal coordination and oversight arrangements for implementation (including vendor management, training and maintenance planning) and will monitor performance with reference to factors such as service quality, operational stability and cost efficiency. The Company will review the Target Group's business needs and implementation progress from time to time. In assessing the feasibility of the initiatives contemplated under this section, the Company has considered, among other things, the evolving policy environment, technology maturity, operational readiness and potential economic benefits, and will continue to evaluate relevant factors (including stakeholder acceptance) during trial and roll-out.

The Company believes that the net proceeds from the Capital Increase of RMB96.2 million are sufficient for the uses set forth above and no further financing is required to implement the aforementioned development plans. To the extent that the net proceeds are not sufficient for funding the uses set forth above, the Company will fund the balance through a variety of means including cash generated from its operations and bank financing.

VI. INFORMATION OF THE PARTIES

The Group

The Group is principally engaged in the provision of property management services, community value-added services and value-added services to non-property owners.

Shengquan Technology

Shengquan Technology is a company established in the PRC with limited liability, and it serves as an intermediate holding company of the Group in the PRC. It is an indirect non-wholly owned subsidiary of the Company. As at the date of this announcement, Shengquan Technology is wholly owned by Sheng Quan Holding (Hong Kong) Limited, a company incorporated in Hong Kong with limited liability, which is in turn held as to (i) 99.91% by Shengping International Limited, a direct wholly owned subsidiary of the Company; and (ii) 0.09% by Chuangping Hiuchi Company Limited, a company wholly owned by Mr. Tang Junjie, an executive Director.

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Zhida Xiaorui

Zhida Xiaorui is a company incorporated in Hong Kong with limited liability, and is primarily engaged in investment holding. It is an indirect non-wholly owned subsidiary of the Company. As at the date of this announcement, Zhida Xiaorui is held as to (i) 99.01% by Zhirui International Limited, a direct wholly owned subsidiary of the Company; and (ii) 0.99% by Sanchi International Enterprises Development Limited, a company wholly owned by Ms. Zheng Peng, an executive Director.

Deqing Kaisibo

Deqing Kaisibo is a limited partnership established in the PRC, and it primarily serves as an employee shareholding platform for the Target Group. As at the date of this announcement, the partnership interests of Deqing Kaisibo are held as to (i) 46.91% by Mr. Tang Junjie, an executive Director; (ii) 23.46% by Ms. Zheng Peng, an executive Director; and (iii) 23.46% by Mr. Liu Yibing, the executive vice president of the Company; and (iv) 6.17% by Shengquan Labour Union, a labour union of the Target Company and is statutorily formed under the PRC laws. Mr. Liu Yibing is the sole general partner of Deqing Kaisibo. The partnership interest structure of Deqing Kaisibo as at the date of this announcement differed from that as at the time of the Previous Capital Increase, primarily due to the capital subscription made in February 2026 by each of Mr. Tang Junjie, Ms. Zheng Peng and Mr. Liu Yibing (being core employees of the Target Group), which resulted in a corresponding adjustment to their respective partnership interests and the dilution of the partnership interests held by Shengquan Labour Union. Despite the said adjustment, the identities of the ultimate beneficial owners of the partnership interests of Deqing Kaisibo remain the same immediately before and after the capital subscription.

Target Company

The Target Company is a company established in the PRC with limited liability and is an indirect non-wholly owned subsidiary of the Company. As at the date of this announcement, the Target Company is held as to 90.3% by Shengquan Technology, 4.8% by Zhida Xiaorui, and 4.9% by Deqing Kaisibo. The Target Group is principally engaged in the provision of property management services in the PRC.

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The Target Company is the principal operating subsidiary of the Group in the PRC. The Target Group is principally engaged in the provision of property management services in the PRC. As at 30 June 2025, the Target Group had a total gross floor area under management of approximately 38.3 million square metres. Apart from provision of property management services in the PRC, the Target Group also provides (i) value-added services, such as sales office management services, preliminary planning and design consultancy services, property inspection and repair services and commercial consulting services to non-property owners; and (ii) community value-added services such as smart community solutions, property sales and assistance services, community resources value-added services, clubhouse services, home decoration services and community retail and home services to property owners, residents and property developers.

