Jinke Smart Services Group Co., Ltd. — M&A Activity 2025

Dec 8, 2025

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

This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company nor shall there be any sale, purchase or subscription for securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

JINKE金科服务

美爱无处不在

Broad Gongga Investment Pte. Ltd.

(a private limited company incorporated in Singapore with limited liability)

Jinke Smart Services Group Co., Ltd.
金科智慧服務集團股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 9666)

JOINT ANNOUNCEMENT

(1) DESPATCH OF REVISED COMPOSITE DOCUMENT RELATING TO

UNCONDITIONAL MANDATORY CASH OFFER BY CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

FOR AND ON BEHALF OF THE OFFEROR

TO ACQUIRE ALL OF THE OFFER SHARES IN THE COMPANY

(2) ACCEPTANCE LEVEL OF THE OFFER

AND

(3) EXPECTED TIMETABLE OF THE REVISED OFFER

Financial Adviser to the Offeror

CICC 中金公司

Independent Financial Adviser to the Independent Board Committee

红日资本有限公司

RED SUN CAPITAL LIMITED

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References are made to (i) the initial composite document dated 26 September 2025 jointly issued by the Company and the Offeror in relation to, among other things, the Initial Offer, accompanied by the Initial Form of Acceptance (the “Initial Composite Document”); (ii) the announcement dated 17 November 2025 jointly issued by the Offeror and the Company in relation to the Revised Offer (the “Revised Offer Announcement”); (iii) the announcement dated 5 December 2025 jointly issued by the Offeror and the Company in relation to two acceptance options under the Revised Offer (the “Acceptance Options Announcement”); and (iv) the revised composite document to be jointly issued by the Company and the Offeror on 9 December 2025 in relation to, among other things, the Revised Offer, accompanied by the Revised Form of Acceptance (the “Revised Composite Document”). Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Initial Composite Document, the Revised Offer Announcement and the Acceptance Options Announcement.

DESPATCH OF THE REVISED COMPOSITE DOCUMENT

The Revised Composite Document containing, inter alia, further details of the Revised Offer, the expected timetable, information regarding the Company, recommendations from the Independent Board Committee with respect to the Revised Offer, the letter of advice from the Independent Financial Adviser to the Independent Board Committee, together with Revised Form of Acceptance to the Shareholders, will be despatched to the Shareholders on Tuesday, 9 December 2025 and in compliance with the requirements of the Takeovers Code.

ACCEPTANCE LEVEL OF THE OFFER

As at 4:00 p.m. on 8 December 2025, the Offeror had received valid acceptances in respect of 44,067,482 Shares under the Offer (the “Acceptance Shares”), representing approximately 7.38% of all issued Shares of the Company.

The Offeror and its Concert Parties held, controlled or directed a total of 226,048,971 Shares immediately before the commencement of the Offer Period on 28 April 2025, representing approximately 37.86% of all issued Shares of the Company as at the date of this announcement.

Taking into account (i) the Acceptance Shares (subject to the completion of the transfer of these Acceptance Shares to the Offeror); and (ii) the 333,846,846 Shares already owned by the Offeror and its Concert Parties prior to the despatch of the Initial Composite Document, the Offeror and its Concert Parties are interested in an aggregate of 377,914,328 Shares, representing approximately 63.29% of all issued Shares of the Company.

Save as disclosed above, none of the Offeror and its Concert Parties (i) have acquired or agreed to acquire any Shares or the rights over Shares during the Offer Period; or (ii) borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period and up to and including the date of this announcement.

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EXPECTED TIMETABLE

The expected timetable set out below is indicative only and may be subject to change. A further announcement will be made as and when appropriate in the event that there is any change to the expected timetable.

Unless otherwise expressly stated, references to times and dates in this joint announcement are to Hong Kong times and dates.

Despatch date of the Initial Composite Document and the accompanying Initial Form of Acceptance and the commencement date of the Initial Offer (Notes 1 and 2) . Friday, 26 September 2025

First Closing Date. Friday, 17 October 2025

Latest time for lodging transfer of the Shares in order to be entitled to attend and vote at the EGM 4:30 p.m., Monday, 1 December 2025

Record Date for the determination of entitlements of the Shareholders to attend and vote at the EGM Tuesday, 2 December 2025

Despatch date of the Revised Composite Document and the accompanying Revised Form of Acceptance and the notice and proxy form for the EGM (Note 3) Tuesday, 9 December 2025

Closure of the register of the Company for the determination of entitlements of the Shareholders to attend and vote at the EGM Tuesday, 2 December 2025 to Wednesday, 24 December 2025 (both dates inclusive)

Latest time for lodging the proxy form in respect of the EGM (Note 4) 9 a.m., Tuesday, 23 December 2025

EGM. 9 a.m., Wednesday, 24 December 2025

Announcement of the results of the EGM. by 7 p.m., Wednesday, 24 December 2025

Re-opening of the register of members of the Company (being the next Business Day following the conclusion of the EGM) Monday, 29 December 2025

