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

DEXIN CHINA HOLDINGS COMPANY LIMITED

德 信 中 国 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2019)

CONTINUING CONNECTED TRANSACTIONS

Independent Financial Adviser to the

Independent Board Committee and the Independent Shareholders

As disclosed in the Prospectus and the announcements of the Company dated 28 November 2019, 13 December 2019, 28 May 2020 and 3 September 2020, the Company entered into the following continuing connected transaction agreements for a term up to 31 December 2021:

  1. the Framework Property Management Service Agreement with Shengquan Property, whereby Shengquan Property agreed to provide the Property Management Services to the Group from time to time;
  2. the Framework Decoration Service Agreement with Zhejiang Geya Decoration, whereby Zhejiang Geya Decoration agreed to provide decoration and related services to the Group from time to time; and
  3. the Huzhou Framework Decoration Service Agreement with Huzhou Geya, whereby Huzhou Geya agreed to provide decoration and related services to the Group from time to time.

As disclosed in the announcements of the Company dated 28 November 2019, 13 December 2019, 28 May 2020 and 3 September 2020, the Company further amended the existing annual caps of the relevant continuing connected transactions of the Group for the year ending 31 December 2021, and further extended the term of the Huzhou Framework Decoration Service Agreement with Huzhou Geya. Having further considered the business and development plans of the Group, the Board expected that the transaction amounts under the Framework Property Management Service Agreement for the year ending 31 December 2021 would be less than the existing annual caps. Therefore, the Board proposed to amend the existing annual cap under the Framework Property Management Service Agreement and determine the proposed annual caps for the period from 1 January 2022 to 31 December 2023 by entering into the New Framework Property Management Service Agreement with Shengquan Property.

1

The Board also proposed to continue to conduct the relevant continuing connected transactions with Zhejiang Geya Decoration and Huzhou Geya from time to time. Therefore, on 3 May 2021, in addition to the entering into of the aforesaid New Framework Property Management Service Agreement, the Board also proposed to enter into the New Framework Decoration Service Agreement with Zhejiang Geya Decoration and the New Huzhou Framework Decoration Service Agreement with Huzhou Geya, so as to determine the proposed annual caps for the period from 1 January 2022 to 31 December 2023.

Having further considered the business and development plans of the Group, the Board also proposed to enter into the Framework Agreement for Smart Community Solutions Services, the Framework Agreement for Commercial Consulting and Related Services and the Framework Agreement for Property Sales Assistance Services with Dexin Services for the proposed continuing connected transactions.

As at the date of this announcement, Dexin Services is owned as to 70.56% by Shengfu International which is owned as to 92% by Mr. Hu Yiping (an executive Director and a controlling shareholder of the Company) and 8% by Ms. Wei Peifen (the wife of Mr. Hu Yiping), respectively. Dexin Services is therefore a connected person of the Company. Accordingly, the entering into of the Framework Agreement for Smart Community Solutions Services, the Framework Agreement for Commercial Consulting and Related Services and the Framework Agreement for Property Sales Assistance Services and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the amended and/or proposed annual caps for the two/three years ending 31 December 2021, 2022 and 2023 for the transactions contemplated under the New Framework Property Management Service Agreement, the New Framework Decoration Service Agreement and the New Huzhou Framework Decoration Service Agreement, on an aggregated basis, exceed 5%, the annual caps for such transactions are subject to the reporting, annual review, announcement, circular and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the annual caps for the transactions contemplated under each of the Framework Agreement for Smart Community Solutions Services, the Framework Agreement for Commercial Consulting and Related Services and the Framework Agreement for Property Sales Assistance Services for the three years ending 31 December 2021, 2022 and 2023, are more than 0.1% but less than 5%, the annual caps for such transactions are subject to the reporting, annual review and announcement requirements but are exempt from the circular and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

A circular containing, among other things, (i) further details of the New Framework Property Management Service Agreement and the respective amended and/or proposed annual caps for the three years ending 31 December 2021, 2022 and 2023 thereunder; and the New Framework Decoration Service Agreement and the New Huzhou Framework Decoration Service Agreement and the proposed annual caps for the two years ending 31 December 2022 and 2023; (ii) a letter from the Independent Board Committee containing its recommendation to the Independent Shareholders; (iii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders; (iv) other information as required under the Listing Rules; and (v) a notice convening the EGM, is expected to be despatched to the Shareholders on or around 24 May 2021.

