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.

Dmall Inc.

多点数智有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 2586)

(1) DISCLOSABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF 20% EQUITY INTEREST IN DMALL ZHILIAN AND

(2) REVISION OF EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE B&T FRAMEWORK AGREEMENT

DISCLOSABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF 20% EQUITY INTEREST IN DMALL ZHILIAN

The Board is pleased to announce that on March 28, 2025 (after trading hours), Dmall (Shenzhen) Digital and Beijing Wumart entered into the Equity Transfer Agreement, pursuant to which Dmall (Shenzhen) Digital has conditionally agreed to acquire, and Beijing Wumart has conditionally agreed to transfer the Target Equity Interest, at a consideration of RMB47,000,000 in cash.

As of the date of this announcement, Dmall Zhilian is a non-wholly owned subsidiary of Dmall (Shenzhen) Digital and held as to 80% by Dmall (Shenzhen) Digital. Upon Completion, Dmall Zhilian will become a wholly-owned subsidiary of Dmall (Shenzhen) Digital, the financial results of which will continue to be consolidated into those of the Group's.

REVISION OF THE EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE B&T FRAMEWORK AGREEMENT

Reference is made to the Prospectus in respect of the continuing connected transactions contemplated under the B&T Framework Agreement as disclosed in the section headed "Connected Transactions – C. B&T Framework Agreement" of the Prospectus.

As disclosed in the Prospectus, on October 10, 2024, Dmall (Shenzhen) Digital (for itself and on behalf of other members of the Group) entered into the B&T Framework Agreement with Shanghai B&T (for itself and on behalf of the other B&T Entities) to regulate the provision of Retail Core Service Cloud Solutions by the Group to B&T Entities.

The Group expects that there will be an increase in the demand for Retail Core Service Cloud Solutions from B&T Entities, leading to an increase in the transaction amount under the B&T Framework Agreement. Taking into account the actual transaction amounts incurred under the B&T Framework Agreement as of the date of this announcement, the Company anticipates that the Existing Annual Caps will not be sufficient to meet the demand of the Group.

Accordingly, on March 18, 2025, the Board proposed to revise and increase the Existing Annual Caps to the Proposed Revised Annual Caps.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Dr. Zhang is a controlling Shareholder. Beijing Wumart and B&T Entities are subsidiaries of Wumei Technology, a company which is ultimately owned as to approximately 97.02% of its equity interest by Dr. Zhang, and hence Beijing Wumart and B&T Entities are associates of Dr. Zhang. Therefore, Beijing Wumart and B&T Entities are connected persons of the Company under Chapter 14A of the Listing Rules. As such, (i) the Equity Transfer Agreement and the transactions contemplated thereunder including the Equity Transfer constitute a connected transaction of the Company; and (ii) B&T Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company.

Since the highest of the applicable percentage ratio calculated in accordance with the Listing Rules in respect of the Equity Transfer exceeds 5% but is less than 25%, the Equity Transfer Agreement and the transactions contemplated thereunder including the Equity Transfer constitute a discloseable and connected transaction of the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules and the reporting, announcement, circular requirements and the approval of the Independent Shareholders under Chapter 14A of the Listing Rules.

As (i) MDL Wholesale Group, Yinchuan Xinhua Group and B&T Entities are subsidiaries of Wumei Technology; and (ii) the Retail Core Service Cloud Solutions provided by the Group to B&T Entities under the B&T Framework Agreement are substantially the same in nature as the Retail Core Service Cloud Solutions provided by the Group to Wumei Group, MDL Wholesale Group and Yinchuan Xinhua Group under the Similar Retail Core Service Cloud Framework Agreements, the transactions contemplated under the B&T Framework Agreement and the Similar Retail Core Service Cloud Framework Agreements are aggregated.

Since the highest of the applicable percentage ratio calculated under Chapter 14A of the Listing Rules in respect of the Proposed Revised Annual Caps (on an aggregated basis) exceeds 5%, the Proposed Revised Annual Caps are subject to the reporting, announcement, annual review, circular requirements and approval of the Independent Shareholders under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.54 of the Listing Rules, the Company must re-comply with the announcement and independent shareholders' approval requirements before the Existing Annual Caps are exceeded.

2025 ANNUAL GENERAL MEETING

The 2025 AGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve, amongst other things, (i) the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer; and (ii) the Proposed Revised Annual Caps, by way of ordinary resolutions.

