Dexin Services Group Limited — Proxy Solicitation & Information Statement 2022

Sep 15, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

If you have sold or transferred all your shares in Dexin Services Group Limited, you should at once hand this circular to the purchaser or the transferee or to the bank manager, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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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) MAJOR TRANSACTION; AND (2) REMEDIAL MEASURES OF THE COMPANY

Unless the context otherwise requires, all capitalized terms used on this cover page and in this circular have the meanings set out in the section headed ‘‘Definitions’’ of this circular.

A letter from the Board is set out on pages 3 to 11 of this circular.

The Guarantee and the Pledge have been approved and rectified by written Shareholders’ approval pursuant to Rule 14.44 of the Listing Rules in lieu of a general meeting of the Company. For details relating to the remedial measures, please refer to the paragraph headed ‘‘Remedial Measures’’ as set out in the Letter from the Board. This circular is being despatched to the Shareholders for information only.

16 September 2022

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX I	— FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . .	12
APPENDIX II	— GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

In this circular, unless the context states otherwise, the following expressions have the following meaning:

‘‘Board’’ the board of Directors ‘‘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)

• ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Dexin China’’ Dexin China Holdings Company Limited (德信中國控股有限公 司), an exempted company incorporated in the Cayman Islands with limited liability on January 16, 2018, whose shares are listed on the Main Board of the Stock Exchange (stock code: 2019), and controlled by Mr. Hu Yiping, one of the Company’s controlling shareholders, thus also a connected person of the Company

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Guarantee’’ the guarantee provided by Shanghai Xuquan to Hangzhou Ruiyang pursuant to the Guarantee Agreement

• ‘‘Guarantee the agreement dated 29 December 2021 entered into between Agreement’’ Shanghai Xuquan and Hangzhou Ruiyang, pursuant to which, Shanghai Xuquan shall provide a guarantee for the amount of RMB496 million borrowed by Hangzhou Ruiyang from Ping An Bank and receive 8% guarantee fee per year from Hangzhou Ruiyang

• ‘‘Hangzhou Ruiyang’’ Hangzhou Ruiyang Supply Chain Management Co., Ltd.* (杭州 瑞揚供應鏈管理有限公司), a business partner of the Company, and despite its interest in the Company as disclosed in Appendix II to this circular, is an independent third party of the Company

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘independent third independent third party(ies) who is/are not connected person(s) party(ies)’’ of the Company and is/are independent of and not connected with the Company and directors, chief executive, controlling shareholders and substantial shareholders of the Company or any of its subsidiaries or their respective associates

– 1 –

DEFINITIONS

‘‘Latest Practicable	9 September 2022, being the latest practicable date prior to the
Date’’	printing of this circular for ascertaining certain information
	contained in this circular
‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the Stock
	Exchange
‘‘percentage ratio’’	has the meaning ascribed thereto under the Listing Rules
‘‘Ping An Bank’’	Ping An Bank Co., Ltd. Hangzhou Branch* (平安銀行股份有限
	公司杭州分行), the branch of a joint stock limited liability
	company established in the PRC, the issued shares of which are
	listed on the Shenzhen Stock Exchange (Stock Code: 000001)
‘‘Pledge’’	the pledge made by Shanghai Xuquan to Ping An Bank pursuant
	to the Pledge Contracts
‘‘Pledge Contract 1’’	the pledge contract dated 29 December 2021 entered into
	between Shanghai Xuquan and Ping An Bank to pledge the
	certificate of deposit of a total value of RMB100 million
‘‘Pledge Contract 2’’	the pledge contract dated 29 December 2021 entered into
	between Shanghai Xuquan and Ping An Bank to pledge the
	certificate of deposit of a total value of RMB200 million
‘‘Pledge Contract 3’’	the pledge contract dated 6 January 2022 entered into between
	Shanghai Xuquan and Ping An Bank to pledge the certificate of
	deposit of a total value of RMB204.5 million
‘‘Pledge Contracts’’	Pledge Contract 1, Pledge Contract 2 and Pledge Contract 3
‘‘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
‘‘RMB’’	Renminbi, the lawful currency of the PRC
‘‘Shanghai Xuquan’’	Shanghai Xuquan Trading Co., Ltd.* (上海栩全商貿有限公司)
‘‘Share(s)’’	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
‘‘Shareholder(s)’’	holder(s) of the Share(s)
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘%’’	per cent

• For identification purpose only. The English translation of Chinese names or words in this circular, where indicated, are included for information purpose only and should not be regarded as the official English translation of such Chinese names or words. In the event of any inconsistency, the Chinese name prevails.

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LETTER FROM THE BOARD

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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)

Executive Directors: Hu Yiping (Chairman) Tang Junjie Zhu Xiaoli

Registered Address: Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands

Independent Non-executive Directors: Jia Shenghua Principal place of business in Hong Kong: Rui Meng 40th Floor, Yang Xi Dah Sing Financial Centre, No. 248 Queen’s Road East, Wanchai Hong Kong 16 September 2022

To the Shareholders

Dear Sir or Madam,

(1) MAJOR TRANSACTION; AND

(2) REMEDIAL MEASURES OF THE COMPANY

INTRODUCTION

Reference is made to the announcement published by the Company on 22 April 2022 in relation to, among others, the Pledge and the Guarantee.

The purpose of this circular is to provide you with, among other things, (i) details of the Guarantee Agreement and Pledge Contracts thereunder; (ii) the financial information of the Group; and (iii) other information as required under the Listing Rules.

During the preparation of the annual audited consolidated financial statements of the Company for the year ended 31 December 2021, the Pledge and the Guarantee were first noticed by the Company’s former auditors from reviewing the Guarantee Agreement and Pledge Contracts, and that due to an inadvertent mistake, which caused a failure on the Company to comply with the reporting, announcement, circular and shareholders’ approval

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LETTER FROM THE BOARD

requirements in respect of the Guarantee and the Pledge and the requirement to seek advice from its compliance adviser before entering into the Guarantee Agreement and the Pledge Contracts, and constituted non-compliance with the Listing Rules.