2

INTRODUCTION

As disclosed in the Prospectus and the announcements of the Company dated 28 November 2019, 13 December 2019, 28 May 2020 and 3 September 2020, the Company entered into the following continuing connected transaction agreements for a term up to 31 December 2021:

  1. the Framework Property Management Service Agreement with Shengquan Property, whereby Shengquan Property agreed to provide the Property Management Services to the Group from time to time;
  2. the Framework Decoration Service Agreement with Zhejiang Geya Decoration, whereby Zhejiang Geya Decoration agreed to provide decoration and related services to the Group from time to time; and
  3. the Huzhou Framework Decoration Service Agreement with Huzhou Geya, whereby Huzhou Geya agreed to provide decoration and related services to the Group from time to time.

As disclosed in the announcements of the Company dated 28 November 2019, 13 December 2019, 28 May 2020 and 3 September 2020, the Company further amended the existing annual caps of the relevant continuing connected transactions of the Group for the year ending 31 December 2021, and further extended the term of the Huzhou Framework Decoration Service Agreement with Huzhou Geya. Having further considered the business and development plans of the Group, the Board expected that the transaction amounts under the Framework Property Management Service Agreement for the year ending 31 December 2021 would be less than the existing annual caps. Therefore, the Board proposed to amend the existing annual cap under the Framework Property Management Service Agreement and determine the proposed annual caps for the period from 1 January 2022 to 31 December 2023 by entering into the New Framework Property Management Service Agreement with Shengquan Property.

The Board also proposed to continue to conduct the relevant continuing connected transactions with Zhejiang Geya Decoration and Huzhou Geya from time to time. Therefore, on 3 May 2021, in addition to the entering into of the aforesaid New Framework Property Management Service Agreement, the Board also proposed to enter into the New Framework Decoration Service Agreement with Zhejiang Geya Decoration and the New Huzhou Framework Decoration Service Agreement with Huzhou Geya, so as to determine the proposed annual caps for the period from 1 January 2022 to 31 December 2023.

Having further considered the business and development plans of the Group, the Board also proposed to enter into the Framework Agreement for Smart Community Solutions Services, the Framework Agreement for Commercial Consulting and Related Services and the Framework Agreement for Property Sales Assistance Services with Dexin Services for the proposed continuing connected transactions.

3

  1. THE NEW FRAMEWORK PROPERTY MANAGEMENT SERVICE AGREEMENT
    On 3 May 2021, the Company and Shengquan Property entered into the New Framework Property Management Service Agreement to (i) amend the existing annual caps under the Framework Property Management Service Agreement for the year ending 31 December 2021; and (ii) determine the proposed annual caps for the period from 1 January 2022 to 31 December 2023, in order to regulate the following transactions between the Group and Shengquan Property: (i) preliminary planning and design consultancy services; (ii) management services for the sales offices and display units; (iii)(a) house inspection; (b) pre- delivery cleaning services; (c) pre-delivery preparation; (d) repair and maintenance services for house and auxiliary facilities after delivery; and (iv) property management services (such as cleaning and security services) for the properties developed and owned by the Group (including but not limited to unsold residential property units, car parking lots, office buildings and commercial properties).
    Date
    3 May 2021
    Parties
    1. The Company (for itself and on behalf of its subsidiaries) (as the service recipient); and
    2. Shengquan Property (for itself and on behalf of its subsidiaries) (as the service provider).

Term

The New Framework Property Management Service Agreement will be effective from the date of approval of the Company by the Independent Shareholders at the EGM until 31 December 2023 (inclusive).

Key Terms and Pricing Policy

The price of the property management service fees under the New Framework Property Management Service Agreement shall be determined through arm's length negotiations between the parties by referring to (i) the size, location and positioning of the property; (ii) the scope of the services; (iii) the expected operating costs (including but not limited to labor costs, administrative costs and material costs); and (iv) the rate offered by Shengquan Property to independent third parties for comparable services. The property management service fees shall not exceed the standard fees set by the relevant government authorities (if applicable). If Shengquan Property is to be appointed as the property management service provider of the Group through bidding, the selection process shall be in accordance with the provisions of Chinese laws and regulations, the fees for the property management services shall be consistent with those set forth in the relevant bidding documents. The Group shall have the right to adopt the terms and conditions of the transaction that are most favorable to the Group after taking into account and comparing the terms and conditions proposed by Shengquan Property and other independent third parties.

