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Jinke Smart Services Group Co., Ltd. M&A Activity 2026

Jan 7, 2026

51128_rns_2026-01-07_09b93966-ec8b-4342-a886-9a36a8efab42.pdf

M&A Activity

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

This 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 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

关爱无处不在

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

REVISED 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

(1) ACCEPTANCE LEVEL OF THE OFFER; AND
(2) EXTENDED CLOSING DATE

Financial adviser to the Offeror

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Independent Financial Adviser to the Independent Board Committee

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红日资本有限公司
RED SUN CAPITAL LIMITED


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”); and (ii) the revised composite document dated 9 December 2025 jointly issued by the Company and the Offeror 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 Revised Composite Document.

ACCEPTANCE LEVEL OF THE OFFER

In order for the Delisting Acceptance Condition to be satisfied, the Offeror needs to receive valid acceptances under the Offer in respect of at least 236,917,669 Disinterested Shares from Independent Shareholders.

As at 4:00 p.m. on Wednesday, 7 January 2026, the Offeror and its Concert Parties have received acceptances from Independent Shareholders in respect of 218,587,787 Disinterested Shares (representing approximately 36.61% of all issued Shares of the Company) (the “Accepted Shares”).

In addition, there are Independent Shareholders who have given irrevocable undertakings to the Offeror to accept the Offer with respect to 14,865,238 Disinterested Shares (representing approximately 2.49% of all issued Shares of the Company) which have not been tendered for acceptance under the Offer (the “Untendered IU Shares”).

Assuming the Untendered IU Shares will also be tendered for acceptance and after taking into account of the Accepted Shares set out above, the Offeror would have received valid acceptance amounting to 233,453,025 Disinterested Shares, representing approximately 88.68% of all Disinterested Shares (i.e., 263,241,854 Disinterested Shares). The Delisting Acceptance Condition will be satisfied if the Offeror, after the date of this announcement, further receives valid acceptances under the Offer from Independent Shareholders in respect of at least 3,464,644 Disinterested Shares, representing approximately 0.58% of all issued Shares of the Company and 1.32% of all Disinterested Shares held by Independent Shareholders.

OWNERSHIP LEVEL OF THE OFFEROR

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.

Taking into account (i) the 226,048,971 Shares already owned by the Offeror and its Concert Parties immediately before the commencement of the Offer Period; (ii) the 107,797,875 Shares acquired by the Offeror through the Auction Shares Transfer; and (iii) the Accepted Shares (subject to the completion of the transfer of these Accepted Shares to the Offeror), the Offeror and its Concert Parties are interested in an aggregate of 552,434,633 Shares, representing approximately 92.52% 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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EXTENDED CLOSING DATE

The Offeror has decided to extend the Closing Date until 4:00 p.m. on Friday, 16 January 2026 (the "Extended Closing Date").

In addition, as set out in the Revised Composite Document, the latest permissible date for the Delisting Acceptance Condition to be satisfied will be Monday, 26 January 2026.

WARNING

Shareholders are encouraged to read the Revised Composite Document carefully, including the advice of the Independent Financial Adviser to the Independent Board Committee and the recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Offer, before deciding whether or not to accept the Offer. The Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their 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, 7 January 2026

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.