THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, 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 Dmall Inc., you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

多点Dmall

Dmall Inc.

多点数智有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 2586)

(1) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF 20% EQUITY INTEREST IN DMALL ZHILIAN;
(2) REVISION OF EXISTING ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE B&T FRAMEWORK AGREEMENT;
(3) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(4) RE-APPOINTMENT OF AUDITOR; AND
NOTICE OF ANNUAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

潘時資本

MAXA CAPITAL

Maxa Capital Limited

A notice convening the annual general meeting of Dmall Inc. to be held at Floor 8, Block B, Haidian Culture and Art Building, No. 28, Zhongguancun Street, Haidian District, Beijing, China on Friday, May 23, 2025 at 11 a.m. is set out on pages AGM-1 to AGM-6 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (https://ir.dmall.com/).

Whether or not you are able to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company (as defined herein), Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting (i.e. not later than 11 a.m. on May 21, 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting (or any adjournment thereof) if they so wish.

References to times and dates in this circular are to Hong Kong local times and dates.

For the avoidance of doubt, holders of treasury Shares of the Company, if any, shall abstain from voting at the Company's annual general meeting in connection to such treasury Shares.

April 30, 2025

CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD 9
Introduction. 10
Discloseable and Connected Transaction in Relation to the Acquisition of 20% Equity Interest in Dmall Zhilian. 10
Revision of Existing Annual Caps for Continuing Connected Transactions under the B&T Framework Agreement. 17
Listing Rules Implications. 26
Independent Board Committee and Independent Financial Adviser 27
Information of the Parties 27
General Mandate to Issue Shares 29
Repurchase Mandate to Repurchase Shares 30
Re-appointment of Auditor 30
Annual General Meeting 30
Recommendation. 32
Responsibility Statement 32
General Information 32

LETTER FROM THE INDEPENDENT BOARD COMMITTEE. 33

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER 35

APPENDIX I - EXPLANATORY STATEMENT. I-1

APPENDIX II - GENERAL INFORMATION. II-1

APPENDIX III - VALUATION REPORT. III-1

NOTICE OF ANNUAL GENERAL MEETING AGM-1

DEFINITIONS

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

“2016 Share Incentive Plan” the share incentive plan approved and adopted by the shareholders on January 8, 2016, the principal terms of which are set out in the section headed “Statutory and General Information – D. Share Incentive Plans” in Appendix IV of the Prospectus

“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 circular

“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 circular

“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 circular

“Announcement” the announcement of the Company dated March 28, 2025 in relation to the Equity Transfer Agreement and the transactions contemplated thereunder including the Equity Transfer that constitutes a discloseable and connected transaction and the revision of the Proposed Revised Annual Caps for the continuing connected transactions under the B&T Framework Agreement

“Annual General Meeting” the annual general meeting of the Company to be held at Floor 8, Block B, Haidian Culture and Art Building, No. 28, Zhongguancun Street, Haidian District, Beijing, China on Friday, May 23, 2025 at 11 a.m., or any adjournment thereof and notice of which is set out on pages AGM-1 to AGM-6 of this circular

“Articles of Association” the tenth amended and restated memorandum of association and articles of association of the Company as adopted on November 27, 2024 and effective on December 3, 2024, as amended from time to time

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

DEFINITIONS

“B&T Entities” has the meaning ascribed to it in the section headed “Shanghai B&T and B&T Entities” of this circular

“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 circular

“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

“CCASS” the Central Clearing and Settlement System established and operated by HKSCC

“China” or “PRC” the People’s Republic of China excluding, for the purpose of this circular, Hong Kong, the Macau 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 with limited liability on February 5, 2015, with its shares listed on the main board of the Stock Exchange

“Completion” completion 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 circular

“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

DEFINITIONS

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

“Director(s)” the 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 principally engaged in conducting research and development activities 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 circular

“Dr. Zhang” Dr. ZHANG Wenzhong (張文中), the founder, senior advisor and a controlling Shareholder. As at the Latest Practicable Date, Dr. Zhang and his associates held an aggregate of 515,852,135 Shares, representing approximately 57.34% of the total number of Shares in issue

“EBITDA” earnings before interest, taxes, depreciation and amortization, which is a measurement of a company’s core operating profitability

“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 circular

DEFINITIONS

"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 circular

"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 circular

"General Mandate"
a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with additional Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the number of issued Shares (excluding treasury Shares) as at the date of passing of the relevant resolution granting such mandate

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"HKSCC"
Hong Kong Securities Clearing Company Limited

"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

DEFINITIONS

"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

"Latest Practicable Date" April 30, 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

"Listing Date" December 6, 2024, being the date on which dealings in the Shares first commenced on the Stock Exchange

"Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange

"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

"Nomination Committee" the nomination committee of the Company

DEFINITIONS

“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 circular

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

“Remuneration Committee” the remuneration committee of the Company

“Repurchase Mandate” a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the number of the issued Shares (excluding treasury Shares) as at the date of passing of the relevant resolution granting such mandate

“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 “Revision of the Existing Annual Caps for Continuing Connected Transactions under the B&T Framework Agreement” of this circular

“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 circular

“RMB” Renminbi, the lawful currency of the People’s Republic of China

“SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time

“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 share(s) in the capital of the Company with a par value of US$0.0001 each

“Shareholder(s)” the 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

DEFINITIONS

“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;
“Takeovers Code”	the Codes on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission of Hong Kong, as amended from time to time
“treasury Shares”	has the meaning ascribed to it under the Listing Rules
“US$”	United State dollars, the lawful currency for the time being of the United States
“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 circular
“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

DEFINITIONS

"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

“%”

per cent

LETTER FROM THE BOARD

多点DMALL

Dmall Inc.

多点数智有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 2586)

Executive Director:
Mr. Zhang Feng (President)

Non-executive Directors:
Mr. Curtis Alan Ferguson (Chairman)
Mr. Chen Zhiyu
Mr. Wang Zhenghao

Independent Non-executive Directors:
Dr. Hou Yang
Ms. Cai Lin
Dr. Mao Jiye
Mr. Li Wei

Registered office:
Craigmuir Chambers
P.O. Box 71
Road Town, Tortola
VG 1110, British Virgin Islands

Headquarters:
Floor 8, Block B
Haidian Culture and Art Building
No. 28, Zhongguancun Street
Haidian District
Beijing, China

Principal place of business in Hong Kong:
31/F., Tower Two
Times Square, 1 Matheson Street
Causeway Bay
Hong Kong

April 30, 2025

To the Shareholders,

Dear Sir or Madam

LETTER FROM THE BOARD

1. INTRODUCTION

References are 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 and the Announcement.

The purpose of this circular is to provide you with, 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 letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer, and the Proposed Revised Annual Caps; (v) a notice convening the Annual General Meeting; and (vi) further information on the resolutions to be proposed at the Annual General Meeting.

2. 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 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”).

As of the Latest Practicable Date, 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.

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)

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LETTER FROM THE BOARD

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 upon fulfilment of the conditions set out in the section headed "Effectiveness of the Equity Transfer Agreement" below, which will be deposited into the bank account designated by Beijing Wumart. The Consideration will be financed by the internal resources of the Group and will not utilize any proceeds raised from the Company's listing on the Main Board of the Stock Exchange.

There is neither guarantee of the profits or net tangible assets or other matters regarding the financial performance of Dmall Zhilian provided by Beijing Wumart, nor any option granted to the Group to sell back the Target Equity Interest to Beijing Wumart or other rights given to 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.

Dmall Zhilian did not record any goodwill on its balance sheet as at the Valuation Date. Main assets includes cash, account receivables and other receivables, representing approximately 80.2% of Dmall Zhilian's total assets for the six months ended June 30, 2024. Dmall Zhilian does not hold significant property, plant and equipment or other long-term tangible assets, representing approximately 6.4% of Dmall Zhilian's total assets for the six months ended June 30, 2024. This asset composition reflects its business nature, which is services-oriented, not asset-oriented.

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LETTER FROM THE BOARD

Given that Dmall Zhilian has been loss making and it is not asset intensive, 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 has a negative EBITDA after excluding the non-recurring gain in 2024 from the disposal of intellectual property rights which indicates that Dmall Zhilian's core operations have not yet achieved a stable profit-generating state under normal operating conditions.

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.

12 -

LETTER FROM THE BOARD

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 (an independent financial research software published by Standard and Poor) as at the Valuation Benchmark Date, taking into account the following criteria:

(a) companies are publicly searchable in Wind (one of the largest independent financial data providers in China);

(b) companies are listed on the Stock Exchange (in the case of Dmall Zhilian as Dmall Zhilian is indirectly held by a Hong Kong listed company); and

(c) the main business is IoT/solutions (which refers to integrated systems combining hardware components and software platforms to deliver end-to-end solutions for specific operational needs) (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. A threshold of 50% was set such that the comparable companies to ensure that IoT/solutions or cleaning service accounts for a majority of a comparable company's business.

13 -

LETTER FROM THE BOARD

In determining the Market Value, the EV/Sales 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.

For more details of the valuation, please refer to the Valuation Report in Appendix III to this circular.

Views of the Board

The Board has discussed and reviewed the valuation methodology and assumptions used by the Independent Valuer in formulating the valuation. It understands that the Independent Valuer has considered the suitability of three generally accepted approaches, namely market approach, cost approach and income approach. After considering the circumstances of Dmall Zhilian as detailed in the Valuation Report, the Independent Valuer has adopted the market approach, referencing the median of EV/Sales multiples from an exhaustive list of comparable companies operating in a similar business as Dmall Zhilian. These multiples were adjusted for the risk, market capitalization, and profitability of Dmall Zhilian. It is also noted that the assumptions adopted are general assumptions commonly adopted in similar valuations. After thorough consideration, the Board has not identified any major factors which would lead the Board to cast doubt on the fairness and reasonableness of the valuation approach and assumptions used in arriving at the conclusion of the Valuation Report. The Board believes that the valuation methodology, assumptions used, and the resulting valuation are fair and reasonable. The Board has also reviewed the qualifications and experience of the Independent Valuer, noting that it is a qualified professional valuation firm with extensive experience. Furthermore, the Board has confirmed with the Independent Valuer its independence from the Group and its connected persons. Accordingly, the Board is satisfied with the competence and independence of the Independent Valuer.

Additionally, the Board has discussed and reviewed the use of interim figures as of June 30, 2024, from comparable companies in the Valuation Report. It understands that at the time of preparing the Valuation Report, the financial results for the year ended December 31, 2024, had not yet been published by the comparable companies and were therefore unavailable. Using interim figures from Dmall Zhilian as of June 30, 2024 aligns the financial period across Dmall Zhilian and the comparable companies, ensuring consistency and comparability in the valuation. The Board confirms that there is no material change to the interim figures of Dmall Zhilian since June 30, 2024 until the Valuation Date. In terms of comparable companies set out in the Valuation Report, the Board understands that as of March 17, 2025, which is the date on which the calculations for the valuation were completed, only one of the comparable companies has published its annual results which is available for valuation purposes. Given the lack of full-year data and the consistent application of the same reporting period, the Board is satisfied that the use of interim figures as of June 30, 2024 in the Valuation Report is fair and reasonable.

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LETTER FROM THE BOARD

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, which include updates to reflect the new shareholding structure as a result of the Equity Transfer.

Both conditions above are non-waivable. As at the Latest Practicable Date, none of the conditions has been satisfied.

Reasons for and Benefits of the Equity Transfer

Through an acquisition and a series of capital increases, the shareholding of Dmall (Shenzhen) Digital in Dmall Zhilian reached 80% as of March 2023 at a total cost of approximately RMB134.7 million. 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”). The target customers of the AIoT Solutions provided by Dmall Zhilian primarily consist of regional or local leading enterprises in industries such as wholesale, retail and department stores.

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. For the year ended December 31, 2024, and the years ending December 31, 2025 and 2026, the aggregate relevant annual caps for the transactions contemplated under the Dmall Zhilian Framework Agreement was RMB429.3 million and are expected to be RMB450.8 million and RMB473.3 million, respectively. For the year ended December 31, 2024, the transaction amount incurred was RMB325.1 million, representing approximately 75.7% of the annual cap. As of March 31, 2025, the transaction amount incurred for 2025 amounted to RMB86.3 million, representing approximately 19.14% of the annual cap.

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For the AIoT Solutions, Dmall Zhilian charges the Group fees using one or a combination of the following methods:

(a) for purchases of AIoT hardware, the price is determined on a cost-plus basis and subject to arm's length negotiation between the parties taking into account various factors including the purchase volume and hardware type/model in the orders.

(b) for purchases of AIoT softwares and solutions, the primary pricing methods are (a) pricing based on cost-plus basis, subject to arm's length negotiation between the parties taking into account various factors including the purchase volume and software type/model in the orders and (b) a certain percentage of the revenue of the Group received from providing such AIoT solutions to the Group's external customers, which shall be determined based on arm's length negotiation between the parties taking into account various factors including the relative contribution of Dmall Zhilian (and its subsidiaries), on the one hand, and the other members of the Group, on the other hand, to the development of external customer base and the provision of such solutions to the customers, in terms of the costs and resources expended on developing the relevant hardwares and softwares, ongoing operations and marketing efforts.

(c) for design and installation services for AIoT hardware, the price is typically quoted as a fixed fee, which is determined based on a cost-plus basis taking into account various factors including the estimated number of work hours required and the workers' rates, the costs of the materials to be used, costs of project management, logistics, quality controls and other related expenses.

(d) for maintenance and technical support services in relation to AIoT solutions (if such service is not included in the original warranty), the price is determined through arm's length negotiation between the parties taking into account various factors including the scope, modules and duration of the AIoT solutions to which such service relates.

The pricing terms and other terms for the provisions of AIoT Solutions between the Group and Dmall Zhilian are determined through arm's length negotiation. The Group will only enter into a specific service agreement under the Dmall Zhilian Framework Agreement if (i) the terms and conditions are fair and reasonable and based on normal or no less favorable commercial terms as compared to the prevailing market price and terms for comparable products and services (available from vendors who are independent third parties); and (ii) it is in the best interests of the Company and the Shareholders as a whole. The business department will annually survey and review the prevailing market price and terms of similar products and services to ensure the Group's foregoing pricing policy can be effectively implemented.

For avoidance of doubt, the Dmall Zhilian Framework Agreement would be terminated upon completion of the Equity Transfer.

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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 Company had no plans prior to the listing of its Shares in December 2024 to further acquire Dmall Zhilian. However, it recently came to the Group's attention that the partial ownership of Dmall Zhilian by Beijing Wumart may raise concerns among some potential customers regarding the potential access to operational information by Beijing Wumart, given its status as an industry counterpart.

The Equity Transfer is intended 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, and 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 whose views are set out in the letter from the Independent Board Committee of this Circular) are of the view that the terms of the Equity Transfer Agreement are on normal commercial terms and are fair and reasonable, and the transactions contemplated under the Equity Transfer Agreement, though not in the ordinary and usual course of business of the Group, are in the interests of the Company and the Shareholders as a whole.

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

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 omni-channel 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: provision of integrated marketing solutions; installation of modules of the Group's operating system based on customer preference and needs,

LETTER FROM THE BOARD

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 package sorting 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.

Some of the key AIoT solutions of the Group are set out below. For further details, please refer to the section headed “Business – Our Service Offerings” of the Prospectus and the announcement of the Company dated March 18, 2025.

Intelligent Loss Prevention Solutions: It consists of AI anti-theft and loss prevention, intelligent security, and remote monitoring. Among them, the AI anti-theft and loss prevention system utilizes advanced identification and analysis technologies to accurately screen abnormal behaviors, and then issues real-time warnings to cut the loss in a timely manner, so as to reduce the loss of retail goods, and achieve closed-loop management of the commodity loss control business. Leveraging on modules such as remote monitoring, intelligent inspection, and self-service night collection, the intelligent security system relies on Internet of Things technology to drive the transformation of retail security towards intellectualization, improving the security efficiency and reducing operating costs. The remote monitoring system realizes the remote management of 24/7 unattended retail through the cloud monitoring system, self-service cashier, intelligent access control and remote monitoring, helping merchants increase sales revenue and reduce operating costs. In 2024, the Group cooperated with a large commercial group. Leveraging on digital intelligent monitoring technology, the Group helped it to strengthen safety management, achieving real-time AI warnings with high level of precision around the clock, and ensuring a rapid response to emergency security situations. Meanwhile, the Group signed a strategic contract with Laolinju Convenience Store* (老鄰居便利店). Through the application of remote monitoring technology, the Group optimized its chain management system and improved its operational efficiency, thus helping customers to control costs effectively and enhance their corporate competitiveness.
Intelligent Merchandise Replenishment Solutions: Through employing advanced AI data algorithms and integrating sales data, product display information and inventory data, it can automatically trigger out-of-stock alerts and precisely instruct workers to replenish and sort out goods in the form of tasks, effectively avoiding delays and errors caused by manual operations. The system also supports product location management, ensuring the efficient circulation and traceability of products in the
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store. In the application scenarios of stores, the system facilitates the AI-driven digital transformation of the replenishment operation. Through standardizing the staff's operation processes and ensuring timeliness, the project upgrades the traditional offline management model to a digital and quantitative management model. With the piecework system, employees are paid according to their work, significantly enhancing their work enthusiasm and efficiency. In addition, by leveraging the digital intelligent data of in-store replenishment, the solution can conduct a reverse verification of the efficiency of product logistics and the accuracy of goods distribution, greatly improving the overall operational efficiency of supermarkets.