On 29 December 2021, Shanghai Xuquan, an indirect wholly-owned subsidiary of the Company, entered into the Guarantee Agreement with Hangzhou Ruiyang, a business partner of the Company and, despite its interest in the Company as disclosed in Appendix II to this circular, an independent third party of the Company, pursuant to which, Shanghai Xuquan shall provide a guarantee for the amount of RMB496 million borrowed by Hangzhou Ruiyang from Ping An Bank and receive 8% annual guarantee fee from Hangzhou Ruiyang. On 29 December 2021 and 6 January 2022, Shanghai Xuquan entered into the Pledge Contracts with Ping An Bank. On 6 January 2022, Shanghai Xuquan pledged the certificates of deposit of a total value of RMB504.5 million to Ping An Bank in order to provide guarantees for Hangzhou Ruiyang under the Guarantee Agreement, for the amount of RMB496 million by way of pledge. Shanghai Xuquan will receive an aggregate of 10.1% of the total amount of the Pledge Contracts as the income (being the aggregate of the 2.1% interest income per year generated from the Pledge Contracts and 8% guarantee fee per year from the Guarantee Agreement).

THE TRANSACTIONS

The principal terms of the Guarantee Agreement are set out below:

Date: 29 December 2021 Parties: (1) Shanghai Xuquan; and (2) Hangzhou Ruiyang

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, despite Hangzhou Ruiyang’s interest in the Company as disclosed in Appendix II to this circular, Hangzhou Ruiyang and its ultimate beneficial owners are independent third parties of the Company and its connected persons

• Terms of the (1) Shanghai Xuquan agrees to provide guarantee required Guarantee: by Ping An Bank to prompt the completion of borrowing by Hangzhou Ruiyang;

• (2) Hangzhou Ruiyang undertakes that if its borrowing application with Ping An Bank is approved, the use of proceeds will be used for its normal business operations and guarantees to repay accordingly;

• (3) Hangzhou Ruiyang will repay 8% guarantee fee per year to Shanghai Xuquan quarterly for the pledge provided by Shanghai Xuquan;

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LETTER FROM THE BOARD

• (4) in order to ensure the safety of the fund of Shanghai Xuquan, a controlling shareholder and related party of Hangzhou Ruiyuan, which despite Hangzhou Ruiyang’s interest in the Company as disclosed in Appendix II to this circular, is an independent third party of the Company and its connected persons, shall provide a counter-guarantee of RMB500 million to Shanghai Xuquan from 29 December 2021 to 7 January 2023;

• (5) the Guarantee Agreement shall be terminated if the borrowing application with Ping An Bank is not approved; and

• (6) if Hangzhou Ruiyuan did not perform its obligations pursuant to its borrowing from Ping An Bank and causing Ping An Bank to require Shanghai Xuquan to perform its guarantee responsibilities, Shanghai Xuquan has the right to require Hangzhou Ruiyuan to repay all the losses and an amount for breach of contract of RMB2 million.

Pursuant to the counter-guarantee arrangement under the Guarantee Agreement, the controlling shareholder and related party of Hangzhou Ruiyang, namely Deqing Kaisheng Enterprise Management Co., Ltd. (德清凱昇企業管理有限公司) (the ‘‘Guarantor’’), undertakes to provide joint and several liability guarantee for all the obligations under the Guarantee Agreement entered into between Shanghai Xuquan and Hangzhou Ruiyang as well as the loan agreement entered into between Hangzhou Ruiyang and Ping An Bank, including but not limited to all the obligations that Hangzhou Ruiyang should perform, the liability for breach of contract or the liability for compensation.

In making reasonable inquiries about Hangzhou Ruiyang and the Guarantor, the Company has conducted financial due diligence and assessment of Hangzhou Ruiyang’s financial situation, and conducted research on its market and industry to understand the financial and credit status of Hangzhou Ruiyang and the Guarantor. In particular, the Company has considered the corporate information, principal business activities, operating data (including revenue, gross profit, gross profit margin) of Hangzhou Ruiyang and whether it was subject to any legal proceedings. Accordingly, the Board had evaluated the ability of repayment and counter-guarantee by Hangzhou Ruiyang and the Guarantor, and concluded that the financial and credit risks of Hangzhou Ruiyang and the Guarantor are likely to be low and manageable.

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LETTER FROM THE BOARD

The principal terms of the Pledge Contracts are set out below:

Dates:

Parties:

29 December 2021 (Pledge Contract 1) 29 December 2021 (Pledge Contract 2) 6 January 2022 (Pledge Contract 3) (1) Shanghai Xuquan, as the pledger (2) Ping An Bank, as the pledgee

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Ping An Bank and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

Deposits to be pledged Certificates of deposits of a total value of RMB504.5 and interest income: million, deposited by Shanghai Xuquan into the pledge account designated by Ping An Bank in order to provide guarantees for Hangzhou Ruiyang, Shanghai Xuquan will receive 8% of the total amount of the Pledge Contracts as the guarantee fee per year. In addition, Shanghai Xuquan will be entitled to 2.1% interest income per year for the deposits pledged at Ping An Bank.

Terms of the Pledge:

• (1) The Pledge will be effective from the effective dates of the Pledge Contracts until the repayment of RMB496 million by Hangzhou Ruiyang; and

• (2) Shanghai Xuquan will be entitled to 2.1% interest income per year pursuant to the Pledge.

The term of the Guarantee and the Pledge was starting from the signing of the Guarantee Agreement and Pledge Contracts to the date when Hangzhou Ruiyang repays its relevant borrowings (including any penalty and interest) to Ping An Bank in full, but in any event Hangzhou Ruiyang must repay in full not more than one year after Hangzhou Ruiyang entered into relevant borrowing agreements with Ping An Bank.