Dr. Zhang and his associates will abstain from voting at the 2025 AGM in respect of the resolutions to approve (i) the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer; and (ii) the Proposed Revised Annual Caps. As at the date of this announcement, to the best knowledge, information and belief of the Directors having made all reasonable enquiries, save as disclosed herein, no other Shareholders will be required to abstain from voting in respect of the relevant resolutions.

A circular containing, among other things, (i) further details of the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer, and the Proposed Revised Annual Caps; (ii) the letter from the Independent Board Committee to the Independent Shareholders in respect of the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer, and the Proposed Revised Annual Caps; (iii) the recommendation of the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; (iv) a notice convening the 2025 AGM; and (v) other information as required by the Listing Rules will be published on the websites of the Company and the Stock Exchange. The circular is expected to be published within 15 business days after the date of this announcement in accordance with the Listing Rules.

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF 20% EQUITY INTEREST IN DMALL ZHILIAN

The Board is pleased to announce that on March 28, 2025 (after trading hours), Dmall (Shenzhen) Digital and Beijing Wumart entered into an equity transfer agreement (the "Equity Transfer Agreement"), pursuant to which Dmall (Shenzhen) Digital has conditionally agreed to acquire, and Beijing Wumart has conditionally agreed to transfer the Target Equity Interest, at a consideration of RMB47,000,000 in cash (the "Equity Transfer").

Equity Transfer Agreement

The principal terms of the Equity Transfer Agreement are set out below:

Date:

March 28, 2025 (after trading hours)

Parties:

Dmall (Shenzhen) Digital (as the purchaser); and

Beijing Wumart (as the vendor)

Equity Transfer and Consideration:

Subject to the Conditions Precedent and relevant terms of the Equity Transfer Agreement, Dmall (Shenzhen) Digital has conditionally agreed to acquire, and Beijing Wumart has conditionally agreed to transfer the Target Equity Interest. Dmall (Shenzhen) Digital shall pay RMB47,000,000 in cash to Beijing Wumart as the Consideration. The Consideration will be financed by the internal resources of the Group.

Basis for Determination of the Consideration:

The Consideration was arrived at after arm’s length negotiations between Dmall (Shenzhen) Digital and Beijing Wumart and was determined with reference to the valuation report of the asset valuation of the Target Equity Interest conducted by the independent valuer as at the Valuation Benchmark Date (the “Valuation Report”).

According to the Valuation Report, the Market Value of the Target Equity Interest amounted to RMB47,030,974 as at the Valuation Benchmark Date.

Valuation methodology

According to the Valuation Report, the valuation was conducted in accordance with the International Valuation Standards issued by International Valuation Standards Council.

In arriving at the assessed value, three generally accepted approaches have been considered, namely market approach, cost approach and income approach.

Having considered the unique characteristics of the Target Equity Interest, substantial limitations to the income approach and the cost approach for valuing Dmall Zhilian have been identified. Firstly, the income approach relies on subjective assumptions to which the valuation is highly sensitive. Detailed operational information and long-term financial projections are also needed to arrive at an indication of value but such information is highly uncertain as at the Valuation Benchmark Date. Secondly, the cost approach does not directly incorporate information about the economic benefits contributed by the subject business.

The market approach was selected as the most appropriate for the valuation as it considers prices recently paid for similar assets, with adjustments made to market prices to reflect the condition and utility of the appraised assets relative to the market comparative. This approach introduces objectivity in application as publicly available data are used. Other benefits of using the market approach include its simplicity, clarity, speed, and the need for few or no assumptions.

Benchmark multiples

The market approach involves researching benchmark multiples of comparable companies and selecting an appropriate multiple to determine the market value of the Target Equity Interest. Various commonly used benchmark multiples have been considered. It was noted that (i) price-to-earnings multiple, price-to-book multiple, and price-to-sales multiple are not adopted as they are more likely to be distorted when companies have different capital structures; and (ii) enterprise value to EBITDA multiple is not adopted as Dmall Zhilian is in a loss-making position after excluding non-recurring gains and losses.

The EV/Sales Multiple is considered the most appropriate multiple as it is less affected by differences in accounting treatment compared to other multiples. Similar to the price-to-sales ratio, it is commonly used to value early-stage or loss-making companies, but it has the advantage of taking into account a company's debt load.

Principal assumptions

The independent valuation was based on certain principal factors, including, among others:

(a) the economic outlook in general;
(b) the nature of business and history of the operation concerned;
(c) the financial condition of the Dmall Zhilian;
(d) consideration and analysis on the micro and macro economy affecting Dmall Zhilian; and
(e) the assessment of the leverage of Dmall Zhilian.