Intelligent Cashier Solutions: This solution deeply integrates cashier modules by connecting the back ends of hardware devices such as point of sale (POS), self-checkout machines and AI scales, and links them with users to analyze the usage data for piecework purpose, effectively enhancing the work efficiency of employees. This solution has successfully helped merchants such as Wumei Group, Metro AG and its subsidiaries, Shoukang Yongle Commercial Group (壽康永樂商貿集團) (, and Sichuan Hongyuan Shangcheng Supermarket Co., Ltd. (四川宏遠上鍵超市有限公司) to achieve visual monitoring of the efficiency of their cashiers. Through piecework management, employees' work enthusiasm was fully motivated, and their work efficiency and service awareness were enhanced, thus optimizing the overall performance of the cashier process.
Intelligent Distribution Solutions: By integrating market distribution service providers, this solution helps retailers to reduce the cost of system integration and offers highly flexible capacity allocation plans that are suitable for different business scenarios. In terms of distribution capacity, it has changed the previous fluctuations. Whether in the peak or low seasons of orders, it can ensure a stable supply of capacity. For the weak bargaining power of retailers as compared to distribution service providers due to low order volumes, the solution significantly enhanced the bargaining power of retailers through resource integration and centralized allocation. Moreover, it effectively solved a dilemma of having idle full-time staff during low order periods and the urgent need to allocate store staff during peak order periods. This achieved efficient utilization of human resources and comprehensively improves the efficiency and quality of order fulfillment. The Group's integrated distribution has an average daily order volume of over 150,000, covering more than 400 cities across the country. The number of riders dispatched daily is over 10,000. The business includes personalized solutions for distances of 1–3 kilometers, 3–5 kilometers, and 5–15 kilometers. In the project of helping Metro AG and its subsidiaries achieve city-wide distribution and direct delivery for fresh food, the project of direct delivery for fresh food and city-wide distribution accounted for $18.39\%$ of the total C-end online orders by the end of 2024, due to market cultivation and a good distribution experience. The Group helped merchants to reduce distribution costs year by year through annual nationwide centralized bidding. Taking Chongbai Supermarket* (重百超市) as an example, based on order calculation for 2024, the Group can help the merchant to reduce annual costs by more than RMB500,000.
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Intelligent Package Sorting Solutions: Leveraging on advanced big data algorithms and modeling technologies, this solution identifies and locates products based on order priorities and inventory status. It abandons the traditional paper-based operation mode, uses electronic devices to sort goods, and streamlines the workflow from product identification to final packaging to optimize the route of sorters from the shelves to the packaging station, thus improving the overall efficiency of product sorting. This solution enables retailers to meet the needs of online sales while enhancing operational efficiency and operational accuracy, which helps retailers to achieve the digitalization and productization of picking operations and management, thereby improving the picking efficiency of omnichannel orders, and gradually reducing picking costs.
Intelligent Energy Efficiency Solutions: It integrates functions such as photovoltaic management, energy consumption management, intelligent control of equipment, AI analysis, and carbon emission management. By applying intelligent sensing, Internet of Things, big data, and AI technologies, this solution builds a comprehensive digital energy management platform for enterprises. Through real-time monitoring, intelligent analysis, and optimized control, the Intelligent Energy & Efficiency System product can effectively help enterprises reduce energy costs and improve management efficiency, thus assisting enterprises in practicing environmental, social and governance.
Scan-and-Go Solutions: This solution helps retailers to improve checkout management to improve their checkout efficiency. Consumers using such Scan-and-Go solutions can choose to use self-checkout services without wasting time in lines and dealing with cashiers. Data gathered during the self-checkout process helps retailers to develop more comprehensive consumer profile. This allows retailers to adopt more tailored marketing strategy that captivate consumer interest and provide more personalized shopping experience.
Intelligent Cleaning Solutions: An integrated cleaning solution combining digital devices and labor force for offline retail scenarios such as supermarkets. Services include leasing of sweeping robot, and cloud-based management of cleaning devices and related operation services. It helps schedule, monitor, and optimize cleaning tasks throughout retail spaces. This solution enhances store cleanliness efficiency while reducing overall cleaning costs. By implementing this smart system, retailers can overcome these challenges, ensuring a more organized, efficient, and cost-effective approach to maintaining store cleanliness, ultimately improving both the shopping environment and operational productivity.
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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 using one or a combination of the following methods (“Retail Core Service Cloud Pricing Terms”):

(a) The primary pricing methods for providing Retail Core Service Cloud Solutions are: a take rate fee structure whereby the Group charge a percentage of the customer’s GMV (based on point-of-sale value or sales value) facilitated by the operating system, or a fixed subscription fee model. The said take rate percentage or the fixed fee shall be determined through arm’s length negotiation between the parties based on various factors, including but not limited to the number and types of modules subscribed by the customer, the subscription period, the expected customer’s total GMV transacted through the platform, and the size and operational scope of the customers.

(b) Where the Group provides software development and maintenance services, the Group charges a fixed fee which shall be determined through arm’s length negotiation between the parties based on various factors, including but not limited to the number and types of the software modules involved, the subscription period, and the size and operational scope of the customers.

(c) The Group charges a consultation fee for the customization of the product and service offerings. The amount of the consultation fees is the product of (a) the aggregated work hours or work days involved and (b) the applicable fee rate per worker per work hour or work day. The fee rate varies depending on the type and seniority of the worker and may be determined through arm’s length negotiation between the parties based on various factors, including but not limited to operational scope of the customers and contract period.

(d) Where the Group provides AIoT solutions and related services to the customer, the primary pricing methods are: a take rate fee structure whereby the Group charges a fee based on a percentage of the GMV (based on point-of-sale value or sales value) processed through the relevant AIoT solution, or a fixed subscription fee model. The said take rate percentage or the fixed fee shall be determined through arm’s length negotiation between the parties based on various factors, including but not limited to types of the products and/or services provided by us and the retail format, store size and operational scope of the customer.

(e) Where the Group sells AIoT hardware to customers, the price is determined on a cost-plus basis and subject to arm’s length negotiation between the parties taking into account various factors including the purchase volume and product type of the customers’ orders.

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(f) Where a module on the operating system or a type of AIoT solutions, due to the unique nature of the functionality or service involved, would require pricing methods other than the take rate fee structure or subscription fee structure, the pricing method and pricing terms shall be determined through arm's length negotiations between the parties to reflect the commercial reality, and shall take into account factors such as (to the extent relevant in each case): the costs in developing the relevant module or solutions, the labor and other costs required for providing such services, the scope and estimated volume of services to be provided, market pricing for similar services made available by or to independent third parties. In any event, the Group will only agree to the pricing methods and pricing terms if (i) the terms and conditions are fair and reasonable and based on normal or no less favorable commercial terms as compared to the provision of similar modules or solutions to other customers who are independent third parties; and (ii) they are in the best interests of the Company and the Shareholders as a whole.

To ensure that the transactions contemplated under the B&T Framework Agreement are on normal commercial terms and do not exceed the Proposed Revised Annual Caps, the Company's finance department maintains a database to record and monitor the aggregate transaction amounts under the continuing connected transactions from time to time to ensure that the Group has sufficient annual caps for carrying out relevant continuing connected transactions. The Company also compares the quotations of similar services provided to independent third party customers (such as one or multiple customers, depending on the number of appropriate and comparable customers available) from time to time.

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. The pricing and other terms in a specific service agreement under the B&T Framework Agreement will be determined based on arm's length negotiation, and the Group will only enter into such a specific service agreement if (i) the terms and conditions are fair and reasonable and based on normal or no less favourable commercial terms as compared to the Group's provision of similar Retail Core Service Cloud Solutions to other customers who are independent third parties; and (ii) it is in the best interests of the Company and the Shareholders as a whole. Prior to any specific service agreement is entered into, the Group's legal department will review the legal terms of the agreement and the Group's finance department will review the pricing terms of the agreement, in order to ensure the terms of

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such agreement are consistent with and no less favourable to the Group than the terms on which the Group provides similar Retail Core Service Cloud Solutions to independent customers. The independent non-executive Directors will review the continuing connected transactions under the B&T Framework Agreement (including the Proposed Revised Annual Caps) annually to check and confirm whether such continuing connected transactions have been conducted in the ordinary and usual course of business of the Group, on normal commercial terms or better, in accordance with the relevant agreement governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole, and whether the internal control procedures put in place by the Company are adequate and effective to ensure that such continuing connected transactions are conducted in accordance with the pricing policies set out in such relevant agreements.

The Company's external auditors will also review the continuing connected transactions under the B&T Framework Agreement (including the Proposed Revised Annual Caps) annually to check and confirm (among others) whether the Retail Core Service Cloud Pricing Terms have been adhered to and whether the relevant annual caps have been exceeded. The Company will continue to closely monitor the implementation of the B&T Framework Agreement (including the Proposed Revised Annual Caps) and take prompt action to make necessary disclosure and obtain Independent Shareholders' approval in the event that any adjustment to an annual cap becomes foreseeable.

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 the 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 Company did not recognise any fee payable by B&T Entities during the aforesaid period. 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 (the annual cap for continuing connected transactions under the B&T Framework Agreement for the year ended December 31, 2024: RMB10.0 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.

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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;

(c) the average rebate rate offered to customers by the Company of 0.5% to 11% in relation to the provision of integrated marketing solutions, which is determined with reference to the rebate rate offered to the Company by third-party media channels and platforms; and

(d) 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. These solutions encompass digital marketing planning services for media channel digital platforms, media placement, short video content marketing and conversion consulting. 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 will be approximately RMB88.5 million. This projection is based on an analysis of the historical advertising scale and the business expansion plan of B&T Entities for 2025, obtained through communication with B&T Entities regarding their historical budget scale and marketing plans to assess the overall business volume for the year. The transaction amount is expected to further increase by approximately 30% for the year ending December 31, 2026 because B&T Entities have indicated a strong demand for future collaboration with the Group due to their business development needs. This projected increase is based on B&T Entities' expectations for future business expansion, with a greater demand and exposure on advertising platforms anticipated in 2026.

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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 the report issued by Frost & Sullivan International Limited for the purpose of the listing of the Company on the Stock Exchange, the Group is the natural choice for its connected persons (being among the top retailers in their respective markets with thousands of malls and stores across China and owning a wide array of well-known brands and trademarks in China as disclosed in the sections headed "Connected Transactions" and "Relationship with the Controlling Shareholders" in the Prospectus), including B&T Entities, for acquiring retail digitalization solutions. As detailed in the Prospectus, the Group started providing services to its connected persons in 2015. 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, the B&T Entities expressed their demand for integrated marketing solutions. As such, 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 prior to the listing of the Company's shares in December 2024. The provision of integrated marketing solutions to B&T Entities is expected to bring in additional revenue to the Group. For the avoidance of doubt, the provision of integrated marketing solutions falls within the original scope of Retail Core Service Cloud Solutions to be provided under the B&T Framework Agreement. As such, there is no material change in terms under the B&T Framework Agreement, and the terms of the existing B&T Framework Agreement do not require revision.

The transaction amount recorded for the period from 1 January 2025 to 31 March 2025 under the existing B&T Framework Agreement amounted to RMB4.67 million, which falls within the Existing Annual Caps. 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 Board is of the view that the Proposed Revised Annual Caps would not lead to undue reliance of the Group on Dr. Zhang and his associates. The Board considers that the business relationship between the Group and Dr. Zhang and his associates is mutually beneficial and dependent. During the year ended December 31, 2024, revenue generated from Dr. Zhang and his associates accounted for approximately $72\%$ of the Group's total revenue in the same year. The number of independent customers of the Group for the year ended December 31, 2023 and

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December 31, 2024 amounted to 530 (out of a total number of 533 customers) and 588 (out of a total number of 591 customers), respectively. The Group has continued to expand its customer base to reduce its reliance on Dr. Zhang and his associates as set out in the Prospectus, for example the entering into of the cooperation agreements with other leading retailers in China and overseas markets, such as Zhongbai Holdings Group Co., Ltd. and Lawson (China) Investment Co., Ltd. to attract more retailer customers; the overall growth in the Chinese economy and the size and projected growth of China's retail digitalization solution market contributing to the Group's ability to attract more independent customers, and the Group's development of an English version of the Dmall OS system, and the Group's overseas business development team with local market know-how and expanding our research and development team focusing on overseas market development. Other than Dr. Zhang and his associates, the Group has entered into cooperation agreements with other leading retailers in China, other parts of Asia and Europe. The recognition by these leading retailers of the Group's service capabilities and quality has created a solid foundation for the Group to attract many more retailer customers other than Dr. Zhang and his associates. The Group is able to provide similar transformative solutions provided to Dr. Zhang and his associates to new customers. The Group has developed deep industry know-how and expertise working with top retailers, including Dr. Zhang and his associates, and are able to translate such know-how into standard SaaS modules that offer the same functions that can be easily adopted by all of the Group's customers and further customized based on individualized operating needs.

The Directors (except for the independent non-executive Directors whose views are set out in the letter from the Independent Board Committee of this Circular) are of the view that the Proposed Revised Annual Caps are in the ordinary and usual course of business of the Group and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

4. LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, 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.

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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.

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.

5. 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 are in the ordinary and usual course of business of the Group, 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 Annual General Meeting. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

6. 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.

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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 by Dr. Zhang and Beijing Muhong Management Consulting Co., Ltd. as to approximately 97.02% and 2.98%, respectively. Beijing Muhong Management Consulting Co., Ltd. is ultimately beneficially owned by Mr. Lin Dongliang and Mr. Wu Guangze as to 66.66% and 33.34%, respectively. Mr. Lin Dongliang is an independent third party; Mr. Wu Guangze is a former director of the Company who resigned on November 27, 2022 and is otherwise independent from the Company, Dr. Zhang and his associates. 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.

For the year ended December 31, 2024, the revenue generated from the AIoT Solution business amounted to RMB516,054,834 (for the year ended December 31, 2023: RMB412,122,299), and the revenue generated from the intelligent cleaning solutions business amounted to RMB135,861,744 (for the year ended December 31, 2023: RMB64,937,924). 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). The turnaround from net loss to net profit of Dmall Zhilian for the year ended December 31, 2024 was because Dmall Zhilian had one non-recurring gains in 2024 of RMB 20.18 million which involves the disposal of intellectual property rights to Dmall (Shenzhen) Digital.

28 -

LETTER FROM THE BOARD

As of December 31, 2024, the net asset value of Dmall Zhilian amounted to approximately RMB90.6 million. The major assets included cash of RMB52.78 million, accounts receivable of RMB39.8 million, and other receivables of RMB84.29 million, comprising mainly receivables from picking, tallying and cashier operations and receivable from the capital injected by Dmall (Shenzhen) Digital Technology Co., Ltd. On the liabilities side, Dmall Zhilian had a short-term borrowing of RMB22.86 million, accounts payable of RMB53.19 million, and other payables of RMB14.41 million, comprising mainly hardware purchase payable and operating service fee payable.

Shanghai B&T and B&T Entities

Shanghai B&T is the holding company of the entities that manage and operate stores bearing the brand of B&T (百安居) in the PRC (collectively, the "B&T Entities"). B&T Entities are subsidiaries of Wumei Technology, a company which is ultimately owned by Dr. Zhang and Beijing Muhong Management Consulting Co., Ltd. as to approximately 97.02% and 2.98%, respectively. For further details of Beijing Muhong Management Consulting Co., Ltd., please refer to the section headed "Beijing Wumart" above.

7. GENERAL MANDATE TO ISSUE SHARES

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares (including any sale or transfer of treasury Shares), approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the General Mandate to issue Shares. At the Annual General Meeting, an ordinary resolution numbered 4(A) will be proposed to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the number of issued Shares (excluding treasury Shares) as at the date of passing of the resolution approving the General Mandate.

As at the Latest Practicable Date, the total number of issued Shares was 899,632,733, with no treasury Shares. Subject to the passing of the ordinary resolution numbered 4(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue (or transfer out of treasury) a maximum of 179,926,546 Shares.

In addition, subject to passing of the ordinary resolution numbered 4(C), the number of Shares purchased by the Company under ordinary resolution numbered 4(B) will also be added to extend the General Mandate as mentioned in ordinary resolution numbered 4(A) provided that such additional number shall represent up to 10% of the number of issued Shares (excluding treasury Shares) as at the date of passing the resolutions in relation to the General Mandate and Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares (including any sale or transfer of treasury Shares out of treasury) pursuant to the General Mandate.

29 -

LETTER FROM THE BOARD

8. REPURCHASE MANDATE TO REPURCHASE SHARES

In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares (excluding treasury Shares) as at the date of passing of the resolution approving the Repurchase Mandate.

As at the Latest Practicable Date, the total number of issued Shares was 899,632,733, with no treasury Shares. Subject to the passing of the ordinary resolution 4(B) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 89,963,273 Shares, representing 10% of the number of issued Shares (excluding treasury Shares) as at the date of passing of the resolution approving the Repurchase Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

9. RE-APPOINTMENT OF AUDITOR

The Board proposes to re-appoint KPMG as the independent auditor of the Group for the year ending 31 December 2025 and to hold the office until the conclusion of the next annual general meeting of the Company. A resolution will also be proposed to authorise the Board to fix the auditor's remuneration for the ensuing year. KPMG have indicated their willingness to be re-appointed as auditor of the Group for the said period.

10. ANNUAL GENERAL MEETING

Notice Of Annual General Meeting

Set out on pages AGM-1 to AGM-6 of this circular is the notice of the Annual General Meeting at which ordinary resolutions will be proposed to Shareholders to consider and approve, among other things, (i) the granting of the General Mandate to issue Shares, (ii) the Repurchase Mandate to repurchase Shares, (iii) the re-appointment of the auditor of the Group, (iv) the Equity Transfer Agreement and the transactions contemplated thereunder including the Equity Transfer; and (v) the Proposed Revised Annual Caps.