The Group shall have the right to appoint the third parties to provide the relevant services for its properties for which the property service providers have not been appointed through bidding or agreement according to the provisions of Chinese laws and regulations. The Group would endeavor to solicit at least two other independent third parties to the bidding process.

4

The definitive property management agreements to be entered into between Shengquan Property and members of the Group shall only contain provisions that are consistent in all material respects with the legally binding principles, guidelines, terms and conditions contained in the New Framework Property Management Service Agreement.

Historical Transaction Amounts

Set out below are the historical transaction amounts under the Framework Property Management Service Agreement (i) for the three years ended 31 December 2018, 2019 and 2020; and (ii) for the three months ended 31 March 2021:

Historical transaction amount (RMB in thousands)

For the

three months

For the year ended

ended

31 December

31 December

31 December

31 March

2018

2019

2020

2021

Property management service fees payable to Shengquan Property

(i)

Pre-delivery property management

services

6,699

17,347

36,498

9,574

(ii)

Management and related services to the

display units, sales offices and common

area of the property projects of the

Group

12,457

42,432

52,779

12,694

Total

19,156

59,779

89,277

22,268

Amended and Proposed Annual Caps

  1. Set out below are the existing annual cap under the Framework Property Management Service Agreement and the amended proposed annual cap under the New Framework Property Management Service Agreement for the year ending 31 December 2021:

Annual cap (RMB in thousands)

For the year ending

31 December

31 December

2021

2021

Amended

Existing

proposed

annual cap

annual cap

Property management service fees

payable to Shengquan Property

176,000

93,600

5

  1. Set out below are the proposed annual caps under the New Framework Property Management Service Agreement for the two years ending 31 December 2022 and 2023.

Annual cap (RMB in thousands)

For the year ending

31 December

31 December

2022

2023

Proposed

Proposed

annual cap

annual cap

Property management service fees

payable to Shengquan Property

99,200

108,400

The amended proposed annual cap for the relevant property management service fees under the New Framework Property Management Service Agreement for the year ending 31 December 2021 is determined with reference to various factors, including

  1. based on the information available, the actual property management service fees from January to March 2021 was approximately RMB22,268,000, which only accounted for approximately 12.65% of the existing annual cap for the year ending 31 December 2021; (ii) it is the Company's new strategy not to place undue reliance on the property services provided by Shengquan Property and intend to enlarge the number of independent property management service providers; (iii) the geographical location of the property projects; (iv) the estimated duration of the pre-sale period of the property projects; (v) the human resources allocated to the related property management services; and (vi) the labor and material costs in China. As a result, due to the actual and expected demand of the property management services and the Company's new strategy, the Group anticipates a reduction in the services to be provided by Shengquan Property in the remaining period for the year ending 31 December 2021.

The proposed annual caps for the property management services under the New Framework Property Management Service Agreement for the two years ending 31 December 2022 and 2023 are determined by reference to various factors, including

  1. the total floor area of the related area served; (ii) the geographical location of the property projects; (iii) the estimated duration of the pre-sale period of the property projects; (iv) the human resources allocated to the related display units and sales offices; and (v) the labor and material costs in China, which are expected to increase steadily over the next two years.

6

  1. THE NEW FRAMEWORK DECORATION SERVICE AGREEMENT
    On 3 May 2021, the Company and Zhejiang Geya Decoration entered into the New Framework Decoration Service Agreement to determine the proposed annual caps for the period from 1 January 2022 to 31 December 2023, in order to regulate the transactions between the Group and Zhejiang Geya Decoration in relation to the provision of decoration and related services for the Group's properties, including but not limited to fine decoration of apartments, decoration of public areas and installation of doors, windows and curtain walls.
    Date
    3 May 2021
    Parties
    1. The Company (for itself and on behalf of its subsidiaries) (as the service recipient); and
    2. Zhejiang Geya Decoration (for itself and on behalf of its subsidiaries) (as the service provider).

Term

The New Framework Decoration Service Agreement will be effective from 1 January 2022 until 31 December 2023 (inclusive).