Revised Closing Date (Note 5) Wednesday, 7 January 2026

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Latest time and date for acceptance of the Revised Offer on the Revised Closing Date (Notes 5 and 6) .4 p.m., Wednesday, 7 January 2026

Announcement of the results of the Revised Offer as at the Revised Closing Date (Note 5) by 7 p.m., Wednesday, 7 January 2026

Assuming the Delisting Resolution is approved and the Delisting Acceptance Condition is satisfied on the EGM date (i.e., the Revised Closing Date):

Last day of trading in the Shares on the Stock Exchange .Thursday, 22 January 2026

Final Closing Date (Note 7) .Monday, 26 January 2026

Latest time and date for acceptance of the Revised Offer on the Final Closing Date and close of the Revised Offer .4 p.m., Monday, 26 January 2026

Announcement of the results of the Revised Offer as at the Final Closing Date .by 7 p.m., Monday, 26 January 2026

Expected time and date of withdrawal of the listing of Shares from the Stock Exchange .4 p.m., Monday, 2 February 2026

Latest date for posting of remittances for the amounts due under the Revised Offer in respect of valid acceptances received under the Revised Offer (Note 8) .Wednesday, 4 February 2026

Assuming the Delisting Resolution is approved but the Delisting Acceptance Condition is not satisfied on the EGM date (i.e., the Revised Closing Date), and the Delisting Acceptance Condition is satisfied on the latest permissible date (i.e., Monday, 26 January 2026):

Latest time for the Delisting Acceptance Condition to be satisfied (Note 10) .4 p.m., Monday, 26 January 2026

Latest time for the acceptance of the Revised Offer if the Delisting Acceptance Condition is satisfied on Monday, 26 January 2026 (Notes 11 and 12) .4 p.m., Monday, 23 February 2026

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Assuming the Delisting Resolution is not approved:

Revised Closing Date (Note 9) Wednesday, 7 January 2026

Latest time and date for acceptance of the Revised Offer on the Revised Closing Date and close of the Revised Offer. 4 p.m., Wednesday, 7 January 2026

Announcement of the results of the Revised Offer as at the Revised Closing Date by 7 p.m., Wednesday, 7 January 2026

Latest date for posting of remittances for the amounts due under the Revised Offer in respect of valid acceptances received under the Revised Offer (Note 8) Friday, 16 January 2026

Notes:

1. The Initial Offer was made on Friday, 26 September 2025 and is capable of acceptance on and from that date. Acceptances of the Initial Offer shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code and in accordance with the terms set out in the Initial Composite Document. Please refer to the paragraph headed "6. Right of withdrawal" in Appendix I to the Initial Composite Document for further information on the circumstances where acceptances may be withdrawn.

2. In accordance with Rule 16.1 of the Takeovers Code, the benefit of the Revised Offer will be available to any Offer Shareholder who has previously accepted the Initial Offer. The execution of Initial Form of Acceptance by or on behalf of any Offer Shareholder who has previously accepted the Initial Offer shall be deemed to constitute acceptance of the Revised Offer and no further action is required to be taken by such Offer Shareholders unless such holder becomes entitled to withdraw his or her acceptance and duly does so as permitted under the Takeovers Code and in accordance with the terms set out in the Initial Composite Document. For the avoidance of doubt, the execution of Initial Form of Acceptance by or on behalf of any Offer Shareholder after the despatch of the Revised Composite Document will still be regarded as acceptance in respect of the Revised Offer.

3. The Revised Offer will be made on Tuesday, 9 December 2025 (being the date of posting of the Revised Composite Document) and is capable of acceptance on and from that date for the whole of the Offer Period. Acceptances of the Revised Offer shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code and in accordance with the terms to be set out in the Revised Composite Document. Please refer to the paragraph headed "6. Right of withdrawal" in Appendix I to the Revised Composite Document for further information on the circumstances where acceptances may be withdrawn.

4. The proxy form should be deposited with the Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event by the time stated above, in order to be valid. Completion and return of a proxy form for the EGM will not preclude an Independent Shareholder from attending the EGM and voting in person if he/she/it so wishes and if such Independent Shareholders has notified the Company not less than 24 hours in writing before the time appointed for the EGM. In such event, the returned proxy form will be deemed to have been revoked.

5. An announcement will be jointly issued by the Offeror and the Company through the website of the Stock Exchange by 7:00 p.m. on the Revised Closing Date, stating the results of the Revised Offer.

6. Beneficial owners of the Shares who hold their Shares in CCASS directly as an Investor Participant or indirectly via a broker or custodian participant should note the timing requirements (to be set out in Appendix I to the Revised Composite Document) for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures.