LETTER FROM THE BOARD

Form Of Proxy

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (https://ir.dmall.com/). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting (i.e. not later than 11 a.m. on May 21, 2025) or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting if they so wish and in such event the form of proxy shall be deemed to be revoked.

Voting By Poll

There is no Shareholder who has any material interest in the proposed resolutions regarding the General Mandate and Repurchase Mandate and the re-appointment of the auditor of the Group, therefore none of the Shareholders is required to abstain from voting on such resolutions.

As at the Latest Practicable Date, Dr. Zhang, through his controlled entities, Celestial Limited, Odor Nice Limited and Retail Enterprise Corporation Limited, held 423,470,475 Shares, 68,880,650 Shares and 10,101,010 Shares, representing approximately 47.07%, 7.66% and 1.12% of the total number of Shares in issue, respectively. Mr. Zhang Bin (brother of Dr. Zhang) through his controlled entity, Ultron Age Inc., held 13,400,000 Shares, representing approximately 1.49% of the total number of Shares in issue. The above Shareholders, holding an aggregate of 515,852,135 Shares, representing approximately 57.34% of the total number of Shares in issue, 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 Latest Practicable Date, 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.

Pursuant to Rule 13.39(4) of the Listing Rules and article 11.6 of the Articles of Association, any resolution put to the vote of the Shareholders at a general meeting shall be decided on a poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of the Annual General Meeting will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

31 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting of the General Mandate and the Repurchase Mandate and the re-appointment of the auditor of the Group are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favor of the resolutions to be proposed at the Annual General Meeting to approve (i) the granting of the General Mandate to issue Shares; (ii) the Repurchase Mandate to repurchase Shares and (iii) the re-appointment of the auditor of the Group.

The Directors (including the independent non-executive Directors who have considered the advice from the Independent Financial Adviser) also consider that (i) the terms of the Equity Transfer Agreement are on normal commercial terms and are fair and reasonable, and the transactions contemplated under the Equity Transfer Agreement, though not in the ordinary and usual course of business of the Group, are in the interests of the Company and the Shareholders as a whole; and (ii) the Proposed Revised Annual Caps are fair and reasonable, in the ordinary and usual course of business of the Group, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. The Directors (including the independent non-executive Directors who have considered the advice from the Independent Financial Adviser) therefore also recommend all the Independent Shareholders to vote in favor of the resolutions to be proposed at the Annual General Meeting to approve (i) the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer; and (ii) the Proposed Revised Annual Caps.

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 Company. 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.

GENERAL INFORMATION

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

Yours faithfully,

By order of the Board

Dmall Inc.

Mr. Curtis Alan Ferguson

Chairman

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the letter of advice 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, which has been prepared for the purpose of inclusion in this circular.

Dmall Inc.

多点数智有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 2586)

April 30, 2025

To the Independent Shareholders

Dear Sirs,

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

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

INTRODUCTION

We refer to a circular (the "Circular") of the Company dated April 30, 2025 of which this letter forms part. Terms used in this letter shall have the same meaning as defined in the Circular unless the context otherwise requires.

We have been appointed by the Board as members of the Independent Board Committee to advise you 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 fair and reasonable, 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 are in the ordinary and usual course of business of the Group and to advise the Independent Shareholders on how to vote for the resolution at the Annual General Meeting. Maxa Capital Limited has been appointed as the Independent Financial Adviser to advise us and the Independent Shareholders in this regard.

33 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

We wish to draw your attention to the letter from the Board set out on pages 9 to 32 of the Circular and the letter from Maxa Capital Limited as set out on pages 35 to 61 of the Circular, which contains, inter alia, its advice and recommendation regarding the terms of the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer and the Proposed Revised Annual Caps with the principal factors and reasons for its advice and recommendation.

RECOMMENDATION

Having considered the terms of the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer and the Proposed Revised Annual Caps and taking into account the advice and recommendation of the Independent Financial Adviser, we are of the view that the (i) the terms of the Equity Transfer Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned, and the transactions contemplated under the Equity Transfer Agreement, though not in the ordinary and usual course of business of the Group, are in the interests of the Company and the Shareholders as a whole; and (ii) the Proposed Revised Annual Caps are fair and reasonable, in the ordinary and usual course of business of the Group, on normal commercial terms and in the interests of the Company and its Shareholders as a whole. We therefore recommend that the Independent Shareholders to vote in favour of the resolution to be proposed at the Annual General Meeting thereby approving (i) the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer; and (ii) the Proposed Revised Annual Caps.

Yours faithfully,

For and on behalf of

Independent Board Committee

Dr. Hou Yang

Ms. Cai Lin

Dr. Mao Jiye

Mr. Li Wei

Independent non-executive Directors

34 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

邁時資本

MAXA CAPITAL

Unit 2602, 26/F, Golden Centre

188 Des Voeux Road Central

Sheung Wan

Hong Kong

April 30, 2025

To the Independent Board Committee and the Independent Shareholders

Dear Sirs or Mesdames,

(1) DISCLOSEABLE 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

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of (i) the Equity Transfer Agreement and the transactions contemplated thereunder including the Equity Transfer; and (ii) the Proposed Revised Annual Caps, details of which are set out in the letter from the Board (the "Letter from the Board") contained in the circular of the Company dated April 30, 2025 (the "Circular"), of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

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 million in cash (the "Consideration"). Dmall Zhilian is a non-wholly owned subsidiary of Dmall (Shenzhen) Digital and held as to 80% by Dmall (Shenzhen) Digital.

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 provided 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. 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.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

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 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, circular, annual review 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.

The Independent Board Committee was established to consider the terms of the Equity Transfer Agreement and the transactions contemplated thereunder 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 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 resolution to be proposed at the 2025 AGM. We, Maxa Capital Limited, have been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in this regard.

36 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

OUR INDEPENDENCE

As at the Latest Practicable Date, we did not have any relationship with or interest in the Company, its subsidiaries and any other parties that could reasonably be regarded as relevant to our independence in accordance with Rule 13.84 of the Listing Rules and accordingly, were qualified to give independent advice to the Independent Board Committee and the Independent Shareholders in respect of the Equity Transfer Agreement, the transactions contemplated thereunder including the Equity Transfer and the Proposed Revised Annual Caps. Save for this appointment, there was no other engagement between the Company and us in the past two years. Apart from normal advisory fees payable to us in connection with this appointment, no arrangement exists whereby we will receive any fees or benefits from the Company.

BASIS OF OUR OPINION

In formulating our opinion and recommendation, we have reviewed, among others, (i) the B&T Framework Agreement; (ii) the Equity Transfer Agreement; (iii) the accountants' report of the Company for the two years ended December 31, 2023 as set out in the Prospectus; (iv) the annual result announcement of the Company for the year ended December 31, 2024 (the "2024 ARA"); (v) the management accounts of Dmall Zhilian for each of the two years ended 31 December 2024 (the "Management Accounts"); and (vi) the Valuation Report.

We consider that we have reviewed sufficient and relevant information and documents and have taken reasonable steps as required under Rule 13.80 of the Listing Rules to reach an informed view and to provide a reasonable basis for our recommendation. We have relied on the statements, information, opinions and representations contained in the Circular and the information and representations provided to us by the Directors and the management of the Group (the "Management"). We have reviewed, inter alia, the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors and the Management. We have assumed that (i) all statements, information and representations provided by the Directors and the Management; and (ii) the information referred to in the Circular, for which they are solely responsible, were true and accurate at the time when they were provided and continued to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, intention and expectation made by the Directors in the Circular were reasonably made after due enquiry and careful consideration.

The Company confirmed that they have, at our request, provided us with all currently available information and documents which are available under present circumstances to enable us to reach an informed view. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the representations and opinions expressed by the Company, its advisers, the Directors and/or the Management. We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the Directors and the Management, nor have we conducted any form of in-depth investigation into the business and affairs or the future prospects of the Company, B&T Entities and each of their respective subsidiaries or associates.

37 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background Information

1.1 Information of the Group

Set out below are the summarised financial information of the Group for the three years ended December 31, 2022, 2023 and 2024 ("FY2022", "FY2023" and "FY2024", respectively), as extracted from the Prospectus and the 2024 ARA of the Company:

	For the year ended December 31,
	2022	2023	2024
	RMB'000	RMB'000	RMB'000
	(audited)	(audited)	(audited)
Revenue	1,328,264	1,585,357	1,859,002
- Retail core service cloud	880,502	1,298,730	1,809,508
- E-commerce service cloud	447,487	300,006	4,279
- Others	275	(13,379)	45,215
Loss for the year from continuing operations	(900,024)	(748,987)	(2,453,410)

The revenue of the Group was approximately RMB1,585.4 million for FY2023, representing an increase of approximately RMB257.1 million or 19.4% as compared to approximately RMB1,328.3 million for FY2022, whereas the loss for the year from continuing operations was approximately RMB749.0 million for FY2023, representing a decrease of approximately RMB151.0 million or 16.8% as compared to approximately RMB900.0 million for FY2022. Such increase in revenue for FY2023 was mainly attributable to increase in the revenue from retail core service cloud solutions as a result of the Group's continuous business expansion of operating system and AIoT solutions, and was partially offset by decrease in revenues from e-commerce service cloud solutions. The decrease in loss for the year from continuing operations for FY2023 was primarily attributable to (i) the aforementioned increase in revenue; (ii) the decrease in selling and marketing expenses; and (iii) the decrease in research and development expenses.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The revenue of the Group was approximately RMB1,859.0 million for FY2024, representing an increase of approximately RMB273.6 million or 17.3% as compared to approximately RMB1,585.4 million for FY2023, whereas the loss for the year from continuing operations was approximately RMB2,453.4 million for FY2024, representing an increase of approximately RMB1,704.4 million or 227.6% as compared to approximately RMB749.0 million for FY2023. Such increase in revenue for FY2024 was mainly attributable to the increases in revenue from retail core service cloud solutions as a result of continuous business expansion of operating system and AIoT solutions. The increase in loss for the year from continuing operations for FY2024 was primarily attributable to the negative fair value change of convertible redeemable preferred shares.

As at December 31,

| | 2022
RMB'000
(audited) | 2023
RMB'000
(audited) | 2024
RMB'000
(audited) |
| --- | --- | --- | --- |
| Total assets | 1,307,164 | 1,377,772 | 1,659,186 |
| – Cash and cash equivalents | 533,054 | 533,171 | 801,046 |
| Total liabilities | 7,384,531 | 8,142,896 | 1,018,157 |
| – Convertible redeemable preferred shares | 6,378,735 | 6,965,493 | – |
| Total equity/(deficit) | (6,077,367) | (6,765,124) | 641,029 |

The Group’s total assets increased by approximately RMB70.6 million or 5.4% from approximately RMB1,307.2 million as at December 31, 2022 to approximately RMB1,377.8 million as at December 31, 2023, while the Group’s total liabilities increased by approximately RMB758.4 million or 10.3% from approximately RMB7,384.5 million as at December 31, 2022 to approximately RMB8,142.9 million as at December 31, 2023. Such increase in total assets was mainly attributable to the increase in other financial assets. The increase in total liabilities was mainly attributable to the increase in (i) convertible redeemable preferred shares; and (ii) bank loans and other borrowings. The Group’s total deficit increased from approximately RMB6,077.4 million as at December 31, 2022 to approximately RMB6,765.1 million as at December 31, 2023, representing an increase of approximately RMB687.8 million or 11.3%. The increase in total deficit was mainly attributable to (i) loss for the year for FY2023 of approximately RMB655.4 million; and (ii) other comprehensive loss of approximately RMB107.7 million, representing exchange difference on translation of financial statements.

The Group’s total assets increased by approximately RMB281.4 million or 20.4% from approximately RMB1,377.8 million as at December 31, 2023 to approximately RMB1,659.2 million as at December 31, 2024, while the Group’s total liabilities decreased by approximately RMB7,124.7 million or 87.5% from approximately RMB8,142.9 million as at December 31, 2023 to approximately RMB1,018.2 million as at December 31, 2024. Such increase in total assets was mainly attributable to the increase in cash and cash equivalents. The decrease in total liabilities was mainly attributable to the decrease in convertible redeemable preferred shares, which mainly due to the automatic conversion into ordinary shares after the Group’s initial public offering. The

39 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Group’s financial position transformed from a total deficit of approximately RMB6,765.1 million as at December 31, 2023 to a total equity approximately RMB641.0 million as at December 31, 2024. Such transformation of the Group’s financial position was also mainly attributable to the decrease in convertible redeemable preferred shares.

1.2 Information of the Dmall (Shenzhen) Digital

1.3 Information of Beijing Wumart

1.4 Information of Dmall Zhilian

Dmall Zhilian is an 80% owned subsidiary of the Company. 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.

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”). The target customers of the AIoT Solutions provided by Dmall Zhilian primarily consist of regional or local leading enterprises in industries such as wholesale, retail and department stores. Dmall Zhilian is used by the Company to carry out procurement and sales activities in connection with the Group’s AIoT business.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

1.5 Information of Shanghai B&T and B&T Entities

Shanghai B&T is the holding company of the entities that manage and operate stores bearing the brand of B&T (百安居) in the PRC (collectively, the “B&T Entities”). B&T Entities are subsidiaries of Wumei Technology, a company which is ultimately owned by Dr. Zhang and Beijing Muhong Management Consulting Co., Ltd. as to approximately 97.02% and 2.98%, respectively. For further details of Beijing Muhong Management Consulting Co., Ltd., please refer to the section headed “Beijing Wumart” in the Letter from the Board.

2. Equity Transfer Agreement

2.1 Reasons for and benefits of the Equity Transfer Agreement

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. For details of the key AIoT solutions of the Group, please refer to the section headed “Revision of the Existing Annual Caps for Continuing Connected Transactions under the B&T Framework Agreement” in the Letter from the Board.

Set out below are the unaudited consolidated financial information of Dmall Zhilian for the two years ended 31 December 2024 as extracted from the Management Accounts:

	For the year ended/As at 31 December
	2023	2024
	RMB’000	RMB’000
	(unaudited)	(unaudited)
Revenue	477,060	651,917
Net profit/(loss) (after tax)	(31,025)	3,266
Total assets	161,764	207,597
- Cash and cash equivalents	15,282	52,790
- Accounts receivables	22,173	39,824
- Other receivables	86,300	84,299
Total liabilities	75,821	116,962
- Short-term borrowings	12,755	22,863
- Accounts payables	42,777	53,191
- Other payables	(6,075)	14,410
Net assets	85,943	90,635

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

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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 Company had no plans prior to the listing of its Shares in December 2024 to further acquire Dmall Zhilian. However, it recently came to the Group's attention that the partial ownership of Dmall Zhilian by Beijing Wumart may raise concerns among some potential customers regarding the potential access to operational information by Beijing Wumart, given its status as an industry counterpart. The Equity Transfer is intended 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, and enhance operational efficiency and reduce management cost. Additionally, as Dmall Zhilian is a connected party to the Group, the Equity Transfer will reduce the administrative work and cost in associated with the connected transactions between Dmall Zhilian and the Group.

Based on our review of the Prospectus, the Company expects to design and implement new AIoT Solutions to create new streams of revenue, including intelligent merchandise replenishment solutions, intelligent package sorting solutions, intelligent cashier solutions, intelligent cleaning solutions and intelligent delivery solutions. Through leveraging the existing synergies between Dmall Zhilian and the Group, such as the implementation of cross-selling strategies through serving existing Dmall OS customers by delivering new AIoT solutions that inject greater efficiency to a customer's retail locations, and considering the operational efficiency will be enhanced upon Completion of the Equity Transfer, the Equity Transfer would enable the Company to swiftly implement its strategic initiatives mentioned above and develop its AIoT Solutions business. In addition, the Equity Transfer allows the Company to further expand its independent customer base as well as establish strategic cooperation with new customers through leveraging its successful lighthouse partnership with major retailer while the Equity Transfer also allows the Company to address the concerns among some potential customers regarding the potential access to operational information by Beijing Wumart given its status as an industry counterpart, thereby enabling Dmall Zhilian to participate in the public tendering and bidding process organised by other retailers considering it will fulfill certain prequalification criteria such as not being directly held by the customer's counterpart, and establish new relationships with independent customers.

As stated above, Dmall Zhilian recorded revenue of approximately RMB651.9 million for FY2024, representing a substantial increase of approximately RMB174.9 million or $36.7\%$ as compared to approximately RMB477.1 million for FY2023, indicating the growth prospects of its AIoT Solutions business. The increase in revenue was mainly attributable to the increase in income from key AIoT solutions such as intelligent package sorting solutions, intelligent delivery solutions and intelligent cleaning solutions. In addition, Dmall Zhilian achieved a turnaround from loss of approximately RMB31.0 million for FY2023 to profit of approximately RMB3.3 million for FY2024. The turnaround was mainly attributable to (i) the increase in revenue from AIoT business; and (ii) the non-recurring gain of approximately RMB20.18 million from disposal of intellectual property rights to Dmall (Shenzhen) Digital in 2024. Dmall Zhilian's total assets increased by approximately RMB45.8 million or $28.3\%$ from approximately RMB161.8 million as at December 31, 2023 to approximately RMB207.6 million as at December 31, 2024, which was mainly

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attributable to the increase in (i) cash and equivalents; and (ii) account receivables. Meanwhile, Dmall Zhilian’s total liabilities increased by approximately RMB41.1 million or 54.3% from approximately RMB75.8 million as at December 31, 2023 to approximately RMB117.0 million as at December 31, 2024, which was mainly attributable to the increase in (i) other payables, which mainly consist of the purchase of certain intelligent equipment; (ii) account payables; and (iii) short-term borrowings. Dmall Zhilian’s net assets increased by approximately RMB4.7 million or 5.5% from approximately RMB85.9 million as at December 31, 2023 to approximately RMB90.6 million as at December 31, 2024, which was mainly attributable to (i) the turnaround from net loss position for FY2023 to net profit position for FY2024; and (ii) the increase in capital reserves. Based on the above, we are of the view that the business of Dmall Zhilian is still growing and represented an opportunity to increase the revenue stream and profitability of the Company as a whole.