The following major assumptions have been made:

(a) there will be no material change in the existing political, legal, technological, fiscal or economic conditions, which might adversely affect the business of Dmall Zhilian;
(b) the operational and contractual terms stipulated in the relevant contracts and agreements will be honored;
(c) copies of the operating licenses and company incorporation documents used and relied upon are reliable and legitimate;
(d) the financial and operational information provided to the independent valuer by Dmall Zhilian and relied upon are accurate;
(e) Dmall Zhilian possesses all the operating licenses; and
(f) there are no hidden or unexpected conditions associated with the asset valued that might adversely affect the reported value.

Valuation analysis

As of the Valuation Benchmark Date, Dmall Zhilian has two subsidiaries: (1) Zhilian Wuhan, whose main business is the same as Dmall Zhilian (i.e., providing AIoT Solutions and is used by the Company to carry out procurement and sales activities in connection with the Group's AIoT business); and (2) Beijing Xianmei, whose main business is to provide cleaning services. Given the different main businesses of the two subsidiaries, two separate valuations were conducted: one for Dmall Zhilian (including Zhilian Wuhan) and another for Beijing Xianmei.

Under the guideline public company method, the market value depends on the market multiples of the comparable companies derived from S&P Capital IQ as at the Valuation Benchmark Date, taking into account the following criteria:

(a) companies are publicly searchable in Wind; and
(b) Hong Kong-listed companies whose main business is IoT/solutions (in the case of Dmall Zhilian (including Zhilian Wuhan)) or cleaning service (in the case of Beijing Xianmei), with this segment contributing to more than 50% of their total revenue.

In determining the Market Value, the enterprise value to sales market multiples of 0.49 times for Dmall Zhilian (including Zhilian Wuhan) and 0.12 times for Beijing Xianmei were adopted. Additionally, a discount for lack of marketability of 15.6% was applied, as an interest in a privately-held company is generally worth less than a publicly traded company due to the absence of an established market.

Effectiveness of the Equity Transfer Agreement:

The effectiveness of the Equity Transfer Agreement is subject to the following conditions being satisfied in accordance with the Equity Transfer Agreement on or before June 30, 2025:

(a) the Independent Shareholders' approval in relation to the Equity Transfer Agreement and the transactions contemplated thereunder including the Equity Transfer in accordance with the requirements of the Listing Rules; and
(b) the relevant body of Dmall Zhilian having passed resolutions approving (i) the Equity Transfer Agreement and the transactions contemplated thereunder including the Equity Transfer; (ii) the execution and performance of the Equity Transfer Agreement; and (iii) the amended and restated articles of association of Dmall Zhilian.

Both conditions above are non-waivable.

Reasons for and Benefits of the Equity Transfer

As part of its ordinary business, Dmall Zhilian develops and provides AIoT Solutions mainly for "People, Goods, and Site". They include intelligent efficiency improvement solutions to optimize labor structure, such as intelligent cashier, intelligent merchandise replenishment solutions, intelligent package sorting solutions, intelligent security solutions to ensure safe production, such as intelligent loss prevention, intelligent security, intelligent inspection, self-service night collection, and remote monitoring; and intelligent cleaning, and intelligent equipment, etc (together, "AIoT Solutions").

Dmall Zhilian, currently an 80% owned subsidiary of Dmall (Shenzhen) Digital, is used by the Company to carry out procurement and sales activities in connection with the Group's AIoT business. As such, it is part of the Group's ordinary business to procure AIoT Solutions as an intra-group transaction. On November 8, 2024, Dmall Life Network (for itself and on behalf of other members of the Group) entered into a framework agreement (the "Dmall Zhilian Framework Agreement") with Dmall Zhilian (for itself and on behalf of its subsidiary(ies) from time to time) to regulate the provision of AIoT Solutions by Dmall Zhilian to the Group for an initial term ending December 31, 2026.

Meanwhile, Dmall Zhilian and its subsidiaries are the registered owner of 34 software copyrights and the patentee of 14 patents, both of which are crucial for the Group in conducting business.

The Equity Transfer is to enhance the independence of Dmall Zhilian in implementing the AIoT business, and to facilitate the Group in promoting the AIoT business across the entire retail industry. Furthermore, the Equity Transfer will enable the Group to gain full control over Dmall Zhilian, achieve a unified and collaborative management, enhance operational efficiency and reduce management cost. Additionally, the Equity Transfer will reduce the connected transactions between Dmall Zhilian and the Group, as Dmall Zhilian is a connected party to the Group.