REASONS FOR AND BENEFITS OF ENTERING INTO THE GUARANTEE AGREEMENT AND THE PLEDGE CONTRACTS

The Board considers that entering into the Guarantee and the Pledge would provide additional income on a short term basis and can strengthen its business resources with its business partners. The guarantee fee of 8% and the interest income of 2.1% is based on the commercial discussion between the parties with references to (i) the interest rate range for the central bank’s one-year loan in the PRC market of 4% to 10% for the guarantee fee of 8%, and the interest rate range for the central bank’s one-year deposit rate of 1.5% to

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LETTER FROM THE BOARD

2.78% for the interest income of 2.1%; (ii) the industry to which the Company belongs; and (iii) the terms and the scale of the Guarantee and the Pledge. The central bank’s one-year loan interest rate and one-year deposit rate were used as the benchmarks in determining the guarantee fee and interest rate of the Guarantee and the Pledge, since such interest rates are relatively fair and commonly considered in similar transactions of the Company and transactions of other companies listed on the Stock Exchange. Taking into consideration that the term of the Guarantee and the Pledge was within one year, the Board is therefore of the view that such interest rates are appropriate benchmarks for determining the guarantee fee and interest rate of the Guarantee and the Pledge. The Board considers that the terms of the Guarantee Agreement and the Pledge Contracts (including the guarantee fee and interest rate of the deposits) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

RELEASE OF THE PLEDGE CONTRACTS

As at the Latest Practicable Date, all the Pledge Contracts were released with the certificates of deposits pledged in the aggregate amount of RMB504.5 million returned to Shanghai Xuquan from Ping An Bank.

INFORMATION OF THE PARTIES

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

Shanghai Xuquan is a company established under the laws of the PRC with limited liability, an indirect wholly-owned subsidiary of the company. It is principally engaged in sales of building materials and business management.

Hangzhou Ruiyang is a company established under the laws of the PRC with limited liability. It is principally engaged in supply chain management, which is held as to 95% by Deqing Kaisheng Enterprise Management Co., Ltd. (德清凱昇企業管理有限公司) and 5% by Wei Qiang (魏強); Deqing Kaisheng Enterprise Management Co., Ltd. is held by Lai Haiping (賴海萍). To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Wei Qiang (魏強), Lai Haiping (賴海萍) are third parties independent of the Company and its connected persons. The Company became acquainted with Hangzhou Ruiyang starting from August 2021, when the Company entered into a strategic cooperation agreement with it. Hangzhou Ruiyang is also a supplier and an independent third party of Dexin China. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, apart from being a business partner of the Company and a supplier of Dexin China and apart from the interest of Hangzhou Ruiyang in the Company disclosed in Appendix II to this circular, Hangzhou Ruiyang does not have any other relationship with the Company, its connected persons and their respective associates.

Deqing Kaisheng Enterprise Management Co., Ltd. is a company established under the laws of the PRC with limited liability. It is the controlling shareholder of Hangzhou Ruiyang and holding 95% of its equity interest. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, apart from the interest of

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LETTER FROM THE BOARD

Hangzhou Ruiyang in the Company disclosed in Appendix II to this circular, Deqing Kaisheng Enterprise Management Co., Ltd. does not have any relationship (business or otherwise) with the Company, its connected persons and their respective associates.

Ping An Bank Co., Ltd. Hangzhou Branch (平安銀行股份有限公司杭州分行), the branch of a joint stock limited liability company established in the PRC, the issued shares of which are listed on the Shenzhen Stock Exchange (Stock Code: 000001).

IMPLICATIONS OF THE LISTING RULES

As the Guarantee Agreement, Pledge Contract 1, Pledge Contract 2 and Pledge Contract 3 were entered into within a 12 month period and entered into between the same parties or are otherwise related, the Guarantee Agreement and the Pledge Contracts were required to be aggregated pursuant to Rule 14.22 of the Listing Rules.

As one or more of the applicable percentage ratio in respect of the Guarantee Agreement and the Pledge Contracts exceed 25% but all of them are less than 75%, the Guarantee and the Pledge constitute a major transaction of the Company under Chapter 14 of the Listing Rules, and is subject to reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Due to the inadvertent mistake of the Company, the Company has breached Rule 14.34, 14.38A and 14.40 of the Listing Rules in failing to comply with the reporting, announcement, circular and shareholders’ approval requirements in respect of the Guarantee and the Pledge and Rule 3A.23(2) of the Listing Rules in failing to seek advice from its compliance adviser at the time the Guarantee Agreement and the Pledge Contracts were entered into, and constituted non-compliance of the Listing Rules.

REMEDIAL MEASURES

In view of the non-compliance of the Listing Rules and to ensure proper compliance with the Listing Rules in the future, the Company deeply regrets its failure to make timely disclosures in respect of the Guarantee Agreement and the Pledge Contracts and is promptly carrying out remedial measures to protect the interest of the Company and the Shareholders as a whole as follows:

• (a) the Company issued the announcement dated 22 April 2022 disclosing the details of the transactions in accordance with the Listing Rules in order to keep all Shareholders informed;

• (b) the Company issued the circular disclosing further details of the transactions in accordance with the relevant provisions of Chapter 14 of the Listing Rules in order to keep all Shareholders informed;

• (c) the Company arranged to release the Pledge with the certificates of deposits pledged in the aggregate amount of RMB504.5 million returned to Shanghai Xuquan from Ping An Bank;

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LETTER FROM THE BOARD

• (d) entrusting 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;

• (e) arranging for the Company’s finance department to conduct a series of self-inspection actions to scrutinize whether the Company has any other similar incident;

• (f) seeking legal advice and other professional advice from time to time to ensure proper disclosure in compliance with the requirements of the Listing Rules;

• (g) arranging a 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

• (h) the Company has engaged an independent internal control consultant to conduct an independent internal control review on the Company’s internal control system and to conduct a follow-up review for the proposed remedial measures to prevent future occurrence of similar non-compliance incidents.