Having considered that the Equity Transfer (i) is expected to expand independent customer base and improve the revenue growth of the Group; (ii) enables the Company to streamline decision-making processes and regulatory reporting procedures, resulting in improvement of operation efficiency and cost savings in relation to the continuing connected transactions under Dmall Zhilian Framework Agreement; and (iii) aligns with the Group’s future development strategy, we are of the view that the Equity Transfer is in the interests of the Company and the Shareholders as a whole.

2.2 Principal terms of the 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 million in cash to Beijing Wumart as the Consideration. The Consideration will be financed by the internal resources of the Group and will not utilize any proceeds raised from the Company’s listing on the Main Board of the Stock Exchange.

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

For further details of the principal terms of the Equity Transfer Agreement including but not limited to, the effectiveness of the Equity Transfer Agreement and valuation, please refer to the section headed “Equity Transfer Agreement” of the Circular.

2.3 Industry Overview

The Company’s Retail Core Service Cloud Solutions, which consists of its proprietary Dmall OS system and AIoT solutions, integrates an array of functionalities that help retailers digitalize and optimize their operation. The ordinary business of Dmall Zhilian is to provide AIoT Solutions, which is in connection with the Group’s AIoT business. To assess the prospect of the AIoT solutions business, we have obtained and reviewed the market research report titled “Retail Cloud Solution Industry in China Independent Market Research” published by Frost & Sullivan¹, the Company’s industry consultant (the “Market Research Report”) in October 2024 and note that, AIoT Solutions help retailers build digitally integrated retail locations that consolidate offline data to achieve more efficient store management. Favorable policies, well-established cloud infrastructure and growing digitalization demands will be key growth catalysts for the retail cloud solution industry considering China have implemented regulations and policies that significantly promote the development of the Internet and data intelligence sectors. China, being the largest market for retail cloud solutions in Asia, has seen its competitive landscape enhanced through initiatives like the Outline of the 14th Five-Year Plan (2021-2025) for National Economic and Social Development and Vision 2035 of the PRC (《中國國民經濟和社會發展第十四個五年規劃和2035年遠景目標綱要》). These strategic plans emphasize the imperative to embrace the digital era, harness the potential of big data, fortify cyberspace capabilities, and expedite the creation of a digital economy, society, and governance framework. The 14th Five-Year Plan for the Development of Digital Economy (《十四五數字經濟發展規劃》) issued by the State Council of China also requires that the digital transformation of industries be vigorously promoted, by accelerating the digital transformation of enterprises, integrating internal information systems, and forming data-driven intelligent decision-making capabilities. By 2025, the government aims to have the newly added economic output of digital economy account for 10% of China’s gross domestic product. The above governmental policies towards cloud computing technology have spurred the digitization transformation and addressed the intricate management needs of enterprises, which has catalyzed a surge in demand for cloud technology, leading to significant service expansions by cloud companies to cater to Chinese consumers and businesses. According to Frost & Sullivan, in terms of gross merchandise volume (the total value of merchandise sold in a given period, regardless of whether the goods are settled or returned), which represents the total transaction volume facilitated by local

¹ As advised by the Management, Frost & Sullivan is independent to the Company and its connected person.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

retail cloud solution providers in the local retail industry, the market size of the retail cloud solution industry in China increased from RMB186.5 billion in 2018 to RMB856.7 billion in 2023, being the latest annual statistics available as of the date of Market Research Report, at a CAGR of 35.7%. The market size is expected to grow at a CAGR of 26.9% in the period from 2024 to 2028, reaching RMB2,800.1 billion by 2028.

In light of the foregoing, we are of the view that the expected increase in demand for cloud technology as driven by favorable government policy and initiatives will be advantageous to the future development of the AIoT solutions business of Dmall Zhilian.

2.4 Basis of the Consideration and our assessment on the Consideration

As disclosed in the Letter from the Board, the Consideration of approximately RMB47 million in cash was arrived at after arm's length negotiations between Dmall (Shenzhen) Digital and Beijing Wumart and was determined with reference to the Valuation Report conducted by the Independent Valuer as at the Valuation Benchmark Date. We note that the Consideration represents approximately 5.9% of the Company's cash and cash equivalents for FY2024.

To assess the fairness and reasonableness of the Consideration, we have obtained the Valuation Report prepared by the Independent Valuer and noted that the market value of the Target Equity Interest amounted to approximately RMB47,030,974 as at the Valuation Benchmark Date (the "Valuation"), details of which are set out in the Circular.

Independent Valuer

As part of our due diligence, we have enquired the Independent Valuer with particular attention to (i) Independent Valuer's engagement letter with the Company; (ii) Independent Valuer's qualification and experience; and (iii) the steps and due diligence measures taken by the Independent Valuer in preparing the Valuation Report. Based on our review of the engagement letter entered into between the Company and the Independent Valuer, we are satisfied that the terms and scope of the engagement between the Company and the Independent Valuer are appropriate to the opinion the Independent Valuer is required to give. The Independent Valuer confirmed that it is independent from the Company and its connected parties. Based on our research and our review of the Independent Valuer's qualifications, we understand that the Independent Valuer is a long-established professional valuation firm and possesses the relevant professional qualifications and experience required to perform the Valuation. We note that each team member obtained the necessary professional valuation credentials and has prior experience in equity valuation. Based on the above, we consider that the Independent Valuer is qualified and possesses relevant experience in conducting the Valuation.

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Valuation Report

We noted from the Valuation Report that such report is conducted in accordance with the International Valuation Standards, which, according to our research, is the generally accepted valuation standards under the Listing Rules and is issued by International Valuation Standards Council (“IVSC”), an independent global standard setter for the valuation profession. The Independent Valuer has considered three generally accepted approaches, namely, market approach, cost approach and income approach. The Independent Valuer considers that (i) the cost approach is inappropriate as it does not directly incorporate information about the economic benefits contributed by subject assets; and (ii) the income approach is considered inappropriate as cash flow projections rely on numerous assumptions to which the valuation is highly sensitive over a long-time horizon, including but not limited to projected revenue growth rate, cost of revenue, operating expenses, working capital and capital expenditure etc., and presents a single scenario only. In light of the above and considering the market approach is based on more up-to-date public market information, which reflects the latest market sentiment for investing in listed companies comparable to Dmall Zhilian, we consider that the adoption of market approach is appropriate for the Valuation.

We further reviewed and enquired into the Independent Valuer on the methodologies, basis and assumptions adopted in the Valuation of Dmall Zhilian in the Valuation Report, including but not limited to the selection criteria of comparable companies and the adoption of benchmark multiples, and based our discussion with the Independent Valuer and our review of the calculation model, we did not identify any major factor which caused us to doubt the fairness and reasonableness of the methodology, assumptions and parameters adopted in the Valuation Report.

We have reviewed the list of comparable companies of Dmall Zhilian (including Zhilian Wuhan) identified by the Independent Valuer based on the following selection criteria: (i) Hong Kong-listed companies that are searchable in Wind; and (ii) main business is IoT/solutions, with this segment contributes more than 50% of their total revenue. Based on our review of Dmall Zhilian (including Zhilian Wuhan)'s business profile, we concur with the Independent Valuer that (i) the business nature of the comparable companies is comparable to that of Dmall Zhilian (including Zhilian Wuhan); and (ii) the threshold of 50% was set such that the comparable companies to ensure that IoT/solutions business accounts for a majority of a comparable company's business. We also cross-checked the key inputs used in the Valuation and the calculation process to derive at the Valuation. In particular, we have obtained and reviewed the historical financial information of Dmall Zhilian (including Zhilian Wuhan), and confirmed such information is in line with the financial inputs applied in the Valuation.

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With reference to the Valuation Report, we note that the value of equity interests in Xianmei contributes only approximately 2% of the 100% equity value of Dmall Zhilian, which is calculated with reference to the valuation of 55% equity value of Xianmei as a percentage of the valuation of 100% equity value in Dmall Zhilian as set out in the Valuation Report. We have reviewed the list of comparable companies of Xianmei identified by the Independent Valuer based on the following selection criteria: (i) Hong Kong-listed companies that are searchable in Wind; and (ii) main business is cleaning service, with this segment contributes more than 50% of their total revenue. Based on our review of Xianmei’s business profile, we concur with the Independent Valuer that (i) the business nature of the comparable companies is comparable to that of Xianmei; and (ii) the threshold of 50% was set such that the comparable companies to ensure that cleaning service accounts for a majority of a comparable company’s business. We also cross-checked the key inputs used in the Valuation and the calculation process to derive at the Valuation. In particular, we have obtained and reviewed the historical financial information of Xianmei, and confirmed such information is in line with the financial inputs applied in the Valuation.

Based on our review of the Valuation Report, the Independent Valuer has considered five commonly used benchmark multiples, i.e. the price-to-earnings (“P/E”) multiple, price-to-book (“P/B”) multiple, price-to-sales (“P/S”) multiple, enterprise value-to-EBITDA (“EV/EBITDA”) multiple and the enterprise value-to-sales (“EV/S”) multiple. The Independent Valuer has adopted EV/S multiple in the Valuation as it is commonly used to value early-stage or loss-making companies. Given that (i) Dmall Zhilian had non-recurring gain of approximately RMB20.18 million from disposal of intellectual property rights to Dmall (Shenzhen) Digital in 2024 and when excluding such non-recurring gain, Dmall Zhilian will remain to be a loss-making company and has negative EBITDA, hence the P/E multiple and EV/EBITDA multiple are not considered indicative of its profitability under normal operating performance; (ii) book value captures only the tangible assets of a company while Dmall Zhilian does not hold significant property, plant and equipment or other long-term tangible assets, which represent approximately 7.4% of the total assets as at December 31, 2024. Its main assets include cash and cash equivalents, account receivables and other receivables, which represent approximately 85.2% of the total assets as at December 31, 2024, indicating its business nature is services-oriented instead of asset-oriented. Accordingly, the price-to-book multiple fails to capture the value of Dmall Zhilian’s intangible assets such as its company-specific competencies and advantages being a provider of AIoT Solutions, which relies more on its technology knowhow, and hence the P/B multiple is not appropriate; (iii) the P/S multiple does not account for relevant costs which are critical to the operations of Dmall Zhilian such as R&D expenses etc., which represent approximately 11% of the total revenue of Dmall Zhilian, thereby fails to demonstrate its true earning power. As such, the P/S multiple is not appropriate; and (iv) given EV/S multiple takes into account Dmall Zhilian’s debt load, which accounts for approximately 20% of its total liabilities, and considering Dmall Zhilian has stable revenue for the last two years, we concur with the Independent Valuer that the adoption of EV/S multiple is appropriate.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

To calculate the market value of Dmall Zhilian, the Independent Valuer applied a discount for lack of marketability (the "DLOM") of 15.6%. As advised by the Independent Valuer, DLOM is applied to reflect the differences in the ability to convert business interest into cash quickly with minimum transaction and administrative costs and with a high degree of certainty as to the amount of net proceeds and the adjustment of DLOM is fully in line with the relevant valuation and market standards for appraising equity interests. Given (i) Dmall Zhilian is a private company; (ii) we have independently verified the parameter quoted from the "2024 edition of the Stout Restricted Stock Study Companion Guide issued by Stout Risius Ross, LLC.", which is commonly referred to by the market as source of reference based on our independent research on the valuation reports contained in the announcements or circulars published on the website of Stock Exchange since January 1, 2025 in relation to the valuation of privately held companies for the purpose of acquisition using market approach, and note that the DLOM of 15.6%, being the median discount arrived after examining 779 private placement transactions of unregistered common stock issued by publicly traded companies from July 1980 through March 2024, is correctly adopted; and (iii) as discussed with the Independent Valuer, we understand that median is considered less influenced by biases towards large and small values than average. Taking into consideration of the sample sizes, we concur with the Independent Valuer that the median discount is a better representation than the average discount, we consider the DLOM of 15.6% is appropriate.

To further assess the fairness and the reasonableness of the Consideration and for cross-check purposes, we have conducted independent valuation and adopted the P/S multiple and EV/S multiple as the benchmark multiples considering (i) they are generally accepted valuation multiples in arriving the equity value of a company; (ii) Dmall Zhilian's revenue is steadily increasing in the latest two consecutive years and EV/S also takes into account Dmall Zhilian's fluctuating profitability and different capital structure; (iii) P/E multiple and EV/EBITDA multiple are not adopted as Dmall Zhilian and will remain to be a loss-making company after excluding the non-recurring gain of approximately RMB20.18 million in 2024 despite it recorded positive nets profits and EBITDA for FY2024, and hence the P/E multiple and EV/EBITDA multiple are not considered indicative of its stable profitability under normal operating performance; and (iv) P/B multiple is not adopted as it is common for asset intensive industries, which is not the case for Dmall Zhilian considering property, plants and equipment only accounts for less than 10% of the total assets of Dmall Zhilian. In addition, book value captures only the tangible assets of a company while Dmall Zhilian does not hold significant property, plant and equipment or other long-term tangible assets, which represent approximately 7.4% of the total assets as at December 31, 2024. Its main assets include cash and cash equivalents, account receivables and other receivables, which represent approximately 85.2% of the total assets as at December 31, 2024, indicating its business nature is services-oriented instead of asset-oriented. Accordingly, the price-to-book multiple fails to capture the value of Dmall Zhilian's intangible assets such as its company-specific competencies and advantages being a provider of AIoT Solutions, which relies more on its technology knowhow. As advised by the Company, Dmall Zhilian did not record any goodwill on its balance sheet as of December 31, 2024. We have conducted a comparable

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analysis through identifying listed companies (i) whose shares are listed on the main board of Stock Exchange with market capitalisation less than RMB500 million and revenue less than RMB1,000 million, which are comparable scales to the implied market value of Dmall Zhilian of approximately RMB235.0 million as deduced from the Consideration for 20% equity interest of Dmall Zhilian of approximately RMB47 million and revenue of Dmall Zhilian of approximate RMB651.9 million for FY2024; (ii) whose operations are mainly conducted in the PRC; and (iii) classified as the information technology industry in the Hang Seng Industry Classification System and engaged in the business of IoT solutions given (i) revenue generated from cleaning business accounted for only approximately 21% of the total revenue of Dmall Zhilian for FY2024; and (ii) as the ordinary business of Dmall Zhilian is to provide AIoT Solutions, we consider the cleaning business may not accurately represent Dmall Zhilian's primary market positioning from the standpoint of general investors and therefore may not contribute much to its fair value. In addition, the value for the equity interests in Xianmei is immaterial to the 100% equity value of Dmall Zhilian as mentioned above and we did not identify any major factor which caused us to doubt the fairness and reasonableness of the methodology, assumptions and parameters adopted in the Valuation Report. We have identified, on a best effort basis, an exhaustive list of 5 comparable companies ("Dmall Zhilian Comparable Companies") from Wind Financial Terminal, being an independent reputable source of reference, which forms a representative sample to provide us with the recent market sentiment on valuation of the companies with similar business nature as Dmall Zhilian.

Stock code	Company name	Market		Net Profits/		P/S² (times)	EV/S³ (times)
		Capitalisation¹ (RMB million)	Revenue (RMB million)	EV (RMB million)	(Loss) (RMB million)
0465.HK	Futong Technology Development Holdings Limited	77.8	150.5	(124.0)	(70.9)	0.52	N/A
9600.HK	Newlink Technology Inc.	362.7	278.8	34.5	(93.0)	1.30	0.12
1933.HK	Oneforce Holdings Limited	73.3	490.6	170.1	8.4	0.15	0.35
1037.HK	Maxnerva Technology Services Limited	165.7	558.9	(20.6)	(12.4)	0.30	N/A
2501.HK	Maiyue Technology Limited	402.8	274.7	584.7	0.1	1.47	2.13
	Min					0.15	0.12
	Median					0.52	0.35
	Average					0.75	0.87
	Max					1.47	2.13
	Dmall Zhilian⁴	235.0	651.9	205.1⁵	3.3	0.36	0.31

Source: Wind Financial Terminal

Notes:

Market capitalisation as at December 31, 2024 with exchange rates of HK$1 to RMB0.9260 as extracted from Wind Financial Terminal.
The P/S multiples of Comparable Companies are calculated based on their respective market capitalisation as at December 31, 2024 and revenue for FY2024.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The EV/S multiples of Comparable Companies are calculated based on enterprise value as at December 31, 2024, which is calculated based on the sum of their respective market capitalisation and interest-bearing borrowings, minus cash and cash equivalents as at December 31, 2024, and their respective revenue for FY2024.
The implied P/S and EV/S multiples of Dmall Zhilian are calculated based on the implied 100% equity value of Dmall Zhilian of approximately RMB235.0 million as deduced from the Consideration for 20% equity interest of Dmall Zhilian of approximately RMB47 million, its revenue for FY2024 of approximately RMB651.9 million, and enterprise value of approximately RMB205.1 million as at December 31, 2024.
The EV of Dmall Zhilian is calculated based on the sum of the implied 100% equity value of Dmall Zhilian of approximately RMB235.0 million as deduced from the Consideration for 20% equity interest of Dmall Zhilian of approximately RMB47 million and its short-term borrowings of approximately RMB22.9 million, minus cash and cash equivalents of approximately RMB52.8 million as at December 31, 2024.