The Directors (except for the independent non-executive Directors who reserve their views pending receipt of advice from the Independent Financial Adviser) are of the view that the Equity Transfer Agreement is in the ordinary and usual course of business of the Group, on normal commercial terms which were arrived at after arm's length negotiations and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

REVISION OF THE EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE B&T FRAMEWORK AGREEMENT

As disclosed in the Prospectus, on October 10, 2024, Dmall (Shenzhen) Digital (for itself and on behalf of other members of the Group) entered into a framework agreement (the "B&T Framework Agreement") with Shanghai B&T (for itself and on behalf of the other B&T Entities) to regulate the provision of retail core service cloud solutions and related services ("Retail Core Service Cloud Solutions") by the Group to B&T Entities.

As part of the Group's ordinary course of business, the Group provides Retail Core Service Cloud Solutions to the Group's retailer customers to achieve full-process and efficient transformation in the digitalization, seize market opportunities and optimize their omnichannel operation including through the Group's proprietary cloud-based operating system and the Group's AIoT solutions and related services. The Group's Retail Core Service Cloud Solutions provide rich service modules, including but are not limited to: installation of modules of the Group's operating system based on customer preference and needs, such as modules for supply chain management, product management, store management and distributed e-commerce system; development of mobile applications on the Group's operating system and other software development, customization and maintenance services; provision of ongoing system maintenance and technical support services; provision of AIoT solutions such as the Group's proprietary Scan-and-Go solutions, intelligent loss prevention solutions, intelligent cleaning solutions, intelligent merchandise replenishment solutions, intelligent cashier solutions, intelligent distribution solutions, intelligent stock management solutions, intelligent package sorting solutions, intelligent delivery solutions and intelligent energy efficiency solutions, among others. For further details of the Group's Retail Core Service Cloud Solutions, please refer to the section headed "Business - Our Service Offerings" of the Prospectus and the announcement of the Company dated March 18, 2025.

Pursuant to the B&T Framework Agreement, the Group shall provide Retail Core Service Cloud Solutions to B&T Entities and, in return, B&T Entities shall pay the Group service fees in accordance with the Retail Core Service Cloud Pricing Terms. Separate underlying agreements will be entered into which will set out the precise scope of services, service fees calculation, method of payment and other details of the service arrangement in the manner provided in the B&T Framework Agreement.

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The Group expects that there will be an increase in the demand for Retail Core Service Cloud Solutions from B&T Entities, leading to an increase in the transaction amounts under the B&T Framework Agreement. Taking into account the actual transaction amounts incurred under the B&T Framework Agreement as of the date of this announcement, the Company anticipates that the existing annual caps for continuing connected transactions under the B&T Framework Agreement for the two years ending December 31, 2025 and 2026 (the “Existing Annual Caps”) will not be sufficient to meet the demand of the Group.

Accordingly, on March 18, 2025, the Board proposed to revise and increase the Existing Annual Caps to the 2025 Revised Annual Cap and the 2026 Revised Annual Cap (collectively, the “Proposed Revised Annual Caps”).

Historical Transaction Amounts

As the Group only commenced the provision of Retail Core Service Cloud Solutions to B&T Entities in October 2022, no fees were paid by B&T Entities to the Group for the year ended 31 December 2022, and the total fees paid by B&T Entities to the Group in the year ended December 31, 2023 and 2024 were approximately RMB3.7 million and RMB9.2 million, respectively. The actual transaction amount for transactions contemplated under the B&T Framework Agreement for the two months ended February 28, 2025 is approximately RMB3.9 million.

Existing Annual Caps and Proposed Revised Annual Caps

The Existing Annual Caps and Proposed Revised Annual Caps are set out as follows:

	For the year ending December 31,
	2025	2026
	(RMB in million)	(RMB in million)
Existing Annual Caps	11.5	12.8
Proposed Revised Annual Caps	100	130

Save for the Proposed Revised Annual Caps, all other terms of the B&T Framework Agreement as disclosed in the Prospectus (including pricing policy) shall remain unchanged.

The Proposed Revised Annual Caps for continuing connected transactions under the B&T Framework Agreement are determined with reference to:

(a) the aforesaid historical transaction amounts;

(b) the existing agreements (including the existing pricing terms therein) between the Group and B&T Entities; and

(c) the anticipated extension of the scope of Retail Core Service Cloud Solutions to be provided to cover the provision of integrated marketing solutions that were not provided to B&T Entities previously. It is currently expected that the transaction amount for the integrated marketing solutions provided by the Group to B&T Entities for the year ending December 31, 2025 is RMB88.5 million and such transaction amount is expected to further increase for the year ending December 31, 2026.