In connection with remedial measures (d) to (h) above, the Company has implemented since mid-July 2022 further internal control enhancements over the policies and procedures to identify any potential notifiable transactions and to ensure that these transactions are well assessed and analysed in compliance with the Listing Rules. As at the Latest Practicable Date, the Company has adopted the following measures and has already updated, among others, the following policies and procedures which have been reviewed and approved by the Directors and such policies and procedures are effective since mid-July 2022:

(1) Setting up minimum contract amount to identify any potential notifiable transactions

With reference to the latest published financial statements, the chief financial officer (‘‘CFO’’) and company secretary of the Company (‘‘Company Secretary’’) will determine the minimum contract amount for identifying the potential notifiable transaction on a half-year basis. The finance department, all senior management of each department and the Board will need to agree on the minimum contract amount.

All contracts not entered in the ordinary and usual course of business with an amount exceeding the minimum contract amount are classified as potential notifiable transactions.

(2) Escalating any potential notifiable transaction to the CFO

The senior management of each department will be responsible to assess if there is any potential notifiable transaction before entering the contract approval process. Upon identifying any potential notifiable transaction, the senior management of each department must notify the CFO.

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LETTER FROM THE BOARD

(3) Involving professional parties in handling identified notifiable transaction

All contracts being classified as potential notifiable transactions must be approved by the CFO. The CFO is required to notify the Company Secretary and seek advice from compliance advisor or legal advisor to assess and confirm whether the transaction falls into one of the classifications as set out in Chapter 14 of the Listing Rules. The assessment result obtained from the Company Secretary, compliance advisor or legal advisor will be maintained by CFO.

After confirming with the Company Secretary, compliance advisor and/or legal advisor, all confirmed notifiable transactions must be approved by the Board.

(4) Keeping relevant documentation for all notifiable transactions by CFO

The CFO is responsible for maintaining all documentation about identification and further handling of the notifiable transactions, including but not limited to i) records of communications with all professional parties; and ii) approval records of all the relevant contracts.

(5) Regular review on master contract register by CFO

The CFO reviews the master contract register on weekly basis to ensure that he/she has been designated as the approver of all potential notifiable transactions taking reference to the minimum contract amount.

(6) Further enhancing the treasury management policies

Upon offering any type of financial assistance and arrangement of deposit pledging, the finance department is required to escalate to the CFO immediately if the contract sum exceeds the minimum contract amount. The CFO will be required to follow the enhanced policies and procedures as described above to assess if the proposed contract is a potential notifiable transaction.

(7) Regular checking on the enhanced internal control measures

Ensuring the enhanced internal control system is strictly adhered to, the Company will either appoint an independent internal control consultant or arrange an internal audit team to perform an annual internal control review on the system. The review result will be addressed to the audit committee.

The Company has engaged Avista PRO-WIS Risk Advisory Limited as the independent internal control consultant to conduct an independent internal control review on the Company’s internal control system and to provide a report on the non-compliance incident which included the follow-up review for the proposed remedial measures. As of the Latest Practicable Date, Avista PRO-WIS Risk Advisory Limited is conducting the internal control review.

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LETTER FROM THE BOARD

(8) Arranging regular training for Chapter 14 of Listing Rules

The Company will provide training organised by experts in listing rules such as the compliance advisor or legal advisor to the Finance team, senior management of each department, Board and Company secretary on a regular basis to strengthen their understanding of the relevant listing rules and the enhanced internal control measures in relation to notifiable transactions.

The compliance advisor and the legal advisor of the Company provided an updated training on Chapter 14 of Listing Rule to the Board, finance team and senior management on 18 July 2022.

WRITTEN SHAREHOLDERS’ APPROVAL

Pursuant to Rule 14.44 of the Listing Rules, in lieu of a resolution to be passed at a general meeting of the Company, The Company has obtained the written approval and rectification from a closely allied group of Shareholders, comprising Mr. Hu Yiping who is the Director, Ms. Wei Peifen who is the spouse of Mr. Hu Yiping, and Shengfu International Limited which is owned as to approximately 92% by Mr. Hu Yiping and 8% by Ms. Wei Peifen, who are together beneficially interested in an aggregate of approximately 529,000,000 shares of the Company, representing approximately 53.48% of the total number of issued shares of the Company as at the Latest Practicable Date, to approve the Guarantee Agreement and the Pledge Contracts. To the best of the Directors’ knowledge, information and belief, after having made all reasonable enquiries, none of the Shareholders has any material interest in the Guarantee and the Pledge and therefore no Shareholder would be required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the Guarantee and the Pledge.

If the Company were to convene an extraordinary general meeting for the approval of the Guarantee and the Pledge and voting were required, the Directors would have recommended the Shareholders to vote in favour of such resolutions based on the reasons set out in this letter as the Directors, including the independent non-executive Directors, are of the view that the entering into of the Guarantee Agreement and the Pledge Agreement is fair and reasonable and in the interests of the Shareholders as a whole. As such, although the Company deeply regrets its failure to comply with the Listing Rules, the delay in the publication of the announcement, the failure to seek advice from its compliance adviser before entering into the Guarantee Agreement and the Pledge Contracts, as well as the rectification by the Shareholders by way of written approval, the Guarantee and the Pledge do not in view of the Board constitute a material detrimental impact to its Shareholders.

GENERAL INFORMATION

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

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

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP

Financial information of the Group for past three years ended 31 December 2021 were set out in the relevant annual report and prospectus of the Company posted on the Stock Exchange’s website (http://www.hkexnews.hk) and the Company’s website (http://www.shengquanwuye.com). Please also see below quick links to the relevant annual report and prospectus:

• . Annual report of the Company for the year ended 31 December 2021 (pages 82 to 164)

• (https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0607/2022060701567.pdf)

• . Prospectus of the Company dated 29 June 2021 for financial information of the Group during the track record period comprising the three years ended 31 December 2018, 2019 and 2020 (pages I-5 to I-11)

• (https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0629/2021062900043.pdf)

2. STATEMENT OF INDEBTEDNESS

As at the close of business on 31 July 2022, being the most recent practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had the following liabilities:

(a) Borrowings

As at 31 July 2022, the Group had outstanding (i) no guarantee and unsecured bank borrowings of approximately RMB40,000,000; and (ii) unsecured bank borrowings of approximately RMB5,000,000 and RMB3,000,000 and guaranteed by Dexin Shengquan Property Services Co., Ltd. and Hangzhou Financing Guarantee Co., Ltd. (杭州市融資擔保有限公司) respectively.