As shown in table above, (i) the P/S multiple of the Dmall Zhilian Comparable Companies ranged from approximately 0.15 times to 1.47 times, with a median and average of approximately 0.52 times and 0.75 times, respectively; and (ii) the EV/S multiple of the Dmall Zhilian Comparable Companies ranged from approximately 0.12 times to 2.13 times, with a median and average of approximately 0.35 times and 0.87 times, respectively. As there are insufficient number of EV/S multiples of the Dmall Zhilian Comparable Companies for a proper evaluation, we mainly cross-checked the Consideration by reference to the P/S multiples of the Dmall Zhilian Comparable Companies.

As (i) the implied P/S multiple of Dmall Zhilian falls within the lower range of those of the Dmall Zhilian Comparable Companies, which suggests the Consideration of Dmall Zhilian is lower than the fair value of its comparable companies in the market and is therefore more favorable to the Company; and (ii) the Consideration represents a discount of approximately 0.1% to the market value of the Target Equity Interest under the Valuation Report, we consider the Consideration is fair and reasonable as far as the Independent Shareholders are concerned.

Taking into account the above work and steps we have conducted in relation to the relevant Valuation Report, including but not limited to (i) interviewing the Independent Valuer as to its expertise and its independence; (ii) reviewing the terms of engagement of the Independent Valuer and assessing the appropriateness of its scope of work; (iii) review and assessment on the reasonableness of the valuation methodologies, basis and assumptions being adopted in the Valuation Report; (iv) reviewing the management accounts of Dmall Zhilian; (v) cross-checking of the Valuation and Consideration through our independent research; and (vi) the Consideration is at a discount to the market value of the Target Equity Interest, we consider the Consideration is fair and reasonable.

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3. Proposed Revised Annual Caps

3.1 Reasons for and benefits of the Proposed Revised Annual Caps

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 the report issued by Frost & Sullivan for the purpose of the listing of the Company on the Stock Exchange, the Group is the natural choice for its connected persons (being among the top retailers in their respective markets with thousands of malls and stores across China and owning a wide array of well-known brands and trademarks in China as disclosed in the sections headed “Connected Transactions” and “Relationship with the Controlling Shareholders” in the Prospectus), including B&T Entities, for acquiring retail digitalization solutions. As detailed in the Prospectus, the Group started providing services to its connected persons in 2015. 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.

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 to 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 under the B&T Framework Agreement.

We have reviewed relevant disclosures in the Prospectus and note that Dr. Zhang, being the Company’s founder, senior advisor and controlling shareholder, is also the controlling shareholder of Wumei Technology Group, Inc., the holding company of Wumei Group. The Company has a close business relationship and has engaged in substantial business transactions with Wumei Group, which is the largest customer of the Group and a leading retailer in China. Revenue from providing different services to Wumei Group amounted to RMB561.6 million, RMB821.0 million and RMB1,050.7 million, respectively, for the years ended December 31, 2022, 2023 and 2024, representing 42.3%, 51.8% and 56.5% of the Company’s revenue, respectively. The Proposed Revised Annual Caps will facilitate the Group to satisfy the increasing demand from B&T Entities while broadening the Group’s revenue through increased business cooperation with B&T Entities, which is beneficial to the Company considering it has been loss-making and remaining in a net deficit position for the past three financial years.

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Based on our review of the business cooperation between the Company and Wumei Group, including B&T Entities, the Company implemented its cloud solutions in Wumei Group’s nationwide store network and its functionalities through Wumei Group’s complex operation. Given the substantial business cooperation with Wumei Group, the Company has accumulated deep understanding of Wumei Group’s operations and has provided transformative solutions based on such understanding to Wumei Group regarding various aspects of their operations. These solutions include developing mobile applications and mini-programs, designing and enhancing marketing and promotional campaigns and efforts, optimizing merchandise selection and display, and otherwise improving digitalized operational capabilities in terms of store operations (including payment), supply chain (including coordination between retailers and their suppliers), and consumer interaction and traffic, among others. The Proposed Revised Annual Caps under the B&T Framework Agreement would provide more flexibility for the Group to continue its existing arrangements. In addition, the collaborations with a major retailer like Wumei Group has become one of the Company’s lighthouse examples, which has helped the Company build a strong market reputation and enhance its market recognition, thus further expanding its independent customer base.

In view of the above, we concur with the Company that the Retail Core Service Cloud Solutions provided by the Group to B&T Entities is part of the Group’s ordinary and usual course of business, which not only helps improve the Group’s revenue performance and financial position but also facilitates the overall operations and growth of the Groups’ business.

3.2 Pricing policy and our assessment

As set out in the Letter from the Board, the provision of integrated marketing solutions falls within the original scope of Retail Core Service Cloud Solutions to be provided under the B&T Framework Agreement. As such, there is no material change in terms under the B&T Framework Agreement, and the terms of the existing B&T Framework Agreement do not require revision.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(f) Where a module on the operating system or a type of AIoT solutions, due to the unique nature of the functionality or service involved, would require pricing methods other than the take rate fee structure or subscription fee structure, the pricing method and pricing terms shall be determined through arm’s length negotiations between the parties to reflect the commercial reality, and shall take into account factors such as (to the extent relevant in each case): the costs in developing the relevant module or solutions, the labor and other costs required for providing such services, the scope and estimated volume of services to be provided, market pricing for similar services made available by or to independent third parties. In any event, the Group will only agree to the pricing methods and pricing terms if (i) the terms and conditions are fair and reasonable and based on normal or no less favorable commercial terms as compared to the provision of similar modules or solutions to other customers who are independent third parties; and (ii) they are in the best interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Specifically for the provision of integrated marketing solutions which falls within the original scope of Retail Core Service Cloud Solutions under the B&T Framework Agreement, the Group has adopted the pricing terms under paragraph (f) above. The payment terms for the provision of integrated marketing solutions are summarised as follows: services completed for the previous month and the fees therefor shall be submitted via email, which shall be reviewed and approved within 3 business days upon receipt, upon the expiry of which shall be deemed as confirmation of no comment. An invoice shall then be issued and payment shall be made to a designated bank account within 5 business days after the expiry of 30 days from the date of the invoice. To ensure that the transactions contemplated under the B&T Framework Agreement are on normal commercial terms and do not exceed the Proposed Revised Annual Caps, the Company’s finance department maintains a database to record and monitor the aggregate transaction amounts under the continuing connected transactions from time to time to ensure that the Group has sufficient annual caps for carrying out relevant continuing connected transactions. The Company also compares the quotations of similar services provided to independent third party customers (such as one or multiple customers, depending on the number of appropriate and comparable customers available) from time to time.

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. The pricing and other terms in a specific service agreement under the B&T Framework Agreement will be determined based on arm’s length negotiation, and the Group will only enter into such a specific service agreement if (i) the terms and conditions are fair and reasonable and based on normal or no less favourable commercial terms as compared to the Group’s provision of similar Retail Core Service Cloud Solutions to other customers who are independent third parties; and (ii) it is in the best interests of the Company and the Shareholders as a whole. Prior to any specific service agreement is entered into, the Group’s legal department will review the legal terms of the agreement and the Group’s finance department will review the pricing terms of the agreement, in order to ensure the terms of such agreement are consistent with and no less favourable to the Group than the terms on which the Group provides similar Retail Core Service Cloud Solutions to independent customers.

For our due diligence purposes, we have obtained and reviewed two randomly selected service contracts entered into by the Group with B&T Entities under the B&T Framework Agreement and with independent third parties during FY2023 and FY2024 and compared the key terms in such contracts and note that the commercial terms in the contracts between the Group and B&T Entities are normal or not less favourable to the Group than those between the Group and the independent third parties. In addition, we have obtained the pricing terms provided by the Company to B&T Entities and an independent third party in relation to the integrated marketing solutions and note that, the pricing terms provided by the Company to B&T Entities are not less favourable than those between the Group and the independent third party.

Based on the above, we are of the view that the pricing terms of the B&T Framework Agreement are fair and reasonable so far as the Independent Shareholders are concerned.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3.3 Historical Amount, Existing and Proposed Revised Annual Caps

The following table sets forth (i) the historical transaction amounts during FY2024 and up to the Latest Practicable Date; (ii) the Existing Annual Caps for each of the three years ended/ending December 31, 2026; and (iii) the Proposed Revised Annual Caps for each of the two years ending December 31, 2026.

| RMB Million
(except for utilisation rates) | Existing Annual Caps
for the years
ended/ending December 31, | | | Proposed Revised
Annual Caps for the years
ending December 31, | |
| --- | --- | --- | --- | --- | --- |
| | 2024 | 2025 | 2026 | 2025 | 2026 |
| Annual Caps | 10.0 | 11.5 | 12.8 | 100.0 | 130.0 |
| Historical Amounts | 9.2 | 4.7Note 1 | - | - | - |
| Utilisation Rates | 92% | 41%Note 2 | - | - | - |

Note:
1. Unaudited, being the actual transaction amount for the period from January 1, 2025 to March 31, 2025. The Company confirms that the actual amount prior to the approval of the above Proposed Revised Annual Caps on the date of the 2025 AGM will not exceed the existing annual cap for the year ending December 31, 2025 of the transactions under the B&T Framework Agreement.
2. The utilisation rate for the year ending December 31, 2025 is computed based on the historical amounts for the period from January 1, 2025 to March 31, 2025.

3.4 Basis of determination of the Proposed Revised Annual Caps and our assessments

As set out in the Letter from the Board, 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 under the B&T Framework Agreement are determined with reference to:

(a) the historical transaction amounts;
(b) the existing agreements (including the existing pricing terms therein) between the Group and B&T Entities;
(c) the average rebate rate offered to customers by the Company of 0.5% to 11% in relation to the provision of integrated marketing solutions, which is determined with reference to the rebate rate offered to the Company by third-party media channels and platforms; and

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(d) 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. These solutions encompass digital marketing planning services for media channel digital platforms, media placement, short video content marketing and conversion consulting. 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 will be approximately RMB88.5 million. This projection is based on an analysis of the historical advertising scale and the business expansion plan of B&T Entities for 2025, obtained through communication with the B&T Entities regarding their historical budget scale and marketing plans to assess the overall business volume for the year. The transaction amount is expected to further increase by approximately 30% for the year ending December 31, 2026 because B&T Entities have indicated a strong demand for future collaboration with the Group due to their business development needs. This projected increase is based on B&T Entities' expectations for future business expansion, with a greater demand and exposure on advertising platforms anticipated in 2026.

In assessing the fairness and reasonableness of the Proposed Revised Annual Caps, we have obtained the basis of determining the Proposed Revised Annual Caps and discussed with the Management regarding the underlying assumptions. For our due diligence purposes and based on our discussion with the Management, we note that:

(i) it is anticipated that the provision of integrated marketing solutions to B&T Entities will commence in mid-2025, which takes into accounts the schedule of AGM for approving the Proposed Revised Annual Caps. Leveraging on the Group's expertise as a leading retail digitalisation solution provider with rich resources and network with different social media in the PRC, the provision of integrated marketing solutions to B&T Entities is expected to bring in additional revenue to the Group;

(ii) we note from the Prospectus that, B&T Entities mainly operate its business under the brands B&T (百安居), a home decor and building materials retailer. Based on our discussion with the Management, the Group will provide integrated marketing solutions to B&T Entities to market their home decor and building material products. Revenue is generated by providing customised marketing solutions such as planning, placing and producing online advertisements or online short videos on designated social media platforms (i.e. Tencent, RedNote, Douyin and Kuaishou, etc.) and is recognized on a gross basis. As disclosed in the letter from the Board, 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. We have reviewed the basis of determining the Proposed Revised Annual Caps and understand that such amounts are projected based on the predetermined advertising budgets, which were obtained through communication with the B&T Entities regarding their historical budget scale and marketing plans to assess the overall business volume for the year, and excluding the rebates offering to B&T

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Entities for the year ending December 31, 2025. We have obtained the communication records such as meeting documents which include the estimate demand from B&T Entities in respect of the integrated marketing solutions and note that the Proposed Revised Annual Caps are in line with such estimate demand. As advised by the Company, considering little information regarding the rebate rates were disclosed in similar transaction conducted by other companies, there are practical difficulties in identifying the rebate rates adopted by other companies in the market. For our due diligence purposes, we have, on a best effort basis, conducted a search on companies which (a) listed on the Stock Exchange during the past three years; (b) engaged in similar type of business, i.e. the integrated marketing solutions; and (c) disclosed average rebate rate offered to customers in the prospectus, from Wind database, an independent reputable source of reference, and identified an exhaustive list of four comparable companies (the "Comparable Companies"):

Company Name (Stock Code)	Listing Date	Average Rebate rate offered to customers
Huashi Group Holdings Limited (1111.HK)	2024-05-16	1% to 5%
Marketingforce Management Ltd (2556.HK)	2023-11-10	4.7%
Powerwin Tech Group Limited (2405.HK)	2023-03-31	9.6%
Rego Interactive Co., Ltd (2422.HK)	2022-10-17	1% to 12%
Offered Range		1% to 12%
The Company		0.5% to 11%

Based on our review of the prospectuses of the Comparable Companies, we note that the average rebate rate adopted by the Company in the basis of determining the annual cap for the year ending December 31, 2025 is within the range of those offered by the listed companies to their customers and is therefore in line with the market practice;

(iii) we noted that the Company has adopted an annual growth rate of 30% in determining the annual cap for the year ending December 31, 2026. With reference to the Prospectus and the table set out in the section headed "3.1 Historical Amount, Existing and Proposed Revised Annual Caps" above, we note that there has been a significant increase in historical transaction amounts in respect of the provision of Retail Core Service Cloud Solutions provided by the Group to B&T Entities. The historical transaction amounts in respect of the provision of Retail Core Service Cloud Solutions provided by the Group to B&T Entities were approximately RMB3.7 million and RMB9.2 million for FY2023 and FY2024, respectively, representing a year-on-year growth rate of approximately 149%. In particular, the utilisation rate of the annual cap for the year ended December 31, 2024 was more than 90%. Given (i) the rapid growth in the historical transactions volume with B&T Entities and the high utilisation rate indicate the higher-than-expected demand from B&T Entities for the Company's Retail Core Service Cloud Solutions, even before considering the additional demand for

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

integrated marketing solutions from B&T Entities; and (ii) the annual cap for the year ended December 31, 2025 only represents the half-year demand from B&T Entities, we are of the view that the annual growth rate of approximately 30% in determining the annual cap for the year ending December 31, 2026 is fair and reasonable;

(iv) further to the above, we have reviewed the Market Research Report and note that, with the projected resumption to the growth in Chinese economy, the market size of the local retail industry is expected to grow at a CAGR of 4.2% in the period from 2024 to 2026, reaching RMB15.3 trillion by the end of 2026. In addition, with rapidly changing market dynamics, increasing consumer demand and the competition from new market players, the offline retailers seek digital transformation to stay competitive. Given the rising demands of the local retailers, the digitalization related IT spending is expected to increase at a CAGR of 5.7% from 2024 to 2028. In terms of revenue, the market size of the retail cloud solution industry in China increased from RMB3.4 billion in 2018 to RMB19.0 billion in 2023, at a CAGR of 40.8%. The market size is expected to grow at a CAGR of 28.8% from 2024 to 2028, reaching RMB67.0 billion by 2028. Accordingly, the growth in the local retail industry will be favorable to B&T Entities' home decor and building materials retail business, thus increasing its demand on integrated marketing solutions and facilitating more transactions with the Group in respect of its Retail Core Service Cloud Solutions, which is consistent with the increase in the Proposed Revised Annual Caps from B&T Entities in respect of integrated marketing solutions for the year ending December 31, 2025; and

(v) the Proposed Revised Annual Caps represent the maximum amounts of transactions the Group would enter into with B&T Entities, rather than the obligation of the Group to provide products or services to B&T Entities at that amount and will provide more flexibility to the Group.

In view of the above, we concur with the Management that the Proposed Revised Annual Caps are at an appropriate level after taken into account (i) the significant increase in the historical transaction amounts under the B&T Framework Agreement; and (ii) the expected future growth in demands driven by B&T Entities' demand for integrated marketing solutions, and we are of the view that the Proposed Revised Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned.

3.5 Internal Control

The Company has established a comprehensive internal control system and has formulated a series of internal control measures and procedures in order to ensure the pricing mechanism and the terms of the continuing connected transactions are fair and reasonable and no less favourable to the Company than those available to independent third parties, and in the interest of the Company and its Shareholders as a whole, details of which are included in the section headed "3. Revision of the Existing Annual Caps for Continuing Connected Transactions under the B&T Framework Agreement" in the Letter from the Board. We (i) have reviewed such internal control measures and

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

procedures of the Company as well as obtained and reviewed relevant documentations regarding the authorisations from the Company's legal department and finance department in the internal approval system prior to entering the agreement with connected persons; and (ii) understand from the Management that the Company's finance department prepares a database to record and monitor the aggregate transaction amounts under the continuing connected transactions from time to time and confirms that the Group has sufficient annual caps for carrying out relevant continuing connected transactions, and we are of the view that such internal control measures and procedures are sufficient to ensure that the transactions contemplated under the B&T Framework Agreement are on normal commercial terms and do not exceed the Proposed Revised Annual Caps.