Reasons for and Benefits of Revising the Existing Annual Caps for Continuing Connected Transactions under the B&T Framework Agreement

As disclosed in the Prospectus, provision of Retail Core Service Cloud Solutions forms the Group’s ordinary business. In particular, as a leading full-spectrum omni-channel retail digitalization solution provider in China, according to Frost & Sullivan International Limited, the Group is the natural choice for its connected persons (being among the top retailers in their respective markets), including B&T Entities, for acquiring retail digitalization solutions. B&T Entities have found the Group’s service offerings beneficial to their own operations and have been the Group’s valued long-term customers.

The Group has been in continuous communication with B&T Entities regarding the services provided under the B&T Framework Agreement. Based on recent discussions with B&T Entities, it is anticipated that the scope of the Retail Core Service Cloud Solutions to be provided by the Group to B&T Entities will be extended to cover the provision of integrated marketing solutions, which were not previously offered to B&T Entities and thus were not considered by the Company when determining the Existing Annual Caps. The provision of integrated marketing solutions to B&T Entities is expected to bring in additional revenue to the Group.

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In light of the increase in B&T Entities' demand for Retail Core Service Cloud Solutions in 2025 and 2026, it is reasonable to expect the corresponding transaction amounts under the B&T Framework Agreement be increased accordingly. Therefore, it is anticipated that the actual transaction amounts for the two years ending December 31, 2025, and 2026 will exceed the Existing Annual Caps for continuing connected transactions under the B&T Framework Agreement.

The Directors (except for the independent non-executive Directors who reserve their views pending receipt of advice from the Independent Financial Adviser) are of the view that the Proposed Revised Annual Caps are in the ordinary and usual course of business of the Group, on normal commercial terms which were arrived at after arm's length negotiations and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

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None of the Directors has any material interest in the Equity Transfer Agreement and the transactions contemplated thereunder (including the Equity Transfer) and the B&T Framework Agreement (including the Proposed Revised Annual Caps) and the transactions contemplated thereunder and therefore none of the Directors has been required to abstain from voting on the relevant Board resolutions.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee was established to consider the terms of the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer and the Proposed Revised Annual Caps, and to advise the Independent Shareholders on whether the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer, and the Proposed Revised Annual Caps are in the interests of the Company and the Shareholders as a whole, and whether the terms of the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer, and the Proposed Revised Annual Caps are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned, and to advise the Independent Shareholders on how to vote on the relevant resolutions to be proposed at the 2025 AGM. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

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INFORMATION OF THE PARTIES

The Company

The Company is one of the leading retail digitalization solution providers in China and Asia, which offers a range of principal products and services designed to digitalize and optimize operations of the local retailers. The principal product of the Company is Retail Core Service Cloud.

Dmall (Shenzhen) Digital

Dmall (Shenzhen) Digital is a company established with limited liability in the PRC and an indirect wholly owned subsidiary of the Company. Its principal activities are the development of retail core service cloud and others.

Beijing Wumart

Beijing Wumart is a subsidiary of Wumei Technology, a company which is ultimately owned as to approximately 97.02% of its equity interest by Dr. Zhang. Its principal business is to provide fresh food and fast-moving consumer goods to the local community and consumers.

Dmall Zhilian

Dmall Zhilian is an 80% owned subsidiary of the Company. Its ordinary business is to provide AIoT Solutions and it is used by the Company to carry out procurement and sales activities in connection with the Group's AIoT business.

The original capital contributed by Beijing Wumart in relation to the Target Equity Interest was in the amount of RMB33,668,000. The registered capital of Dmall Zhilian is RMB168,340,000 and the book value of the Target Equity Interest therefore corresponds to RMB33,668,000 out of Dmall Zhilian's registered capital.

The net profits (before tax) of Dmall Zhilian was RMB3,363,337 for the year ended December 31, 2024 (for the year ended December 31, 2023: negative RMB30,991,827) and the net profits (after tax) of Dmall Zhilian was RMB3,265,671 for the year ended December 31, 2024 (for the year ended December 31, 2023: negative RMB31,024,555).

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Shanghai B&T and B&T Entities

Shanghai B&T is the holding company of the B&T Entities. B&T Entities are subsidiaries of Wumei Technology, a company which is ultimately owned as to approximately 97.02% of its equity interest by Dr. Zhang.