(b) Lease liabilities

As at 31 July 2022, the Group had outstanding lease liabilities of approximately RMB3,351,000.

(c) Contingent liabilities

As at 31 July 2022, the Group did not have any contingent liabilities.

(d) Pledge of assets

As at 31 July 2022, the Group did not have any pledge of assets.

Save as aforesaid, and apart from intra-group liabilities, at the close of business on 31 July 2022, the Group had no other outstanding mortgages, charges, debentures or other loan capital or bank overdrafts or loans or other similar indebtedness, finance lease or hire purchase commitments, liabilities under acceptance or acceptance credits, debt securities, guarantees or other material contingent liabilities.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

3. WORKING CAPITAL

After taking into account the internal financial resources and bank loans available to the Group, the Directors are of the opinion that the Group will have sufficient working capital for its present requirements for a period of at least 12 months from the date of this circular.

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse changes in the financial or trading position of the Group since 31 December 2021 (being the date to which the latest published audited consolidated financial statements of the Group were made up).

5. FINANCIAL AND TRADING PROSPECTS

For the year ended 31 December 2021, the Group’s revenue amounted to approximately RMB870.42 million, and the profit for the year was approximately RMB110.05 million, representing an increase of approximately 25.7% and 4.0% respectively as compared to the year ended 31 December 2020.

Under the background of the national policy of emission peak and carbon neutrality, we took the lead in the industry to respond to the policy requirements by issuing the first white paper on carbon neutrality and proposing the T.H.I.N.K Property Carbon Neutrality Management System, which provides carbon neutrality transformation action ideas for the whole life cycle of the industry through five major segments: Technology — Technology Empowerment, Health — Healthy Life, Intelligence — Intelligent Brain, Neutral — Ecological Compensation and Knowledge -Knowledge-based Promotion.

The Group will further transform into a property + lifestyle service model in accordance with the relevant supporting policies. In the strategic vision of being a future urban lifestyle service provider, we will greatly improve our endogenous power of property services, continue to innovate and expand our industry boundaries, actively cultivate core business growth points, and focus on building the Group into a future urban lifestyle service provider with high quality development, steady and sustainable growth, and continue to strive for the medium and long-term goal of becoming one of the leading property services management providers in China.

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APPENDIX II

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURE

• a) Long positions in the ordinary shares of the Company

			Percentage of
		Number of	the Company’s
		Shares	issued share
Name of Director	Nature of interest	interested	capital
Mr. Hu Yiping	Interest in controlled	529,202,279	53.48%
(Note 1)	corporation (Note 1)
	Interest of spouse (Note 1)

Note:

• (1) Shengfu International Limited (‘‘Shengfu International’’) is owned as to 91.6% by Mr. Hu Yiping (‘‘Mr. Hu’’) and 8.4% by Ms. Wei Peifen (‘‘Ms. Wei’’), the spouse of Mr. Hu. By virtue of the SFO, Mr. Hu and Ms. Wei are deemed to be interested in the Shares held by Shengfu International.

• b) Interests in Shares of the Company’s the associated corporation

				Approximate
				percentage of
			Number of	issued Shares as
	Name of associated		Shares	at the Latest
Director	corporation	Nature of interest	interested	Practicable Date
Executive Director
Mr. Hu Yiping	Shengfu	Beneficial owner	458	91.6%
	International

– 14 –

GENERAL INFORMATION

APPENDIX II

Saved as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executives of the Company had any interests or short positions in any shares, underlying shares or debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) of the Company which were (i) required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO; (ii) required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers, to be notified to the Company and the Stock Exchange.

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as is known to any of the Directors and based on the publicly available information as of the Latest Practicable Date, the following persons (other than a person who is a Director or chief executive of the Company) had interests or short positions in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group, or which was recorded in the register required to be kept by the Company (the ‘‘Register’’) under section 336 of the SFO:

			Percentage of
			the Company’s
	Capacity/Nature of	Number of	issued share
Name of substantial shareholder	interest	shares	capital
Shengfu International (Note 1)	Beneficial owner	529,202,279	53.48%
Mr. Hu Yiping (Note 1)	Interest in controlled	529,202,279	53.48%
	corporation
Ms. Wei Peifen (Note 1)	Interest of spouse	529,202,279	53.48%
Kaibang International Limited	Beneficial owner	129,629,630	13.10%
HuaAn Fund-Huamei	Other (Note 2)	70,558,000	7.13%
Investment QDII*
(華安基金—華媒投資QDII),
HuaAn Fund-Nacity
Property Service QDII*
(華安基金—南都物業QDII),
HuaAn Fund-Ruiyang
QDII* (華安基金—瑞揚
QDII) and other asset
management plans
represented by HuaAn Fund
Management Co., Ltd.*
(華安基金管理有限公司)
(Note 2)
HONG KONG MEI LUN	Beneficial owner	53,418,803	5.40%
INT’L CO., LIMITED
(‘‘HK Mei Lun’’) (Note 3)
Ms. Shen Yuehua (‘‘Ms. Shen’’)	Interest in controlled	53,418,803	5.40%
	corporation
Mr. Jin Liang (‘‘Mr. Jin’’)	Interest of spouse	53,418,803	5.40%

– 15 –

APPENDIX II

GENERAL INFORMATION

Note:

• (1) Shengfu International is owned as to 91.6% by Mr. Hu and 8.4% by Ms. Wei, the spouse of Mr. Hu. By virtue of the SFO, Mr. Hu and Ms. Wei are deemed to be interested in the Shares held by Shengfu International.