Further to the above, we have obtained and reviewed two randomly selected service contracts entered into by the Group with B&T Entities covering different types of services under the B&T Framework Agreement and with independent third parties covering similar types of services during FY2023 and FY2024 and compared the key terms in such contracts and note that the commercial terms in the contracts between the Group and B&T Entities are not less favourable to the Group than those between the Group and the independent third parties. Based on our review of the abovementioned documents, including but not limited to, records of relevant authorisations from the Company's legal department and finance department and the database to record and monitor the aggregate transaction amounts under the continuing connected transactions and the service contracts entered into by the Group with B&T Entities and independent third parties, we are not aware of any internal control deficiency under the B&T Framework Agreement.

Pursuant to Rules 14A.55 and 14A.56 of the Listing Rules, the independent non-executive Directors and auditor of the Company will conduct annual review and provide confirmations regarding the continuing connected transactions of the Company each year. As advised by the Management, the independent non-executive Directors have reviewed the continuing connected transactions under the B&T Framework Agreement and confirmed that the transactions were entered into in accordance with Rule 14A.55 of the Listing Rules. We have also obtained the independent auditor's assurance report in respect of the disclosed continuing connected transactions of the Company and note that the auditor of the Company has reviewed the continuing connected transactions under the B&T Framework Agreement and provided its confirmations. As confirmed with the Company, the Company will comply with the relevant annual review requirement under the Listing Rules on an on-going basis.

Based on the above, we concur with the Company that the Group has effective internal policies in place to continue to monitor the continuing connected transactions contemplated under the B&T Framework Agreement (including the Proposed Revised Annual Caps), and therefore the interests of the Company and its Shareholders would be safeguarded.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Based on the above, we are of the opinion that (i) the terms of the Equity Transfer Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned, and the transactions contemplated under the Equity Transfer Agreement, though not in the ordinary and usual course of business of the Group, are in the interests of the Company and the Shareholders as a whole; and (ii) the Proposed Revised Annual Caps are in the ordinary and usual course of business of the Group, on normal commercial terms and are fair and reasonable and in the interests of the Company and its Shareholders as a whole having taken into consideration the factors and reasons as stated above and summarised below:

(i) the Equity Transfer enables the Company to streamline decision-making processes and regulatory reporting procedures, resulting in improvement of operation efficiency and cost savings in relation to the professional services costs, including but not limited to advisory fees, legal fees and printing cost under the continuing connected transactions under Dmall Zhilian Framework Agreement between Dmall Zhilian and the Group and is expected to expand independent customer base and improve the revenue growth of the Group;

(ii) the expected increase in demand for cloud technology as driven by favorable government policy and initiatives will be advantageous to the future development of the AIoT solutions business of Dmall Zhilian;

(iii) the Consideration is fair and reasonable based on our assessments detailed in the section headed "2.4 Basis of the Consideration and our assessment on the Consideration";

(iv) the Retail Core Service Cloud Solutions provided by the Group to B&T Entities is part of the Group's ordinary and usual course of business, which not only helps improve the Group's revenue performance and financial position but also facilitates the overall operations and growth of the Groups' business;

(v) the terms and conditions are fair and reasonable and based on normal or no less favourable commercial terms as compared to the Group's provision of similar Retail Core Service Cloud Solutions to other customers who are independent third parties;

(vi) the Proposed Revised Annual Caps are at an appropriate level after taken into account the significant increase in the historical transaction amounts under the B&T Framework Agreement and the expected future growth in demands driven by B&T Entities' demand for integrated marketing solutions; and

(vii) the Company has effective internal control policies in place to continue to monitor the Continuing Connected Transactions under the B&T Framework Agreement.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Accordingly, we advise the Independent Board Committee to recommend and we also recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the 2025 AGM to approve the Equity Transfer Agreement and the transactions contemplated thereunder and the Proposed Revised Annual Caps.

Yours faithfully,

For and on behalf of

Maxa Capital Limited

Michael Fok

Managing Director

Mr. Michael Fok is a licensed person registered with the Securities and Futures Commission of Hong Kong and a responsible officer of Maxa Capital Limited to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and has over 24 years of experience in the corporate finance industry.

61 -

APPENDIX I

EXPLANATORY STATEMENT

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the total number of issued Shares was 899,632,733, with no treasury Shares. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to repurchase a maximum of 89,963,273 Shares which represent 10% of the number of issued Shares (excluding treasury Shares) during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the date upon which the passing of an ordinary resolution by the Shareholders in general meeting of the Company revoking or varying such authority.

REASONS FOR AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase its Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

Repurchases of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the British Virgin Islands. The Company may not repurchase the Shares on the Stock Exchange for consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. The Articles of Association and the laws of the British Virgin Islands provide that the Company may not repurchase its own Share unless (i) the value of the Company's assets exceed its liabilities, and (ii) the Company is able to pay its debts as they fall due.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. In the event that the Repurchase Mandate is exercised in full, there might be a material adverse impact on the working capital and/or gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Group as at December 31, 2024, being the date to which the latest published audited consolidated financial statements of the Group were made up. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as it would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

APPENDIX I

EXPLANATORY STATEMENT

GENERAL

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective close associates (as defined in the Listing Rules), has any present intention, if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

The Directors, so far as the same may be applicable, will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the British Virgin Islands.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he or she or it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

Neither this Explanatory Statement nor the Repurchase Mandate has any unusual features.

STATUS OF REPURCHASED SHARES

Shares repurchased by the Company may be canceled or held by the Company as treasury Shares as determined by the Directors, depending on the market conditions and the Group's capital management needs at the relevant time of the repurchases.

For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.

TAKEOVERS CODE

If, as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. To the best knowledge of the Directors, save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Dr. Zhang Wenzhong, a controlling Shareholder, was interested in 502,452,135 Shares, representing approximately 55.85% of the total numbers of Shares in issue, through his beneficially owned companies Celestial Limited, Odor Nice Limited and Retail Enterprise Corporation Limited. In the event that the Repurchase Mandate was to be exercised in full, then (if the present shareholdings otherwise remained the same) the shareholding held by Dr. Zhang Wenzhong would increase to approximately 62.06% of the total number of Shares in issue. To the best knowledge and belief of the Directors, such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for each of them to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued Shares would be in public hands. The Directors will not repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company or by its subsidiaries during the period from the Listing Date up to the Latest Practicable Date.

SHARE PRICES

The highest and lowest prices per Share at which the Shares have been traded on the Stock Exchange from the Listing Date up to the Latest Practicable Date were as follows:

| Month | Highest prices
HK$ | Lowest prices
HK$ |
| --- | --- | --- |
| 2024 | | |
| December (since December 6, 2024*) | 21.750 | 4.780 |
| 2025 | | |
| January | 6.470 | 5.320 |
| February | 8.140 | 5.410 |
| March | 14.980 | 6.420 |
| April (up to and including the Latest Practicable Date) | 14.000 | 7.450 |

The Company was listed on December 6, 2024

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. DISCLOSURE OF INTERESTS

Directors and Chief Executive of the Company

As at the Latest Practicable Date, save as disclosed below, none of the Directors and chief executives of the Company had the interests in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of the SFO), which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which such Director and chief executive is taken or deemed to have under such provisions of SFO) or as recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers ("Model Code"):

Name of Director	Nature of interest	Number of Shares	Approximate percentage of shareholding in the Company as at the Latest Practicable Date
Mr. ZHANG Feng	Beneficial owner	6,900,000 (L)(1)	0.77%
	Beneficiary of a trust	5,000,000 (L)(2)	0.56%
Mr. CHEN Zhiyu	Beneficiary of a trust	783,505 (L)(2)	0.09%
Mr. LI Wei	Beneficial owner	4,000 (L)	0.00%

Notes:

(1) Represents Mr. Zhang's entitlement to receive up to 5,900,000 Shares pursuant to the exercise of options granted to him under the 2016 Share Incentive Plan, subject to the conditions of those options, and 1,000,000 Shares pursuant to the vesting of the 2016 RSUs granted to him under the 2016 Share Incentive Plan, which have already vested.

(2) Represents the Shares held by Vigorous Link Group Limited for Mr. Zhang and Mr. Chen, respectively. Vigorous Link Group Limited is a limited liability company incorporated under the laws of the British Virgin Islands and is wholly-owned by a trust which holds Shares for the benefit of certain Directors, senior management and employees of the Group. Pursuant to the relevant trust arrangement, the exercise of the voting rights attached to all the Shares held by Vigorous Link Group Limited is ultimately directed and controlled by the Board.

(L) – Long position

APPENDIX II

GENERAL INFORMATION

The calculation is based on the total number of 899,632,733 ordinary shares in issue of the Company as at the Latest Practicable Date.

As at the Latest Practicable Date, save as disclosed above, none of the Directors was a director or employee of a company which had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. LITIGATION

As at the Latest Practicable Date, neither the Company nor any member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened by or against the Company or any member of the Group.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered or was proposing to enter into a service contract with any member of the Group which is not determinable by the Group within one year without payment of compensation, other than statutory compensation.

5. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and their respective associates had an interest in a business, which competes or may compete with the businesses of the Company and any other conflicts of interest which any such person has or may have with the Company which would be required to be disclosed under Rule 8.10 of the Listing Rules.

6. DIRECTORS' INTERESTS IN ASSETS

None of the Directors had any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group or proposed to be so acquired, disposed of or leased to any member of the Group since 31 December 2024, being the date to which the latest published audited accounts of the Group were made up, and up to the Latest Practicable Date.

7. DIRECTORS' INTERESTS IN CONTRACTS

None of the Directors is materially interested in any contract or arrangement entered into by the Company or any of its subsidiaries which contract or arrangement is subsisting at the Latest Practicable Date and which is significant in relation to the business of the Group taken as a whole.

APPENDIX II

GENERAL INFORMATION

8. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors confirm that there was no material adverse changes in the financial or trading position of the Group since 31 December 2024, the date to which the latest published audited consolidated accounts of the Group were made up.

9. QUALIFICATION AND CONSENT OF EXPERT

The following is the qualification of the expert who has given opinion or advice, which are contained or referred to in this circular:

Name	Qualification
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 SFO
Jones Lang LaSalle Corporate Appraisal and Advisory Limited	Independent valuer

Each of the above experts has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and/or report and references to its name in the form and context in which it appears. The letter and/or report from each of the experts are given for incorporation in this circular.

As at the Latest Practicable Date, each of the above experts did not have any beneficial shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities of any member of the Group.

Each of the above experts has no direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group or proposed to be so acquired or disposed of or leased since 31 December 2024, being the date to which the latest published audited accounts of the Group were made up, and up to the date of this circular.

10. DOCUMENT ON DISPLAY

Copy of (i) the Equity Transfer Agreement and (ii) the B&T Framework Agreement will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.dmall.com/) for a period of 14 days from the date of this circular (both days inclusive).

II-3 -

APPENDIX III

VALUATION REPORT

仲量聯行

Jones Lang LaSalle Corporate Appraisal and Advisory Limited
7th Floor, One Taikoo Place
979 King's Road, Hong Kong
tel +852 2846 5000 fax +852 2169 9117
Company Licence No.: C-030171

仲量聯行企業評估及咨詢有限公司
香港英皇道979號太古坊一座7樓
電話 +852 2846 5000 傳真 +852 2169 6001
公司牌照號碼: C-030171

The Board of Directors
Dmall (Shenzhen) Digital Technology Co., Ltd.
Room 3507-B, Building 2, Shenzhen New Generation Industrial Park,
136 Zhongkang Road, Meidu Community, Meilin Street, Futian District,
Shenzhen, China

Dear Madams and Sirs,

In accordance with the instructions Dmall (Shenzhen) Digital Technology Co., Ltd. (the "Company" or the "Client"), Jones Lang LaSalle Corporate Appraisal and Advisory Limited has undertaken a valuation exercise which requires us to express an independent opinion of the market value of the 20% equity interest in Dmall Zhilian (Beijing) Technology Co., Ltd. ("Dmall Zhilian" or the "Target Company") as at 31 December 2024 (the "Valuation Date"). The Valuation Date refers to the specific point in time as of which we assess the value of the Target Company. The report that follows is dated 17 March 2025 (the "Report Date").

Dmall Zhilian's parent company, Dmall (Shenzhen) Digital Technology Co., Ltd., is the acquirer in this transaction and engaged with us as an independent valuation firm to issue the valuation report. Therefore, this valuation was conducted at the instruction of the Company.

The purpose of this valuation is for the Client's internal reference and inclusion in the Client's public disclosure.

Our valuation was carried out on a market value basis. Market value is defined as "The estimated amount for which an asset or liability should exchange on the valuation 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".

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APPENDIX III
VALUATION REPORT

BACKGROUND OF THE TARGET COMPANY

As of the Valuation Date, the Client holds 80% of the equity in Dmall Zhilian. Dmall Zhilian has two subsidiaries, namely Dmall Zhilian (Wuhan) Technology Co., Ltd. ("Zhilian Wuhan") and Beijing Xianmei Technology Service Co., Ltd. ("Xianmei"). Among them, Dmall Zhilian holds 100% equity in Zhilian Wuhan and 55% equity in Xianmei.

Zhilian Wuhan's main business is the same as Dmall Zhilian's, while Xianmei's main business is providing cleaning services.

As of the Valuation Date, excluding non-recurring gains and losses, Dmall Zhilian is in a loss-making position. Dmall Zhilian had one non-recurring gain in 2024 of RMB 20.18 million from the disposal of intellectual property rights. This transaction represented a non-recurring event as it fell outside the company's core continuing operations.

SOURCES OF INFORMATION

In conducting our valuation of the 20% equity interest in the Target Company, we have reviewed information from several sources, including:

Background of the Target Company and relevant corporate information, including shareholding structure, description of services, target customer and target market, as well as business development plans;
Financial information of the Target Company including the audit report on Dmall Zhilian from 2021 to 2023, and the management accounts of Dmall Zhilian for 2024;
The China Business Licenses (營業執照) of Dmall Zhilian;
Other operation and market information in relation to the Target Company's business.

We have held discussions with management of the Target Company, conducted market research from public sources to assess the reasonableness and fairness of information provided. We assumed such information reliable and legitimate; and we have relied to a considerable extent on the information provided by the Target Company in arriving at our opinion of value.

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APPENDIX III
VALUATION REPORT

BASIS OF OPINION

We have conducted our valuation with reference to the International Valuation Standards issued by International Valuation Standards Council ("IVSC"). The valuation procedures employed include a review of legal status and economic condition of the Target Company and an assessment of key assumptions, estimates, and representations made by the proprietor or the operator of the Target Company. All matters we consider essential to the proper understanding of the valuation are disclosed in this valuation report.

The following factors form an integral part of our basis of opinion:

The economic outlook in general;
The nature of business and history of the operation concerned;
The financial condition of the Target Company;
Consideration and analysis on the micro and macro economy affecting the Target Company; and
Assessment of the leverage of the Target Company.

We planned and performed our valuation so as to obtain all the information and explanations that we considered necessary in order to provide us with sufficient evidence to express our opinion on the Target Company.

VALUATION METHODOLOGY

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

Market Approach considers prices recently paid for similar assets, with adjustments made to market prices to reflect condition and utility of the appraised assets relative to the market comparative. Assets for which there is an established secondary market may be valued by this approach. Benefits of using this approach include its simplicity, clarity, speed and the need for few or no assumptions. It also introduces objectivity in application as publicly available inputs are used. However, one must be wary of hidden assumptions in those inputs as there are inherent assumptions on the value of those comparable assets. It is also difficult to find comparable assets. Furthermore, this approach relies exclusively on the efficient market hypothesis.

Cost Approach considers the cost to reproduce or replace in new condition the assets appraised in accordance with current market prices for similar assets, with allowance for accrued depreciation or obsolescence present, whether arising from physical, functional or economic causes. The cost approach generally furnishes the most reliable indication of value for assets without a known secondary market. Despite the simplicity and transparency of this approach, it does not directly incorporate information about the economic benefits contributed by the subject assets.

APPENDIX III
VALUATION REPORT

Income Approach is the conversion of expected periodic benefits of ownership into an indication of value. It is based on the principle that an informed buyer would pay no more for the project than an amount equal to the present worth of anticipated future benefits (income) from the same of a substantially similar project with a similar risk profile. This approach allows for the prospective valuation of future profits and there are numerous empirical and theoretical justifications for the present value of expected future cash flows. However, this approach relies on numerous assumptions over a long time horizon and the result may be very sensitive to certain inputs. It also presents a single scenario only.

Dmall Zhilian

Dmall Zhilian did not record any goodwill on its balance sheet as at the Valuation Date. Main assets includes cash, account receivables and other receivables, representing approximately 80.2% of Dmall Zhilian’s total assets for the six months ended June 30, 2024. Dmall Zhilian does not hold significant property, plant and equipment or other long-term tangible assets, representing approximately 6.4% of Dmall Zhilian’s total assets for the six months ended June 30, 2024. This asset composition reflects its business nature, which is services-oriented, not asset-oriented.

Given that the Target Company has been loss making and it is not asset intensive, there are substantial limitations to the income approach and the cost approach for valuing Dmall Zhilian. 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 Date. Secondly, the cost approach does not directly incorporate information about the economic benefits contributed by the subject business.

In view of the above, we have adopted the market approach for the valuation of Dmall Zhilian. The market approach considers prices recently paid for similar assets. Assets for which there is an established secondary market may be valued by this approach. Benefits of using this approach include its simplicity, clarity, speed and the need for few or no assumptions. It also introduces objectivity in application as publicly available inputs are used.