2025 ANNUAL GENERAL MEETING

DEFINITIONS

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

“2025 AGM” the annual general meeting of the Company to be held to consider and, if thought fit, approve, among other things, (i) the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer; and (ii) and the Proposed Revised Annual Caps;

“2025 Revised Annual Cap” the proposed revised annual cap under the B&T Framework Agreement for the year ending December 31, 2025 as set out in this announcement;

“2026 Revised Annual Cap” the proposed revised annual cap under the B&T Framework Agreement for the year ending December 31, 2026 as set out in this announcement;

“AIoT” artificial intelligence of things;

“AIoT Solutions” has the meaning ascribed to it in the section headed “Discloseable and Connected Transaction in Relation to the Acquisition of 20% of Equity Interest in Dmall Zhilian – Reasons for and Benefits of the Equity Transfer” of this announcement;

“associate(s)” has the meaning ascribed to it in the Listing Rules;

“B&T Entities” entities that manage and operate stores bearing the brand of B&T (百安居) in the PRC;

“B&T Framework Agreement” has the meaning ascribed to it in the section headed “Revision of the Existing Annual Caps for Continuing Connected Transactions under the B&T Framework Agreement” of this announcement;

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“Beijing Wumart”
Beijing Wumart Supermarket Co., Ltd. (北京物美超市有限公司), a subsidiary of Wumei Technology;

“Beijing Xianmei”
Beijing Xianmei Technology Service Co., Ltd. (北京仙美科技服務有限公司), a non-wholly owned subsidiary of Dmall Zhilian and held as to 55% by Dmall Zhilian;

“Board”
the board of Directors of the Company;

“China” or “PRC”
the People’s Republic of China, and for the purpose of this announcement only, excluding Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan;

“Company”
Dmall Inc. (多点数智有限公司), a business company incorporated in the British Virgin Islands and the shares of which are listed on the Main Board of the Stock Exchange (stock code: 2586);

“Completion”
completion of the Equity Transfer in accordance with the Equity Transfer Agreement;

“Conditions Precedent”
the conditions precedent set out under the section headed “Discloseable and Connected Transaction in Relation to the Acquisition of 20% of Equity Interest in Dmall Zhilian – Equity Transfer Agreement – Effectiveness of the Equity Transfer Agreement” of this announcement;

“connected person(s)”
has the meaning ascribed to it in the Listing Rules;

“Consideration”
the consideration of the Equity Transfer, totalling RMB47,000,000 in cash;

“continuing connected transaction”
has the meaning ascribed to it in the Listing Rules;

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“controlling shareholder” has the meaning ascribed to it in the Listing Rules;

“Director(s)” director(s) of the Company;

“Dmall Life Network” Dmall Life (China) Network Technology Co., Ltd. (多點生活(中國)網絡科技有限公司), a company established with limited liability in the PRC on September 7, 2015, an indirect wholly owned subsidiary of the Company;

“Dmall Life Wuhan” Dmall Life (Wuhan) Technology Co., Ltd. (多點生活(武漢)科技有限公司), a company established with limited liability in the PRC on May 6, 2019, and an indirect wholly owned subsidiary of the Company;

“Dmall (Shenzhen) Digital” Dmall (Shenzhen) Digital Technology Co., Ltd. (多點(深圳)數字科技有限公司), a company established with limited in the PRC on April 2, 2019 and an indirect wholly owned subsidiary of the Company;

“Dmall Zhilian” Dmall Zhilian (Beijing) Technology Co., Ltd. (多點智聯(北京)科技有限公司), a company established with limited liability in the PRC on September 19, 2017 with former name as Beijing Weisheng Technology Co., Ltd. (北京微晟科技有限公司) and changed its name on August 22, 2022;

“Dmall Zhilian Framework Agreement” has the meaning ascribed to it in the section headed “Discloseable and Connected Transaction in Relation to the Acquisition of 20% of Equity Interest in Dmall Zhilian – Reasons for and Benefits of the Equity Transfer” of this announcement;

“Dr. Zhang” Dr. ZHANG Wenzhong (張文中), the founder, senior advisor and a controlling Shareholder;

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“Equity Transfer” has the meaning ascribed to it in the section headed “Discloseable and Connected Transaction in Relation to the Acquisition of 20% of Equity Interest in Dmall Zhilian” of this announcement;

“Equity Transfer Agreement” has the meaning ascribed to it in the section headed “Discloseable and Connected Transaction in Relation to the Acquisition of 20% of Equity Interest in Dmall Zhilian” of this announcement;