Set out below is the corporate structure of the Target Group as at the date of this announcement:

The table below sets out the audited consolidated financial information of the Target Group for the two financial years ended 31 December 2023 and 2024 prepared by the local auditor of the Target Group in the PRC and the unaudited consolidated financial information of the Target Group for the six months ended 30 June 2025:

	For the year ended December		For the six months ended
	31 2023	2024	30 June 2025
	(RMB'000)	(RMB'000)	(RMB'000)
Revenue	955,800	933,420	450,750
Profit before tax	93,210	70,220	56,610
Profit after tax	75,110	41,530	35,200

The consolidated net asset value of the Target Group as at 31 December 2024 and 30 June 2025 (unaudited) was approximately RMB518.7 million and RMB565.9 million, respectively.

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VII. IMPLICATIONS UNDER THE LISTING RULES

As at the date of this announcement, (i) Mr. Tang Junjie, an executive Director, is a limited partner of Deqing Kaisibo with partnership interest of 46.91%; and (ii) Ms. Zheng Peng, an executive Director, is a limited partner of Deqing Kaisibo with partnership interest of 23.46%. Accordingly, each of Mr. Tang Junjie and Ms. Zheng Peng is considered to have a material interest in the Capital Increase and has abstained from voting on the board resolution approving the Capital Increase. Save as disclosed, none of the other Directors has a material interest in the Capital Increase or is required to abstain from voting from the resolution of the Directors for considering and approving the same pursuant to the articles of association of the Company.

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VIII. THE EGM

The Company intends to put forward a proposal at the EGM to seek the Independent Shareholders' approval for the Capital Increase. As at the date of this announcement, Mr. Tang Junjie, an executive Director, beneficially owns 14,265,741 Shares, representing approximately 1.55% of the total issued share capital of the Company. Since Mr. Tang Junjie is a limited partner of Deqing Kaisibo with partnership interest of 46.91% as at the date of this announcement, Mr. Tang Junjie is deemed or may be perceived to have a material interest in the Capital Increase and shall abstain from voting on the relevant resolution to be proposed at the EGM. Save as aforementioned, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Capital Increase Agreement and therefore no other Shareholder is required to abstain from voting at the EGM for the relevant resolution.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

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

"Board" the board of Directors

"BVI" The British Virgin Islands

"Capital Increase" the proposed capital contribution in the Target Company in the

amount of RMB96,912,442.40 by Deqing Kaisibo pursuant to

the Capital Increase Agreement

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"Capital Increase Agreement" the capital increase agreement entered into on 23 February 2026 among Shengquan Technology, Zhida Xiaorui, Deqing Kaisibo and the Target Company "Company" Dexin Services Group Limited (德信服务集团有限公司), a company incorporated under the laws of the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2215) "Completion" the completion of the Capital Increase pursuant to the Capital Increase Agreement "connected person(s)" has the meaning ascribed to this term under the Listing Rules "controlling shareholder(s)" has the meaning ascribed to this term under the Listing Rules "Deqing Kaisibo" Deqing Kaisibo Enterprise Management Partnership Enterprise (Limited Partnership) (德清凱思博企業管理合夥企業(有限合夥)), a limited partnership established in the PRC on 12 September 2025 "Director(s)" the director(s) of the Company "EGM" the extraordinary general meeting of the Company to be convened to consider and, if thought if, approve the Capital Increase Agreement "First Completion" the completion of the Previous Capital Increase pursuant to the Previous Capital Increase Agreement

"Group" the Company and its subsidiaries

"Hong Kong" The Hong Kong Special Administrative Region of the People's

Republic of China

"Independent Board Committee"

the independent board committee of the Company comprising all the independent non-executive Directors, namely Dr. Wong Wing Kuen Albert, Mr. Rui Meng and Mr. Yang Xi, to advise the Independent Shareholders in relation to the terms of the Capital Increase Agreement

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"Independent Shareholder(s)" "Listing Rules" the Rules Governing the Listing of Securities on the Stock

the Shareholder(s) other than those who are required by the Listing Rules to abstain from voting at the EGM on the resolution to approve the transactions contemplated under the Capital Increase Agreement