The market approach can be applied through two commonly used methods, namely guideline public company method and the comparable transaction method. The comparable transaction method utilizes information on transactions involving assets that are same or similar to the subject asset. However, for this particular valuation exercise, it is difficult to acquire sufficient and timely information of such kind of transaction. Therefore, in this valuation exercise, the market value of the 20% equity interest in Dmall Zhilian is developed through the guideline public company method.

This method requires the research of comparable companies’ benchmark multiples and proper selection of a suitable multiple to derive the market value of the 20% equity interest in Dmall Zhilian. In this valuation, we have considered the following commonly used benchmark multiples:

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APPENDIX III
VALUATION REPORT

Benchmark Multiples

In this valuation, we have considered the following commonly used benchmark multiples:

Price-to-earnings multiple (the "P/E Multiple"), which is computed as share price divided by earnings per share, is the most commonly used multiple since investors want to know how profitable a company is, hence earnings are important for valuing a company's stock. This multiple has the limitations that it cannot be used to value loss-making companies and fails to overcome the distortions caused by different accounting policies and capital structures.
Price-to-book multiple (the "P/B Multiple"), which is computed as the ratio of share price to book value per share, is common to value companies within asset intensive industries. However, since book value captures only the tangible assets of a company, a company's intangible assets as well as company-specific competencies and advantages are not captured in the P/B Multiple.
Price-to-sales multiple (the "P/S Multiple"), which is estimated by dividing share price by sales per shares, is commonly used to value early-stage or loss-making companies. A shortcoming of this multiple is that it ignores the cost structure and hence the profitability of a company.
A firm's enterprise value is equal to its equity value plus its debt less any cash. Enterprise value to EBITDA (earnings before interest, taxes, depreciation and amortization) multiple (the "EV/EBITDA Multiple"), which is estimated by dividing enterprise value by EBITDA, allows direct comparison of firms regardless of their difference in capital structure. Compared to the P/E Multiple, the EV/EBITDA Multiple is considered to be less affected by difference in accounting treatment. Yet, since the EV/EBITDA Multiple excludes depreciation and amortization expenses, which measure how much the company needs to spend on capital expenditure to maintain its business growth, the multiple does not account for cost of debt capital or its tax effect.
Enterprise value-to-sales multiple (the "EV/Sales Multiple") is considered to be less affected by difference in accounting treatment as other price multiples. Similar to the price-to-sales ratio, it is commonly used to value early-stage or loss-making companies. Yet, EV/Sales Multiple has an advantage over price-to-sales ratio that it takes into account a company's debt load.

The following benchmark multiples are not adopted due to the following consideration:

EV/EBITDA Multiple is not adopted as the Target Company has a negative EBITDA after excluding the non-recurring gain in 2024 from the disposal of intellectual property rights.

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APPENDIX III
VALUATION REPORT

P/E Multiple, P/B Multiple and P/S Multiple are not adopted as they are more likely to be distorted when companies are having different capital structures. Given the differences in capital structure among the selected comparable companies, we have considered the relevance and impact of capital structure in selecting appropriate valuation multiples. In particular, Dmall Zhilian’s capital structure is different from some of the comparable companies, which can result in significant variations in key financial metrics, such as net profit, interest expenses, and tax shields. While Dmall Zhilian’s leverage may not be considered high in isolation, even relatively modest debt levels can materially affect equity-based multiples, making them less comparable across companies with different financing structures.

We have adopted the EV/Sales multiple instead of P/S, P/E or P/B multiples, as EV-based multiples are capital structure-neutral and therefore provide a more consistent basis for comparison when there are significant variations in leverage and equity financing among peers. In contrast, P-based multiples such as P/S, P/E or P/B are derived from equity values and are therefore directly affected by a company’s capital structure, including its debt levels, interest expenses, and tax position. As such, these multiples may not reflect the true operating performance of a business and can result in misleading comparisons when applied across companies with differing financial leverage.

Dmall Zhilian has a capital structure that includes over RMB22 million of interest-bearing debt as of the Valuation Date. This leverage, while not necessarily high in absolute terms, creates a different financial profile compared to comparable companies, where the mix of debt and equity financing may differ more significantly. As a result, these equity-based multiples (P/E, P/B and P/S) may not provide a consistent basis for comparison.

By contrast, EV/Sales considers the total value attributable to both debt and equity holders and is not distorted by differences in financing decisions. It better captures the enterprise-level valuation irrespective of how the business is financed.

It is considered that the EV/Sales Multiple is the most appropriate multiple, hence it is being adopted in this valuation.

Major Assumptions

Assumptions considered to have significant sensitivity effects in this valuation have been evaluated in order to provide a more accurate and reasonable basis for arriving at our assessed value.

The following key assumptions in determining the market value of the equity interest have been made:

We have assumed that there will be no material change in the existing political, legal, technological, fiscal or economic conditions, which might adversely affect the business of the Target Company;
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APPENDIX III
VALUATION REPORT

We have assumed that the operational and contractual terms stipulated in the relevant contracts and agreements will be honored;
We have been provided with copies of the operating licenses and company incorporation documents. We have assumed such information to be reliable and legitimate. We have relied to a considerable extent on such information provided in arriving at our opinion of value;
We have assumed the accuracy of the financial and operational information provided to us by the Target Company and relied to a considerable extent on such information in arriving at our opinion of value;
We have assumed the Target Company possess all the operating licenses if required; and
We have assumed that there are no hidden or unexpected conditions associated with the asset valued that might adversely affect the reported value. Further, we assume no responsibility for changes in market conditions after the Valuation Date.

Valuation Analysis

In our valuation practice, we considered that Dmall Zhilian (including Zhilian Wuhan) and Xianmei have different main businesses, we conducted separate valuations for Dmall Zhilian (including Zhilian Wuhan) and Xianmei using the market approach.

Xianmei

In determining the market multiple for Xianmei, a list of comparable companies was identified. The selection criteria include the following.

Companies are publicly searchable in Wind (one of the largest independent financial data providers in China);
Companies are listed in the Hong Kong Stock Exchange (as the Target Company is indirectly held by a Hong Kong listed company); and
The main business is cleaning service, with this segment contributes more than 50% of their total revenue. A threshold of 50% was set such that the comparable companies to ensure that cleaning service accounts for a majority of a comparable company's business.
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APPENDIX III

VALUATION REPORT

As sourced from Wind, an exhaustive list of comparable companies satisfying the above criteria was obtained on a best effort basis. The business description of the comparable companies is listed below:

Company Name	Ticker	Company Description	Revenue % contributed by Cleaning Business
Xinhua News Media Holdings Limited	SEHK:309	Xinhua News Media Holdings Limited, an investment holding company, provides cleaning and related services in Hong Kong.	100%
Baguio Green Group Limited	SEHK:1397	Baguio Green Group Limited, an investment holding company, comprehensive cleaning services for commercial, residential, and public facilities in Hong Kong, Mainland China, and Southeast Asia.	79%
Hygieia Group Limited	SEHK:1650	Hygieia Group Limited, an investment holding company, provides general cleaning services in Singapore and Thailand.	99%
Hong Kong Johnson Holdings Co., Ltd.	SEHK:1955	Hong Kong Johnson Holdings Co., Ltd., an investment holding company, provides cleaning, janitorial, and other related services for government and non-government sector in Hong Kong.	100%
Man Shing Global Holdings Limited	SEHK:8309	Man Shing Global Holdings Limited, an investment holding company, provides environmental cleaning and property management services in Hong Kong.	78%
Lapco Holdings Limited	SEHK:8472	Lapco Holdings Limited, an investment holding company, provides environmental hygiene services in Hong Kong for public/private buildings, streets, recreational sites, and educational institutions.	86%

APPENDIX III

VALUATION REPORT

Some key financial information of the comparable companies is listed below, presented in millions of Chinese Yuan ("CNY").

Company Name	Market Capitalization (in CNY Million)	Enterprise Value (in CNY Million)	Sales for Last Twelve Months (in CNY Million)	EV/Sales Multiple^{1}
Xinhua News Media Holdings Limited	71.4496	31.6402	312.1880	0.1013
Baguio Green Group Limited	265.6000	326.2182	2,337.6284	0.1396
Hygieia Group Limited	146.0000	91.2735	388.1084	0.2352
Hong Kong Johnson Holdings Co., Ltd.	202.5000	-74.6446	1,405.6032	NA
Man Shing Global Holdings Limited	39.6000	-17.5812	927.1090	NA
Lapco Holdings Limited	83.5200	45.4045	860.3935	0.0528
			Median	0.1205

We have excluded comparable companies where EV is negative.
As of March 17, 2025, which is the date on which the calculations for this valuation were completed, all of the comparable companies have not yet published their annual reports for December 31, 2024. To be consistent with the target company's financials and due to the unavailability of the annual reports, we used the Last Twelve Months ("LTM") revenue up to June 30, 2024 for all comparable companies. However, the enterprise values of the comparable companies were calculated using their market capitalization data as of December 31, 2024, which aligns with the valuation date.
Hong Kong Johnson Holdings Co., Ltd., Xinhua News Media Holdings Limited and Man Shing Global Holdings Limited. These companies have financial periods ending on March 31. Although they have a March year-end, Capital IQ provides their quarterly financials, including figures for the period ending June 30, 2024.
To ensure consistency in the calculation of valuation multiples across all comparable companies, we used LTM financials as of June 30, 2024 – as this represents the most recent period for which financial data was available for all selected peers as of March 17, 2025. This approach is consistent with common valuation practice and allows for a more comparable basis across the peer group.

Discount for lack of marketability (DLOM)

A factor to be considered in valuing closely held companies is the marketability of an interest in such businesses. Marketability is defined as the ability to convert the business interest into cash quickly, with minimum transaction and administrative costs, and with a high degree of certainty as to the amount of net proceeds. There is usually a cost and a time lag associated with locating interested and capable buyers of interests in privately-held companies, because there is no established market of readily-available buyers and sellers. All other factors being equal, an interest in a publicly traded company is worth more because it is readily marketable. Conversely, an interest in a private-held company is worth less because no established market exists.

APPENDIX III

VALUATION REPORT

For this exercise, the indicated discount for lack of marketability adopted for the equity interest in Xianmei is 15.6% as at the Valuation Date, based on a study 2024 edition of the Stout Restricted Stock Study Companion Guide issued by Stout Risius Ross, LLC. The study covered 779 private placement transactions issued by publicly traded companies from July 1980 through March 2024. The discount was calculated by dividing the difference between the private placement price and the market reference price by the market reference price.

Calculation of valuation result

Under the guideline public company method, the market value depends on the market multiples of the comparable companies derived from S&P Capital IQ (an independent financial research software published by Standard and Poor) as at the Valuation Date. We have also taken into account the DLOM. The calculation of the market value of the 55% equity interest in Xianmei as at the Valuation Date is as follows:

55% equity interest in Xianmei	Unit: RMB
EV/Sales multiple (times)	0.1205
Financial figures^{1}
2024.6.30 LTM Sales	100,000,348
Enterprise Value^{2}	12,045,084
Financial figures^{1}
Add: Cash and cash equivalents	5,465,158
Less: Loan and interests	6,325,932
100% Equity Interest (marketable)	11,184,311
Discount for Lack of Marketability	15.60%
100% Equity Interest (non-marketable)	9,439,558
55% Equity Interest of Xianmei	5,191,757

The financial figures obtained from unaudited management accounts of Xianmei are prepared by the management of Xianmei. As of the date of this report, comparable companies have not yet released their financial data for December 31, 2024. Therefore, we used the LTM revenue as of June 30, 2024.
Please note that the EV/Sales multiple shown in the report has been rounded to four decimal places. The actual multiples used in the calculation contain additional decimal places. As a result, the Enterprise Value of RMB 12,045,084 reported may not be precisely derived by multiplying the rounded EV/Sales multiple by the revenue, but rather reflects the more precise multiples used in the underlying calculation. The rounding of the multiples to four decimal places ensures consistency with reporting standards, while the more precise value was employed to ensure calculation accuracy.

APPENDIX III

VALUATION REPORT

Dmall Zhilian

Market multiple

In determining the price multiple for Dmall Zhilian, a list of comparable companies was identified. The selection criteria include the following.

Companies are searchable in Wind;
We considered Hong Kong-listed companies whose main business is IoT/solutions (which refers to integrated systems combining hardware components and software platforms to deliver end-to-end solutions for specific operational needs), with this segment contributes more than 50% of their total revenue. A threshold of 50% was set such that the comparable companies to ensure that IoT/solutions service accounts for a majority of a comparable company's business.

As sourced from Wind, an exhaustive list of comparable companies satisfying the above criteria was obtained on a best effort basis. The business and geographic description of the comparable companies are listed below:

Company Name	Ticker	Company Description	Revenue % contributed by IoT/ solutions
Tuya Inc.	SEHK:2391	Tuya Inc. offers purpose-built Internet of Things (IoT) cloud development platform in the People’s Republic of China and internationally.	72%
Howkingtech International Holding Limited	SEHK:2440	Howkingtech International Holding Limited, an investment holding company, provides data transmission and processing services for IOT applications in Mainland China and internationally.	86%
Maxnerva Technology Services Limited	SEHK:1037	Maxnerva Technology Services Limited, an investment holding company, operates in the industrial solution, smart office, and new retail businesses in the People’s Republic of China, Europe, the United States, Taiwan, Singapore, and internationally.	59%

APPENDIX III

VALUATION REPORT

Company Name	Ticker	Company Description	Revenue % contributed by IoT/ solutions
InvesTech Holdings Limited	SEHK:1087	InvesTech Holdings Limited, an investment holding company, engages in the network system integration, professional network services, and mobile software platform businesses.	100%
Technovator International Limited	SEHK:1206	Technovator International Limited, together with its subsidiaries, provides urban energy saving services in the People’s Republic of China.	100%
BII Railway Transportation Technology Holdings Company Limited	SEHK:1522	BII Railway Transportation Technology Holdings Company Limited, an investment holding company, provides intelligent rail transit system services in the People’s Republic of China.	82%
Risecomm Group Holdings Limited	SEHK:1679	Risecomm Group Holdings Limited, an investment holding company, designs and develops application- specific integrated circuits (ASICs) in the People’s Republic of China.	55%
Nanjing Sample Technology Company Limited	SEHK:1708	Nanjing Sample Technology Company Limited, together with its subsidiaries, provides visual identification and radio frequency identification (RFID) solutions to intelligent transportation, customs logistics, and other application areas in the People’s Republic of China.	79%
Edianyun Limited	SEHK:2416	Edianyun Limited, an investment holding company, provides office information technology (IT) services on a subscription basis to small and medium-sized enterprises in the People’s Republic of China.	87%
Maiyue Technology Limited	SEHK:2501	Maiyue Technology Limited, an investment holding company, provides integrated information technology (IT) solutions and services in the educati on and government markets in the People’s Repu blic of China.	70%

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APPENDIX III

VALUATION REPORT

Some key financial information of the comparable companies is listed below, as presented in millions of Chinese Yuan ("CNY")

Company Name	Market Capitalization (in CNY Million)	Enterprise Value (in CNY Million)	Sales for Last Twelve Months (in CNY Million)	EV/Sales Multiple^{1}
Tuya Inc.	1,002.1485	-4695.0502	1,892.6060	-2.4807
Howkingtech International Holding Limited	150.0401	145.3244	294.8560	0.4929
Maxnerva Technology Services Limited	178.8936	0.5706	582.9870	0.0010
InvesTech Holdings Limited	60.9658	244.1088	526.6670	0.4635
Technovator International Limited	211.1919	403.0329	1,788.6170	0.2253
BII Railway Transportation Technology Holdings Company Limited	566.2296	447.1543	1,519.7581	0.2942
Risecomm Group Holdings Limited	47.5656	270.6426	101.2050	2.6742
Nanjing Sample Technology Company Limited	308.9028	430.3147	420.3057	1.0238
Edianyun Limited	898.0243	2,064.2063	1,281.6660	1.6106
Maiyue Technology Limited	435.0000	460.1460	261.4850	1.7597
			Median	0.4929

We have excluded comparable companies where EV is negative.
As of March 17, 2025, which is the date on which the calculations for this valuation were completed, all of the comparable companies have not yet published their annual reports for December 31, 2024. To be consistent with the target company's financials and due to the unavailability of the annual reports, we used the Last Twelve Months ("LTM") revenue up to June 30, 2024 for all comparable companies. However, the enterprise values of the comparable companies were calculated using their market capitalization data as of December 31, 2024, which aligns with the valuation date.
To ensure consistency in the calculation of valuation multiples across all comparable companies, we used LTM financials as of June 30, 2024 – as this represents the most recent period for which financial data was available for all selected peers as of March 17, 2025. This approach is consistent with common valuation practice and allows for a more comparable basis across the peer group.
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APPENDIX III
VALUATION REPORT

Discount for lack of marketability (DLOM)

For this exercise, the indicated discount for lack of marketability adopted for the equity interest in Dmall Zhilian is 15.6% as at the Valuation Date, the same as the DLOM for Xianmei.