“EV/Sales Multiple” enterprise value-to-sales multiple;

“Existing Annual Caps” has the meaning ascribed to it in the section headed “Revision of the Existing Annual Caps for Continuing Connected Transactions under the B&T Framework Agreement” of this announcement;

“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, comprising all the independent non-executive Directors, namely Dr. Hou Yang, Ms. Cai Lin, Dr. Mao Jiye and Mr. Li Wei, which has been formed to advise the Independent Shareholders on matters in relation to the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer, and the Proposed Revised Annual Caps;

“Independent Financial Adviser” Maxa Capital Limited, a corporation licenced to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), the independent financial adviser to the Independent Board Committee and the Independent Shareholders on matters in relation to the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer, and the Proposed Revised Annual Caps;

"Independent Shareholders" the Shareholders other than (a) any Shareholder who has a material interest in (i) the Equity Transfer Agreement and the transactions contemplated thereunder including the Equity Transfer; or (ii) the B&T Framework Agreement (including the Proposed Revised Annual Caps) and the transactions contemplated thereunder, other than its interest as a Shareholder; and (b) any close associate of such Shareholder referred to in (a);

"IoT" internet of things;

"Listing Rules" Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

"Market Value" the estimated amount for which an asset or liability should exchange on the Valuation Benchmark Date between a willing buyer and a willing seller in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion;

"MDL Wholesale" MDL Wholesale Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability on 24 July 2019, formerly known as WM Tech Corporation Limited;

"MDL Wholesale Group" MDL Wholesale and its subsidiaries;

"MDL Wholesale Retail Core Service Cloud Framework Agreement" the framework agreement between Dmall (Shenzhen) Digital (for itself and on behalf of other members of the Group) and MDL Wholesale (for itself and on behalf of the other group members of MDL Wholesale Group) dated November 8, 2024 to regulate the provision of Retail Core Service Cloud Solutions by the Group to MDL Wholesale Group. For details of the MDL Wholesale Retail Core Service Cloud Framework Agreement, please refer to section headed "Connected Transactions – B1.1 MDL Wholesale Retail Core Service Cloud Framework Agreement" of the Prospectus;

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“Proposed Revised Annual Caps” has the meaning ascribed to it in the section headed “Revision of the Existing Annual Caps for Continuing Connected Transactions under the B&T Framework Agreement” of this announcement;

“Prospectus” the prospectus of the Company dated November 28, 2024;

“Retail Core Service Cloud Pricing Terms” the pricing terms adopted by the Group to charge service fees for the Retail Core Service Cloud Solutions, the details of which is set out in the section headed “Connected Transactions – Pricing terms” of the Prospectus;

“Retail Core Service Cloud Solutions” has the meaning ascribed to it in the section headed “Revision of the Existing Annual Caps for Continuing Connected Transactions under the B&T Framework Agreement” of this announcement;

“RMB” Renminbi, the lawful currency of the PRC;

“Shanghai B&T” Shanghai Baianju Commercial Operation Management Co., Ltd. (上海百安居商業經營管理有限公司), which is the holding company of entities that manage and operate stores bearing the brand of B&T (百安居) in the PRC;

“Share(s)” ordinary shares of the Company with a par value of US$0.0001 each;

“Shareholder(s)” holder(s) of the Share(s);

“Similar Retail Core Service Cloud Framework Agreements” collectively, the MDL Wholesale Retail Core Service Cloud Framework Agreement, the Wumei Retail Core Service Cloud Framework Agreement and the Yinchuan Xinhua Framework Agreement;

“Stock Exchange” The Stock Exchange of Hong Kong Limited;

“Target Equity Interest” 20% equity interest of Dmall Zhilian, which corresponds to RMB33,668,000 out of Dmall Zhilian’s registered capital;

“Valuation Benchmark Date” December 31, 2024;

“Valuation Report” has the meaning ascribed to it in the section headed “Discloseable and Connected Transaction in Relation to the Acquisition of 20% of Equity Interest in Dmall Zhilian – Equity Transfer Agreement – Basis for determination of the consideration” of this announcement;

“Wumei Group” Wumei Technology and its subsidiaries, excluding MDL Wholesale Group, Yinchuan Xinhua Group and B&T Entities;

“Wumei Retail Core Service Cloud Framework Agreement” the framework agreement between Dmall (Shenzhen) Digital (for itself and on behalf of other members of the Group) and Wumei Technology (for itself and on behalf of the other group members of Wumei Group) dated October 10, 2024 to regulate the provision of Retail Core Service Cloud Solutions by the Group to Wumei Group. For details of the Wumei Retail Core Service Cloud Framework Agreement, please refer to section headed “Connected Transactions – A1. Wumei Retail Core Service Cloud Framework Agreement” of the Prospectus;