• (2) HuaAn Fund-Huamei Investment QDII (華安基金—華媒投資QDII), HuaAn Fund-Nacity Property Service QDII (華安基金-南都物業QDII) and HuaAn Fund-Ruiyang QDII (華安基 金—瑞揚QDII) single asset management plans held 31,045,000, 6,523,000 and 32,990,000 shares of the Company, respectively. Their respective trustors are Zhejiang Huamei Investment Co., Ltd. (浙 江華媒投資有限公司), Nacity Property Service Group Co., Ltd. (南都物業服務集團股份有限公司) and Hangzhou Ruiyang Supply Chain Management Co., Ltd. (杭州瑞揚供應鏈管理有限公司).

• (3) HK Mei Lun is owned as to approximately 93.9% by Ms. Shen and 6.1% by Mr. Jin, the spouse of Ms. Shen. By virtue of the SFO, Ms. Shen and Mr. Jin are deemed to be interested in the Shares held by HK Mei Lun.

• (4) As at the Latest Practicable Date, the total number of issued Shares of the Company was 989,461,000 shares.

Save as disclosed above, as at the Latest Practicable Date, so far as it was known by or otherwise notified to any Directors or the chief executive of the Company, other than a Director or the chief executive of the Company, none of the Shareholders had any interests or short positions in the Shares and underlying Shares which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO.

4. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Group within the two years immediately preceding the Latest Practicable Date which are or may be material:

• a) an equity interest transfer agreement (股權轉讓協議書) dated 11 August 2020 and entered into among Shengquan Holdings Co., Ltd. (盛全控股有限公司), Shengquan Property Services Co., Ltd. (盛全物業服務股份有限公司) and Dexin Property Services Co., Ltd. (德信物業服務有限公司) in respect of the transfer of 100% equity interest in Dexin Property Services Co., Ltd. (德信物業服務有限公 司) from Shengquan Holdings Co., Ltd. (盛全控股有限公司) to Shengquan Property Services Co., Ltd. (盛全物業服務股份有限公司) at nil consideration;

• b) an equity interest transfer agreement (股權轉讓協議書) dated 19 August 2020 entered into among Shengquan Property Services Co., Ltd. (盛全物業服務股份有 限公司), Zhoushan Putuo Donggang Jitai Property Management Co., Ltd. (舟山 市普陀區東港吉泰物業管理有限公司) and Zhejiang Daye Holdings Group Co., Ltd. (浙江大業控股集團有限公司) in respect of the transfer of 65% equity interest in Zhoushan Shengquan Zhongshun Property Services Co., Ltd. (舟山盛全中順物 業服務有限公司) from Shengquan Property Services Co., Ltd. (盛全物業服務股份 有限公司) to Zhoushan Putuo Donggang Jitai Property Management Co., Ltd. (舟 山市普陀區東港吉泰物業管理有限公司) at a consideration of RMB92,113.4;

– 16 –

APPENDIX II

GENERAL INFORMATION

• c) an equity interest transfer agreement (股權轉讓協議書) dated 31 August 2020 entered into among Shengquan Holdings Co., Ltd. (盛全控股有限公司), Dexin Shengquan Property Services Co., Ltd. (德信盛全物業服務有限公司) and Zhejiang Shengquan Security Services Co., Ltd. (浙江盛全保安服務有限公司) in respect of the transfer of 100% equity interest in Zhejiang Shengquan Security Services Co., Ltd. (浙江盛全保安服務有限公司) from Shengquan Holdings Co., Ltd. (盛全控股 有限公司) to Dexin Shengquan Property Services Co., Ltd. (德信盛全物業服務有 限公司) at a consideration of RMB8,604,892.13;

• d) an equity interest transfer agreement (股權轉讓協議書) dated 15 September 2020 entered into among Dexin Holdings Group Co., Ltd. (德信控股集團有限公司), Dexin Shengquan Property Services Co., Ltd. (德信盛全物業服務有限公司) and Hangzhou Rongyun Business Services Co., Ltd. (杭州融運商務服務有限公司) in respect of the transfer of 100% equity interest in Hangzhou Rongyun Business Services Co., Ltd. (杭州融運商務服務有限公司) from Dexin Holdings Group Co., Ltd. (德信控股集團有限公司) to Dexin Shengquan Property Services Co., Ltd. (德 信盛全物業服務有限公司) at a consideration of RMB967,900;

• e) an equity interest transfer agreement (股權轉讓協議書) dated 22 September 2020 entered into among Dexin Shengquan Property Services Co., Ltd. (德信盛全物業 服務有限公司), Shengquan Holdings Co., Ltd. (盛全控股有限公司) and Hangzhou Shengquan Health Management Co., Ltd. (杭州盛全健康管理有限公司) in respect of the transfer of 100% equity interest in Hangzhou Shengquan Health Management Co., Ltd. (杭州盛全健康管理有限公司) from Dexin Shengquan Property Services Co., Ltd. (德信盛全物業服務有限公司) to Shengquan Holdings Co., Ltd. (盛全控股有限公司) at a consideration of RMB4,465,084.88;

• f) an equity interest transfer agreement (股權轉讓協議書) dated 22 September 2020 entered into among Dexin Shengquan Property Services Co., Ltd. (德信盛全物業 服務有限公司), Shengquan Holdings Co., Ltd. (盛全控股有限公司) and Hangzhou Shengquan Education Technology Co., Ltd. (杭州盛全教育科技有限公司) in respect of the transfer of 100% equity interest in Hangzhou Shengquan Education Technology Co., Ltd. (杭州盛全教育科技有限公司) from Dexin Shengquan Property Services Co., Ltd. (德信盛全物業服務有限公司) to Shengquan Holdings Co., Ltd. (盛全控股有限公司) at a consideration of RMB3,131,262.52;