Calculation of valuation result

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 Date. We have also taken into account DLOM. The calculation of the market value of the 20% equity interest in Dmall Zhilian as at the Valuation Date is as follows:

20% equity interest in Dmall Zhilian	Unit: RMB
EV/Sales multiple (times)	0.4929
Financial figures^{1}	496,783,193
2024.6.30 LTM Sales
Enterprise Value^{2}	244,914,114
Financial figures^{1}
Add: Cash and cash equivalents	47,573,198
Less: Loan and interests	20,019,167
100% Equity Interest (marketable)	272,468,146
Discount for Lack of Marketability	15.60%
100% Equity Interest (non-marketable, excluding Xianmei)	229,963,115
55% Equity Interest of Xianmei	5,191,757
100% Equity Interest including Xianmei	235,154,872
20% Equity	20.00%
20% Equity Interest (non-marketable, market value)	47,030,974

The financial figures obtained from unaudited management accounts of Dmall Zhilian are prepared by the management of Dmall Zhilian. Financials for Dmall Zhilian includes those of Zhilian Wuhan.
Please note that the EV/Sales multiples have been rounded to four decimal places. The actual multiples used in the calculation contains additional decimal places. As a result, the Enterprise Value of RMB 244,914,114 reported may not be precisely derived by multiplying the rounded EV/Sales multiple by the revenue, but rather reflects the more precise multiples used in the underlying calculation. The rounding of the multiples to four decimal places ensures consistency with reporting standards, while the more precise value was employed to ensure calculation accuracy.

APPENDIX III
VALUATION REPORT

VALUATION COMMENT

The conclusion of value is based on accepted valuation procedures and practices that rely substantially on the use of numerous assumptions and the consideration of many uncertainties, not all of which can be easily quantified or ascertained. Further, while the assumptions and other relevant factors are considered to be reasonable, they are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Target Company, and Jones Lang LaSalle Corporate Appraisal and Advisory Limited.

We do not intend to express any opinion on matters that require legal or other specialized expertise or knowledge, beyond what is customarily employed by valuers. Our conclusions assume the continuation of prudent management of the Target Company for any period of time that is reasonable and necessary to maintain the character and integrity of the valued assets.

We are instructed to provide our opinion of value solely as of the valuation date. The opinion is based on economic, market and other conditions existing on the valuation date, as well as information made available to us as up until the report date. We assume no obligation to update or revise these materials to reflect events that have occurred since then. Readers are reminded that this report does not intend to provide an opinion of value for any date subsequent to the valuation date.

This report is issued subject to our Limiting Conditions as attached.

CONCLUSION OF VALUE

Based on the results of our investigations and analysis, we are of the opinion that the market values of the 20% equity interest of Dmall Zhilian are RMB47,030,974 respectively as at the Valuation Date.

Yours faithfully,

For and on behalf of

Jones Lang LaSalle Corporate Appraisal and Advisory Limited
Simon M.K. Chan
Executive Director

Note: Mr. Simon M.K. Chan is a fellow of the Hong Kong Institute of Certified Public Accountants (HKICPA) and CPA Australia. He is also fellow of the Royal Institution of Chartered Surveyors (FRICS) where he now serves on their North Asia Valuation Practice Group. He is an International Certified Valuation Specialist (ICVS) and a Chartered Valuer and Appraiser (Singapore). He oversees the business valuation services of JLL and has over 20 years of accounting, auditing, corporate advisory and valuation experiences. He has provided a wide range of valuation services to numerous listed and listing companies of different industries in the PRC, Hong Kong, Singapore and the United States.

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VALUATION REPORT

LIMITING CONDITIONS

In the preparation of this Report, we relied on the accuracy, completeness and reasonableness of the financial information, forecast, assumptions and other data provided to us by the Client/Target Company and/or its representatives. We did not carry out any work in the nature of an audit and neither are we required to express an audit or viability opinion. We take no responsibility for the accuracy of such information. Our Report was used as part of the analysis of the Client/Target Company in reaching their conclusion of value and due to the above reasons, the ultimate responsibility of the derived value of the Subject rests solely with the Client.
We have explained as part of our service engagement procedure that it is the director’s responsibility to ensure proper books of accounts are maintained, and the financial information and forecast give a true and fair view and have been prepared in accordance with the relevant standards and companies ordinance.
Public information and industry and statistical information have been obtained from sources we deem to be reputable; however, we make no representation as to the accuracy or completeness of such information, and have accepted the information without any verification.
The board of directors and the management of Client/Target Company have reviewed this Report and agreed and confirmed that the basis, assumptions, calculations and results are appropriate and reasonable.
Jones Lang LaSalle Corporate Appraisal and Advisory Limited shall not be required to give testimony or attendance in court or to any government agency by reason of this exercise, with reference to the project described herein. Should there be any kind of subsequent services required, the corresponding expenses and time costs will be reimbursed from you. Such kind of additional work may incur without prior notification to you.
No opinion is intended to be expressed for matters which require legal or other specialized expertise, which is out of valuers’ capacity.
The use of and/or the validity of the Report is subject to the terms of the Agreement and the full settlement of the fees and all the expenses.
Our conclusions assume continuation of prudent and effective management policies over whatever period of time that is considered to be necessary in order to maintain the character and integrity of the Subject.
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APPENDIX III
VALUATION REPORT

We assume that there are no hidden or unexpected conditions associated with the subject matter under review that might adversely affect the reported review result. Further, we assume no responsibility for changes in market conditions, government policy or other conditions after the Valuation Date. We cannot provide assurance on the achievability of the results forecasted by the Client/Target Company because events and circumstances frequently do not occur as expected; difference between actual and expected results may be material; and achievement of the forecasted results is dependent on actions, plans and assumptions of management.
This Report is confidential to the Client and the calculation of values expressed herein is valid only for the purpose stated in the Agreement as at the Valuation Date. In accordance with our standard practice, we must state that this Report and exercise is for the use only by the party to whom it is addressed to and no responsibility is accepted with respect to any third party for the whole or any part of its contents.
Where a distinct and definite representation has been made to us by parties interested in the Subject, we are entitled to rely on that representation without further investigation into the veracity of the representation.
The Client/Target Company agrees to indemnify and hold us and our personnel harmless against and from any and all losses, claims, actions, damages, expenses or liabilities, including reasonable attorney's fees, to which we may become subjects in connection with this engagement. Our maximum liability relating to services rendered under this engagement (regardless of form of action, whether in contract, negligence or otherwise) shall be limited to the fee paid to us for the portion of its services or work products giving rise to liability. In no event shall we be liable for consequential, special, incidental or punitive loss, damage or expense (including without limitation, lost profits, opportunity costs, etc.), even if it has been advised of their possible existence.
We are not environmental, structural or engineering consultants or auditors, and we take no responsibility for any related actual or potential liabilities exist, and the effect on the value of the asset is encouraged to obtain a professional assessment. We do not conduct or provide such kind of assessments and have not considered the potential impact to the subject property.
This exercise is premised in part on the historical financial information and future forecast provided by the management of the Client/Target Company and/or its representatives. We have assumed the accuracy and reasonableness of the information provided and relied to a considerable extent on such information in our calculation of value. Since projections relate to the future, there will usually be differences between projections and actual results and in some cases, those variances may be material. Accordingly, to the extent any of the above-mentioned information requires adjustments, the resulting value may differ significantly.
III-17 -

APPENDIX III
VALUATION REPORT

This Report and the conclusion of values arrived at herein are for the exclusive use of our client for the sole and specific purposes as noted herein. Furthermore, the Report and conclusion of values are not intended by the author, and should not be construed by any reader, to be investment advice or as financing or transaction reference in any manner whatsoever. The conclusion of values represents the consideration based on the information furnished by the Client/Target Company and other sources. Actual transactions involving the Subject might be concluded at a higher or lower value, depending upon the circumstances of the transaction and the knowledge and motivation of the buyers and sellers at that time. The transaction amount does not need to be close to the result as estimated in this report.
The board of directors, management, staff, and representatives of the Client/Target Company have confirmed to us that they are independent to JLL in this Valuation or calculation exercise. Should there be any conflict of interest or potential independence issue that may affect our independence in our work, the Client/Target Company and/or its representatives should inform us immediately and we may need to discontinue our work, and we may charge our fee to the extent of our work performed or our manpower withheld or engaged.
III-18 -

NOTICE OF ANNUAL GENERAL MEETING

3.0.DMALL

Dmall Inc.

多点数智有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 2586)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Dmall Inc. (the "Company") will be held at Floor 8, Block B, Haidian Culture and Art Building, No. 28, Zhongguancun Street, Haidian District, Beijing, China on Friday, May 23, 2025 at 11 a.m. for the following purposes:

To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries (the "Group") and the reports of the directors of the Company (the "Directors") and of the auditor of the Group for the year ended December 31, 2024.
To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.
To re-appoint KPMG as auditor of the Group and to authorise the Board to fix its remuneration.
To consider and, if thought fit, pass with or without modification, the following resolutions as ordinary resolutions:

(A) "That:

(i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to allot, issue and/or otherwise deal with additional shares of the Company (the "Shares") (including any sale or transfer of treasury Shares out of treasury) or securities convertible into Shares, or options, warrants or similar rights to subscribe for Shares or such convertible securities of the Company, and to make or grant offers, agreements and/or options (including but not limited to bonds, warrants and debentures convertible into the Shares) which may require the exercise of such powers, be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options (including but not limited to bonds, warrants and debentures convertible into the Shares) which may require the exercise of such power after the end of the Relevant Period (as defined hereinafter);

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NOTICE OF ANNUAL GENERAL MEETING

(iii) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as defined hereinafter) pursuant to the approval in paragraph (i) above, otherwise than pursuant to:

(1) any Rights Issue (as defined hereinafter);

(2) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares;

(3) any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the “Articles of Association”); or

(4) any issue of Shares (or transfer of treasury Shares) upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares, shall not exceed the aggregate of:

(a) 20% of the number of issued Shares (excluding treasury Shares) as at the date of passing this resolution; and

(b) (if the Board is so authorised by resolution numbered 4(C)) the aggregate number of Shares repurchased by the Company subsequent to the passing of resolution numbered 4(B) (up to a maximum equivalent to 10% of the number of issued Shares (excluding treasury Shares) as at the date of passing resolution numbered 4(B)),

and the approval shall be limited accordingly; and

(iv) for the purpose of this resolution:

(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(1) the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

(2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; and

(3) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and

(b) “Rights Issue” means an offer of Shares or an issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).

(B) “That:

(i) subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and which is recognised for this purpose by the Securities and Futures Commission and the Stock Exchange, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) from time to time, be and is hereby generally and unconditionally approved;

(ii) the aggregate number of the shares to be repurchased pursuant to the approval in paragraph (i) of this resolution shall not exceed 10% of the number of issued Shares (excluding treasury Shares) as at the date of passing of this resolution, and the said approval shall be limited accordingly;

(iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

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NOTICE OF ANNUAL GENERAL MEETING

(iv) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; and

(c) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”

(C) “That conditional upon the resolutions numbered 4(A) and 4(B) set out in this notice being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with Shares (including any sale or transfer of treasury Shares out of treasury) and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the resolution numbered 4(A) set out in this notice be and is hereby extended by the addition to the number of the issued Shares which may be allotted or agreed conditional or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the number of the issued Shares repurchased by the Company under the authority granted pursuant to resolution numbered 4(B) set out in this notice, provided that such extended amount shall represent up to 10% of the number of issued Shares (excluding treasury Shares) as at the date of passing of the said resolutions.”

(D) “That:

(i) the equity transfer agreement entered into between Dmall (Shenzhen) Digital Technology Co., Ltd. (多點(深圳)數字科技有限公司) (“Dmall (Shenzhen) Digital”) and Beijing Wumart Supermarket Co., Ltd. (北京物美超市有限公司) (“Beijing Wumart”) on 28 March, 2025 (the “Equity Transfer Agreement”), a copy of which is tabled at the meeting and marked as “A” and initialled by the chairman of the meeting for identification purpose, pursuant to which Dmall (Shenzhen) Digital has conditionally agreed to acquire, and Beijing Wumart has conditionally agreed to transfer the 20% equity interest of Dmall Zhilian (Beijing) Technology Co., Ltd. (多點智聯(北京)科技有限公司) at a consideration of RMB47,000,000 in cash (the “Equity Transfer”), and the transactions contemplated thereunder including the Equity Transfer be and are hereby considered and approved; and

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NOTICE OF ANNUAL GENERAL MEETING

(ii) any one Director be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to take all steps necessary and expedient to implement and/or give effect to the Equity Transfer Agreement and the transactions contemplated thereunder including the Equity Transfer.”

(E) “That:

(i) the revised annual caps for continuing connected transactions under the framework agreement dated October 10, 2024 entered into by Dmall (Shenzhen) Digital (for itself and on behalf of other members of the Group) and Shanghai Baianju Commercial Operation Management Co., Ltd. (上海百安居商業經營管理有限公司) (for itself and on behalf of the other entities that manage and operate stores bearing the brand of B&T (百安居) in China) to regulate the provision of retail core service cloud solutions and related services by the Group to B&T Entities (the “B&T Framework Agreement”) for the years ending December 31, 2025 and 2026 in the amount of RMB100 million and RMB130 million, respectively (the “Proposed Revised Annual Caps”), and the transactions contemplated thereunder be and are hereby approved; and

(ii) any one Director be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to take all steps necessary and expedient to implement and/or give effect to the Proposed Revised Annual Caps for the B&T Framework Agreement.”

By order of the Board

Dmall Inc.

Mr. Curtis Alan Ferguson

Chairman

Hong Kong, April 30, 2025

Registered office:
Craigmuir Chambers
P.O. Box 71
Road Town, Tortola
VG 1110, British Virgin Islands

Headquarters:
Floor 8, Block B
Haidian Culture and Art Building
No. 28, Zhongguancun Street
Haidian District
Beijing, China

Principal place of business in Hong Kong:
31/F., Tower Two
Times Square, 1 Matheson Street
Causeway Bay
Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

(i) Resolution numbered 4(C) will be proposed to the shareholders of the Company for approval provided that resolutions numbered 4(A) and 4(B) are passed by the shareholders of the Company.

(ii) A shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. The proxy does not need to be a shareholder of the Company.

(iii) Where there are joint registered holders of any share, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

(iv) In order to be valid, the completed form of proxy must be deposited at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong), at least 48 hours before the time appointed for holding the above meeting (i.e. not later than 11 a.m. on May 21, 2025) or any adjournment thereof (as the case may be). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

(v) The register of members of the Company will be closed from May 20, 2025 to May 23, 2025, both days inclusive, in order to determine the identity of the shareholders who are entitled to attend the above meeting, during which period no share transfers will be registered. To be eligible to attend the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on May 19, 2025.

(vi) In respect of the resolution numbered 4(A) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.

(vii) In respect of resolution numbered 4(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate and for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the ordinary resolution to approve the purchase by the Company of its own shares is set out in Appendix I to the circular dated April 30, 2025.

(viii) Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting.

(ix) If a Typhoon Signal No. 8 or above is hoisted, or a black rainstorm warning signal is in force at 9:00 a.m. on the date of the meeting, the meeting will be automatically postponed or adjourned. The Company will post an announcement on the Company's website (https://ir.dmall.com/) and the Stock Exchange's website (www.hkexnews.hk) to notify Shareholders of the date, time and place of the rescheduled meeting.

As at the date of this notice, 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.

AGM-6 -

AI assistant

Dmall Inc. — Proxy Solicitation & Information Statement 2025

50692_rns_2025-04-30_1f33d417-0bf7-48c4-89d1-4c4b69c93901.pdf

DEFINITIONS

DEFINITIONS

多点DMALL

Dmall Inc.

多点数智有限公司

1. INTRODUCTION

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

Equity Transfer Agreement

Date

Parties

Equity Transfer and Consideration

Basis for Determination of the Consideration

Valuation methodology

Benchmark multiples

Principal assumptions

Valuation analysis

Views of the Board

Effectiveness of the Equity Transfer Agreement

Reasons for and Benefits of the Equity Transfer

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

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

4. LISTING RULES IMPLICATIONS

5. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

6. INFORMATION OF THE PARTIES

The Company

Dmall (Shenzhen) Digital

Beijing Wumart

Dmall Zhilian

Shanghai B&T and B&T Entities

7. GENERAL MANDATE TO ISSUE SHARES

8. REPURCHASE MANDATE TO REPURCHASE SHARES

9. RE-APPOINTMENT OF AUDITOR

10. ANNUAL GENERAL MEETING

Notice Of Annual General Meeting

Form Of Proxy

Voting By Poll

RECOMMENDATION

RESPONSIBILITY STATEMENT

GENERAL INFORMATION

RECOMMENDATION

INTRODUCTION

OUR INDEPENDENCE

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background Information

1.1 Information of the Group

1.2 Information of the Dmall (Shenzhen) Digital

1.3 Information of Beijing Wumart

1.4 Information of Dmall Zhilian

1.5 Information of Shanghai B&T and B&T Entities

2. Equity Transfer Agreement

2.1 Reasons for and benefits of the Equity Transfer Agreement

2.2 Principal terms of the Equity Transfer Agreement

2.3 Industry Overview

2.4 Basis of the Consideration and our assessment on the Consideration

Independent Valuer

Valuation Report

3. Proposed Revised Annual Caps

3.1 Reasons for and benefits of the Proposed Revised Annual Caps

3.2 Pricing policy and our assessment

3.3 Historical Amount, Existing and Proposed Revised Annual Caps

3.4 Basis of determination of the Proposed Revised Annual Caps and our assessments

3.5 Internal Control

RECOMMENDATION

SHARE CAPITAL

REASONS FOR AND FUNDING OF REPURCHASES

GENERAL

STATUS OF REPURCHASED SHARES

TAKEOVERS CODE

SHARE REPURCHASE MADE BY THE COMPANY

SHARE PRICES

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

Directors and Chief Executive of the Company

Dmall Inc. Proxy Solicitation & Information Statement 2025