“Wumei Technology” Wumei Technology Group, Inc. (物美科技集團有限公司), a company founded by Dr. Zhang and established with limited liability in the PRC on October 6, 1994;

“Yinchuan Xinhua” Yinchuan Xinhua Commercial (Group) Co., Ltd. (銀川新華百貨商業集團股份有限公司), a company established with limited liability in the PRC on January 3, 1997 and listed on the Shanghai Stock Exchange (stock code: 600785);

“Yinchuan Xinhua Group” Yinchuan Xinhua and its subsidiaries;

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“Yinchuan Xinhua Framework Agreement”

the framework agreement between Dmall Life Wuhan (for itself and on behalf of other members of the Group) and Yinchuan Xinhua (for itself and on behalf of the other group members of Yinchuan Xinhua Group) dated October 30, 2024 to regulate the provision of Retail Core Service Cloud Solutions by the Group to Yinchuan Xinhua Group. For details of the Yinchuan Xinhua Framework Agreement, please refer to section headed “Connected Transactions – E. Yinchuan Xinhua Framework Agreement” of the Prospectus;

“Zhilian Wuhan”

Dmall Zhilian (Wuhan) Technology Co., Ltd. (多點智聯(武漢)科技有限公司), a company established with limited liability in the PRC on September 28, 2017 with former name as Weisheng (Wuhan) Technology Co., Ltd. (微晟(武漢)技術有限公司) and changed its name on April 6, 2023, a wholly owned subsidiary of Dmall Zhilian; and

“%”

per cent.

By Order of the Board

Dmall Inc.

Mr. Curtis Alan Ferguson

Chairman

Hong Kong, March 28, 2025

As at the date of this announcement, the Board comprises (i) Mr. ZHANG Feng as executive Director; (ii) Mr. Curtis Alan FERGUSON, Mr. CHEN Zhiyu and Mr. WANG Zhenghao as non-executive Directors; and (iii) Dr. HOU Yang, Ms. CAI Lin, Dr. MAO Jiye and Mr. LI Wei as independent non-executive Directors.

– 24 –

AI assistant

Dmall Inc. M&A Activity 2025

50692_rns_2025-03-28_ce2e510c-bb95-41b4-b8a3-a0dc42005747.pdf

REVISION OF THE EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE B&T FRAMEWORK AGREEMENT

LISTING RULES IMPLICATIONS

2025 ANNUAL GENERAL MEETING

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF 20% EQUITY INTEREST IN DMALL ZHILIAN

Benchmark multiples

Principal assumptions

Valuation analysis

Effectiveness of the Equity Transfer Agreement:

Reasons for and Benefits of the Equity Transfer

REVISION OF THE EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE B&T FRAMEWORK AGREEMENT

Historical Transaction Amounts

Existing Annual Caps and Proposed Revised Annual Caps

Reasons for and Benefits of Revising the Existing Annual Caps for Continuing Connected Transactions under the B&T Framework Agreement

LISTING RULES IMPLICATIONS

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

INFORMATION OF THE PARTIES

The Company

Dmall (Shenzhen) Digital

Beijing Wumart

Dmall Zhilian

DEFINITIONS

AI assistant

Dmall Inc. — M&A Activity 2025

50692_rns_2025-03-28_ce2e510c-bb95-41b4-b8a3-a0dc42005747.pdf

REVISION OF THE EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE B&T FRAMEWORK AGREEMENT

LISTING RULES IMPLICATIONS

2025 ANNUAL GENERAL MEETING

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF 20% EQUITY INTEREST IN DMALL ZHILIAN

Benchmark multiples

Principal assumptions

Valuation analysis

Effectiveness of the Equity Transfer Agreement:

Reasons for and Benefits of the Equity Transfer

REVISION OF THE EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE B&T FRAMEWORK AGREEMENT

Historical Transaction Amounts

Existing Annual Caps and Proposed Revised Annual Caps

Reasons for and Benefits of Revising the Existing Annual Caps for Continuing Connected Transactions under the B&T Framework Agreement

LISTING RULES IMPLICATIONS

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

INFORMATION OF THE PARTIES

The Company

Dmall (Shenzhen) Digital

Beijing Wumart

Dmall Zhilian

DEFINITIONS

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Dmall Inc. M&A Activity 2025