• g) an equity interest transfer agreement (股權轉讓協議書) dated 25 September 2020 entered into among Shengquan Holdings Co., Ltd. (盛全控股有限公司), Dexin Shengquan Property Services Co., Ltd. (德信盛全物業服務有限公司) and Hangzhou Xier Technology Co., Ltd. (杭州悉爾科技有限公司) in respect of the transfer of 51% equity interest in Hangzhou Xier Technology Co., Ltd. (杭州悉爾 科技有限公司) from Shengquan Holdings Co., Ltd. (盛全控股有限公司) to Dexin Shengquan Property Services Co., Ltd. (德信盛全物業服務有限公司) at a consideration of RMB63,092,069;

– 17 –

APPENDIX II

GENERAL INFORMATION

• h) an equity interest transfer agreement (股權轉讓協議書) dated 15 October 2020 entered into among Shengquan Holdings Co., Ltd. (盛全控股有限公司), Meihao Holdings Group Co., Ltd. (美好控股集團有限公司) and Dexin Shengquan Property Services Co., Ltd. (德信盛全物業服務有限公司) in respect of the 7.5% equity interest in Dexin Shengquan Property Services Co., Ltd. (德信盛全物業服 務有限公司) from Shengquan Holdings Co., Ltd. (盛全控股有限公司) to Meihao Holdings Group Co., Ltd. (美好控股集團有限公司) at a consideration of RMB11,250,000;

• i) a joint venture agreement (合資合同) dated 1 November 2020 entered into among Shengquan Holdings Co., Ltd. (盛全控股有限公司), Deqing Kaibang Investment Partnership (Limited Partnership) (德清凱邦投資合夥企業（有限合夥）), Meihao Holdings Group Co., Ltd. (美好控股集團有限公司) and Zhi Da Xiao Rui (Hong Kong) Limited (智大曉瑞（香港）有限公司) in respect of a capital injection of RMB7,507,500 or equivalent foreign currency by Zhi Da Xiao Rui (Hong Kong) Limited (智大曉瑞（香港）有限公司) for subscription of 5.005% equity interest in Dexin Shengquan Property Services Co., Ltd. (德信盛全物業服務有限公司);

• j) an equity interest transfer agreement (股權轉讓協議) dated 16 November 2020 entered into between Shengquan Holdings Co., Ltd. (盛全控股有限公司) and Zhejiang Shengquan Technology Co., Ltd. (浙江盛全科技有限公司) in respect of the transfer of 70.57% equity interest in Dexin Shengquan Property Services Co., Ltd. (德信盛全物業服務有限公司) from Shengquan Holdings Co., Ltd. (盛全控股 有限公司) to Zhejiang Shengquan Technology Co., Ltd. (浙江盛全科技有限公司) at a consideration of RMB41,455,000;

• k) an equity interest transfer agreement (股權轉讓協議) dated 16 November 2020 entered into between Deqing Kaibang Investment Partnership (Limited Partnership) (德清凱邦投資合夥企業（有限合夥）) and Zhejiang Shengquan Technology Co., Ltd. (浙江盛全科技有限公司) in respect of the transfer of 17.3% equity interest in Dexin Shengquan Property Services Co., Ltd. (德信盛全 物業服務有限公司) from Deqing Kaibang Investment Partnership (Limited Partnership) (德清凱邦投資合夥企業（有限合夥）) to Zhejiang Shengquan Technology Co., Ltd. (浙江盛全科技有限公司) at a consideration of RMB10,160,000;

• l) an equity interest transfer agreement (股權轉讓協議) dated 16 November 2020 entered into between Meihao Holdings Group Co., Ltd. (美好控股集團有限公司) and Zhejiang Shengquan Technology Co., Ltd. (浙江盛全科技有限公司) in respect of the transfer of 7.125% equity interest in Dexin Shengquan Property Services Co., Ltd. (德信盛全物業服務有限公司) from Meihao Holdings Group Co., Ltd. (美好控股集團有限公司) to Zhejiang Shengquan Technology Co., Ltd. (浙江盛全 科技有限公司) at a consideration of RMB4,185,000;

• m) a capital increase agreement (增資協議) dated 25 December 2020 entered into among Dexin Shengquan Property Services Co., Ltd. (德信盛全物業服務有限公 司), Huzhou Guomao Property Co., Ltd. (湖州國貿物業有限責任公司) and

– 18 –

APPENDIX II

GENERAL INFORMATION

Huzhou Lvtou Asset Management Co., Ltd. (湖州旅投資產管理有限公司) in respect of the increase in capital injection in Huzhou Guomao Property Co., Ltd. (湖州國貿物業有限責任公司) of RMB1,652,779.43 to be contributed by Dexin Shengquan Property Services Co., Ltd. (德信盛全物業服務有限公司);

• n) a share swap agreement (股權轉讓協議) dated 30 December 2020 entered into between Createwisdom International Limited (創智國際有限公司) and Dexin Services Group Limited (德信服務集團有限公司), pursuant to which Createwisdom International Limited (創智國際有限公司) transferred one share of Zhirui International Limited (智瑞國際有限公司) to Dexin Services Group Limited (德信服務集團有限公司) and, as settlement, Dexin Services Group Limited (德信服務集團有限公司) issued 53 shares to Createwisdom International Limited (創智國際有限公司) or its nominee;

• o) a cornerstone investment agreement (基石投資協議) dated 25 June 2021 entered into among Dexin Services Group Limited (德信服務集團有限公司), JIC TRUST CO., LTD (中建投信託股份有限公司) and CCB International Capital Limited (建 銀國際金融有限公司), pursuant to which JIC TRUST CO., LTD (中建投信托股份 有限公司) agreed to subscribe such number of Offer Shares (rounded down to the nearest whole board lot) that may be purchased with an amount of the Hong Kong dollar equivalent of RMB50,000,000 (after deduction of necessary fees such as brokerage and levies) at the Offer Price;