Exchange

"percentage ratio" as defined under Rule 14.07 of the Listing Rules

"PRC" the People's Republic of China, for the purpose of this circular only, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

"Previous Capital Increase"

the capital contribution in the Target Company in the amount of RMB10,300,000 by Deqing Kaisibo completed in September 2025

"Previous Capital Increase Agreement"

the capital increase agreement entered into on 15 September 2025 among Shengquan Technology, Zhida Xiaorui, Deqing Kaisibo and the Target Company in relation to the Previous Capital Increase

"RMB" Renminbi, the lawful currency of the PRC

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)" ordinary share(s) of HK\$0.01 each in the share capital of the Company

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

"Shengfu International" Shengfu International Limited (盛富國際有限公司), a company incorporated in the BVI with limited liability and one of the controlling shareholders of the Company

"Shengquan Labour Union"

Dexin Shangquan Property Service Co., Ltd. Labour Union (德信盛全物業服務有限公司工會), a labour union of the Target Company which was formed statutorily in the PRC

"Shengquan Technology" ShengQuan Property Service Co., Ltd. (浙江盛全科技有限公司), a company established in the PRC with limited liability on 21 July 2025, which is a non-wholly owned subsidiary of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited

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"Target Company" Dexin Shengquan Property Services Co., Ltd. (德信盛全物業服

務有限公司), a company established under the laws of the PRC with limited liability, which is a non-wholly owned subsidiary of

the Company

"Target Group" the Target Company and its subsidiaries

"Zhida Xiaorui" Zhi Da Xiao Rui (Hong Kong) Limited, a company incorporated

in Hong Kong with limited liability on 14 October 2020, which is

a non-wholly owned subsidiary of the Company

"%" per cent

By order of the Board Dexin Services Group Limited Hu Yiping Chairman

Hong Kong, 23 February 2026

As of the date of this announcement, the Board comprises Mr. Hu Yiping, Mr. Tang Junjie and Ms. Zheng Peng as executive Directors; and Dr. Wong Wing Kuen Albert, Mr. Rui Meng and Mr. Yang Xi as independent non-executive Directors.

AI assistant

Dexin Services Group Limited — M&A Activity 2026

50451_rns_2026-02-23_fe19cfcc-886f-4738-b182-794eb3fe4b4a.pdf

Dexin Services Group Limited 德信服務集團有限公司

(1) DISCLOSEABLE TRANSACTION IN RELATION TO PREVIOUS CAPITAL INCREASE AND DEEMED DISPOSAL OF EQUITY INTEREST IN A SUBSIDIARY; AND (2) MAJOR AND CONNECTED TRANSACTION IN RELATION TO CAPITAL INCREASE AND DEEMED DISPOSAL OF EQUITY INTEREST IN A SUBSIDIARY

THE PREVIOUS CAPITAL INCREASE

THE CAPITAL INCREASE

THE EGM

I. THE PREVIOUS CAPITAL INCREASE

The Previous Capital Increase Agreement

Date

Parties

The Previous Capital Increase

Basis of Determination of the Amount of the Previous Capital Increase

Conditions Precedent

Conditions precedent to the First Completion

Reasons for and Benefits of the Previous Capital Increase

Financial Effect arising from the Deemed Disposal of the Group

Intended Use of Proceeds from the Previous Capital Increase

Implications of the Previous Capital Increase under the Listing Rules

Remedial Measures of the Company

II. THE CAPITAL INCREASE AGREEMENT

Date

Parties

The Capital Increase

Basis of Determination of the Amount of the Capital Increase

Conditions Precedent

Conditions precedent to the business registration change

Conditions precedent to the Completion

III. REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE

IV. FINANCIAL EFFECT ARISING FROM THE DEEMED DISPOSAL ON THE GROUP

V. INTENDED USE OF PROCEEDS

VI. INFORMATION OF THE PARTIES

The Group

Shengquan Technology

Zhida Xiaorui

Deqing Kaisibo

Target Company

VII. IMPLICATIONS UNDER THE LISTING RULES

VIII. THE EGM

DEFINITIONS

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Dexin Services Group Limited M&A Activity 2026