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1. On the assumption that on the Revised Closing Date, the Offeror has received valid acceptances (together with purchases made by the Offeror and persons acting in concert with it from the date of the Initial Announcement) of at least 90% of all Disinterested Shares as at the date of the Initial Announcement (i.e. being at least 236,917,669 Disinterested Shares, representing approximately 39.68% of the Company's total issued share capital), in compliance with note (i) to Rule 2.2 of the Takeovers Code, the Revised Offer will be open for acceptance for at least 28 days after both Delisting Conditions are satisfied on the Revised Closing Date. The Offeror reserves the right to extend the Revised Offer beyond this 28-day period. Written notice must be given to the Shareholders who have not accepted the Revised Offer as of the Revised Closing Date.

2. Remittances in respect of the cash consideration (after deducting the seller's ad valorem stamp duty in respect of acceptances of the Revised Offer) payable for the Offer Shares tendered under the Revised Offer will be despatched to the Shareholders accepting the Revised Offer by ordinary post at their own risk as soon as possible, but in any event no later than seven (7) Business Days after the date of receipt by the Registrar of all relevant documents (receipt of which renders such acceptance complete and valid), in accordance with the Takeovers Code. For details of the settlement arrangement, please refer to the section headed "Settlement of consideration" under "Letter from CICC" in the Revised Composite Document.

3. Assuming that the Delisting Resolution is not approved at the EGM on the Revised Closing Date, the Revised Offer will be closed on Wednesday, 7 January 2026. In this case, the latest time for acceptance of the Revised Offer and closing of the Revised Offer would be at 4 p.m., Wednesday, 7 January 2026. On the same day, an announcement of the results of the Revised Offer will be made.

4. Assuming that the Delisting Acceptance Condition is not satisfied on Monday, 26 January 2026, the Revised Offer will be closed on Monday, 26 January 2026. In this case, the latest time for acceptance of the Revised Offer and closing of the Revised Offer would be at 4 p.m., Monday, 26 January 2026. On the same day, an announcement of the results of the Revised Offer will be made.

5. Assuming that the Delisting Acceptance Condition is satisfied on or before Monday, 26 January 2026, in compliance with note (i) to Rule 2.2 of the Takeovers Code, the Revised Offer will be open for acceptance for at least 28 days after both Delisting Conditions are satisfied. In this case, the latest time for acceptance of the Revised Offer and closing of the Revised Offer would be announced to the Shareholders as and when practicable.

6. The expected last day of trading in the Shares on the Stock Exchange and the expected time and date of withdrawal of the listing of Shares from the Stock Exchange will be dependent on the date of which both Delisting Conditions are satisfied. Further announcement will be made to notify the Shareholders of the updated timetable.

7. If any Severe Weather Condition is: (1) in force in Hong Kong at any local time before 12:00 noon but no longer in force at and after 12:00 noon on the latest date for acceptance of the Revised Offer and the latest date for posting of remittances for the amounts due under the Revised Offer in respect of valid acceptances, the latest time for acceptance of the Revised Offer will remain at 4:00 p.m. on the same Business Day and the posting of the cheques will be made on the same Business Day; or (2) in force in Hong Kong at 12:00 noon and/or thereafter on the latest date for acceptance of the Revised Offer and the latest date for posting of remittances for the amounts due under the Revised Offer in respect of valid acceptances, the latest time for acceptance of the Revised Offer will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at 12:00 noon and/or thereafter or such other day as the Executive may approve in accordance with the Takeovers Code and the posting of the cheques will be made on the following Business Day which does not have either of those warnings in force at 12:00 noon and/or thereafter.

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If the latest time for the acceptance of the Revised Offer and the posting of remittances do not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror and the Company will notify the Offer Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

WARNING

The Shareholders are encouraged to read the Revised Composite Document and the Revised Form of Acceptance carefully, including the recommendation of the Independent Board Committee and the letter of advice from the Independent Financial Adviser in respect of the Offer before deciding whether or not to accept the Revised Offer. Shareholders and potential investors should exercise caution when dealing in Shares or other rights in respect of them. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

By order of the board of directors of Broad Gongga Investment Pte. Ltd. Ho Wing Hang Florence
Director

By order of the Board
Jinke Smart Services Group Co., Ltd.
Xia Shaofei
Chairman

Hong Kong, 8 December 2025

The directors of the Offeror and the shareholder-cum-directors of the managers of Boyu jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

As at the date of this announcement, the board of directors of the Offeror is comprised of Ms. Ho Wing Hang Florence, Mr. Sun Jianjun and Ms. Li Wenting, and the managers of Boyu are Yixin, Ltd. (of which Mr. Tong Xiaomeng is the sole shareholder and sole director) and JH Capital Holdings Ltd. (of which Mr. Cheung, Chi Yan Louis is the sole shareholder and sole director).

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Offeror and its Concert Parties) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the directors of the Offeror and the shareholder-cum-directors of the managers of Boyu) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

As at the date of this announcement, the Board comprises Mr. Xia Shaofei as executive Director, Mr. Wu Xiaoli, Ms. Lin Ke and Mr. Qi Shihao as non-executive Directors, and Ms. Xiao Huilin, Ms. Yuan Lin and Mr. Tung Woon Cheung Eric as independent non-executive Directors.

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