• p) a cornerstone investment agreement (基石投資協議) dated 25 June 2021 entered into among Dexin Services Group Limited (德信服務集團有限公司), Hangzhou Light Industrial Association Investment Group Co., Ltd. (杭州輕聯投資集團有限 公司) and CCB International Capital Limited (建銀國際金融有限公司), pursuant to which Hangzhou Light Industrial Association Investment Group Co., Ltd. (杭 州輕聯投資集團有限公司) agreed to subscribe such number of Offer Shares (rounded down to the nearest whole board lot) that may be purchased with an amount of the Hong Kong dollar equivalent of RMB26,000,000 (which includes necessary fees such as brokerage and levies) at the Offer Price;

• q) a cornerstone investment agreement (基石投資協議) dated 24 June 2021 entered into among Dexin Services Group Limited (德信服務集團有限公司), Hangzhou Jintou Shenghan Investment Partnership (Limited Partnership) (杭州金投盛晗投 資合夥企業（有限合夥）) and CCB International Capital Limited (建銀國際金融有 限公司), pursuant to which Hangzhou Jintou Shenghan Investment Partnership (Limited Partnership) (杭州金投盛晗投資合夥企業（有限合夥）) agreed to subscribe such number of Offer Shares (rounded down to the nearest whole board lot) that may be purchased with an amount of the Hong Kong equivalent of RMB20,000,000 (which includes necessary fees such as brokerage and levies) at the Offer Price;

• r) the deed of indemnity dated 22 June 2021 and executed by the controlling shareholders of the Company in favor of the Company (for itself and as trustee for its subsidiaries);

– 19 –

APPENDIX II

GENERAL INFORMATION

• s) the deed of non-competition dated 22 June 2021 and executed by the controlling shareholders of the Company in favor of the Company (for itself and as trustee for its subsidiaries);

• t) the underwriting agreement dated 28 June 2021 relating to the Hong Kong Public Offering entered into by the Company, the controlling shareholders of the Company, CCB International Capital Limited (the Sole Sponsor) and the Hong Kong Underwriters;

• u) Guarantee Agreement;

• v) Pledge Contract 1;

• w) Pledge Contract 2;

• x) Pledge Contract 3; and

• y) Parking Space Leasing and Sales Agency Services Framework Agreement dated 9 June 2022 entered into by the Company and Dexin China, pursuant to which, the Group will provide exclusive parking spaces sales and leasing agency services in respect of the target parking spaces to Dexin China and its subsidiaries to facilitate the sales and leasing activities of parking space properties (please refer to the announcement of the Company dated 9 June 2022 for the background and details of this framework agreement).

5. MATERIAL LITIGATION

As at the Latest Practicable Date, saved as disclosed in this circular, there was no litigation or claim of material importance that is known to the Directors to be pending or threatened against the Group.

6. DIRECTORS’ SERVICE CONTRACTS

As disclosed on page 43 of the Company’s annual report for the year ended 31 December 2021, each of the executive Directors has entered into a service contract with the Company for a term of three years commencing from 15 July 2021, which may be terminated by not less than three months’ notice in writing served by either party on the other. Each of the independent non-executive Directors has entered into a letter of appointment with the Company for a term of three years commencing from 15 July 2021, which may be terminated by not less than three months’ notice in writing served by either party on the other.

As at the Latest Practicable Date, none of the Directors had entered into a service agreement with any member of the Group which is not expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation).

– 20 –

APPENDIX II

GENERAL INFORMATION

7. DIRECTORS INTEREST IN COMPETING BUSINESS

As at the Latest Practicable Date, so far as the Directors were aware, none of the Directors or their respective associates had any interest in a business which competes or is likely to compete, either directly or indirectly, with the business of the Group pursuant to Rule 8.10 of the Listing Rules.

8. DIRECTORS’ INTEREST IN ASSETS, CONTRACTS OR ARRANGEMENT

As at the Latest Practicable Date, none of the Directors had: (i) any direct or indirect interests in any asset which have been since 31 December 2021 (being the date to which the latest published audited consolidated financial statements of the Group were made up) acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or lease to any member of the Group; or (ii) any subsisting material interest in any contract or arrangement at the date of this circular which is significant in relation to the business of the Group.

9. GENERAL

• a) The registered office of the Company is located at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands.

• b) The Company’s head office is located at Room 488, Building 2, No. 2008–2010 Jinchang Road, Liangzhu Street, Hangzhou, Zhejiang Province, the PRC.

• c) The principal place of business of the Company in Hong Kong is located at 40th Floor, Dah Sing Financial Centre, No. 248 Queen’s Road East, Wanchai, Hong Kong.

• d) The principal share registrar and transfer office of the Company is Conyers Trust Company (Cayman) Limited at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1110, Cayman Islands.

• e) The branch share registrar and transfer office of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• f) The company secretary of the Company is Ms. So Shuk Yi Betty (‘‘Ms. So’’). Ms. So holds a master’s degree in Chinese and Comparative Law from the City University of Hong Kong and a master’s degree of business administration from the University of Leicester (long distance learning course) and is an associate member of The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom.

• g) This circular is in both English and Chinese. In the event of inconsistency, the English text shall prevail.

– 21 –

APPENDIX II

GENERAL INFORMATION

10. DOCUMENTS ON DISPLAY

Electronic copies of the following documents are published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.dexinfuwu.com) for a period of 14 days from the date of this circular (both days inclusive):

• a) the Guarantee Agreement;

• b) Pledge Contract 1;

• c) Pledge Contract 2;

• d) Pledge Contract 3;

• e) the letter from the Board, the text of which is set out in pages 3 to 11 of this circular;

• f) the material contracts referred to in the paragraph headed ‘‘4. Material Contracts’’ in this Appendix;

• g) the annual report of the Company for the year ended 31 December 2021 and the interim report of the Company for the six months ended 30 June 2021; and

• h) this circular.

– 22 –