Subject Matter

Pursuant to the New Framework Decoration Service Agreement, Zhejiang Geya Decoration agrees to provide decoration and related services to the Group from time to time, including but not limited to apartment decoration, public area decoration and installation of doors, windows and curtain walls.

Key Terms and Pricing Policy

Zhejiang Geya Decoration shall provide decoration and related services to the Group based on the definitive decoration services agreements it enters into with members of the Group from time to time. The Group would endeavor to solicit at least two other independent third parties to the selection procedure. The decoration fees payable by the Group shall be determined according to the quotation submitted by Zhejiang Geya Decoration in accordance with the bidding and selection process. The definitive decoration service agreements to be entered into between Zhejiang Geya Decoration and members of the Group shall only contain provisions that are consistent in all material respects with the legally binding principles, guidelines, terms and conditions contained in the New Framework Decoration Service Agreement.

The decoration fees payable by the Group shall be determined based on the quotation submitted by Zhejiang Geya Decoration after taking into account the nature and conditions of the relevant property projects, the scope of services provided and other factors. The Group shall also determine the relevant fees by referring to the quotations submitted by other independent and comparable decoration service providers based on normal commercial terms in the ordinary course of business.

7

Historical Transaction Amounts

Set out below are (i) the historical transaction amounts for the decoration and related services provided by Zhejiang Geya Decoration for the three years ended 31 December 2018, 2019 and 2020 and for the three months ended 31 March 2021; and (ii) the existing annual cap under the Supplemental Framework Decoration Service Agreement for the year ending 31 December 2021:

Existing

annual cap

Historical transaction amount

(RMB in

(RMB in thousands)

thousands)

For the

three months

For the

For the year ended

ended

year ending

31 December

31 December

31 December

31 March

31 December

2018

2019

2020

2021

2021

Decoration service fees payable to

Zhejiang Geya Decoration

113,462

151,187

148,253

50,128

320,000

Proposed Annual Caps

Set out below are the proposed annual caps under the New Framework Decoration Service Agreement for the two years ending 31 December 2022 and 2023:

Annual cap (RMB in thousands)

For the year ending

31 December

31 December

2022

2023

Proposed

Proposed

annual cap

annual cap

Decoration service fees payable to Zhejiang Geya

Decoration

336,000

353,000

The proposed annual caps under the New Framework Decoration Service Agreement for the two years ending 31 December 2022 and 2023 are determined based on (inter alia) the following factors: (i) the historical transactions and transaction amounts for the provision of decoration and related services; (ii) the demand for the projects for which the Group may engage Zhejiang Geya Decoration for decoration is expected to remain steadily increasing over the coming two years; and (iii) the labor and material costs in China will steadily increase in the future. Based on the factors mentioned above, we expect the annual caps for the two years ending 31 December 2022 and 2023 to increase steadily compared with the historical transaction amounts during the three years ended 31 December 2018, 2019 and 2020.

8

The Board confirms that the existing annual cap for the year ending 31 December 2021 under the Supplemental Framework Decoration Services Agreement has not been exceeded as of the date of this announcement.

  1. THE NEW HUZHOU FRAMEWORK DECORATION SERVICE AGREEMENT
    On 3 May 2021, the Company and Huzhou Geya entered into the New Huzhou Framework Decoration Service Agreement to determine the proposed annual caps for the period from 1 January 2022 to 31 December 2023, in order to regulate the transactions between the Group and Huzhou Geya in relation to the provision of decoration and related services for the Group's properties, including but not limited to fine decoration of apartments, decoration of public areas and installation of doors, windows and curtain walls.
    Date
    3 May 2021
    Parties
    1. The Company (for itself and on behalf of its subsidiaries) (as the service recipient); and
    2. Huzhou Geya (for itself and on behalf of its subsidiaries) (as the service provider).

Term

The New Huzhou Framework Decoration Service Agreement will be effective from 1 January 2022 until 31 December 2023 (inclusive).

Subject Matter

Pursuant to the New Huzhou Framework Decoration Service Agreement, Huzhou Geya agrees to provide decoration and related services to the Group from time to time, including but not limited to apartment decoration, public area decoration and installation of doors, windows and curtain walls.

9

Key Terms and Pricing Policy

The Group will adhere to the following procedures when conducting transactions with Huzhou Geya under the New Huzhou Framework Decoration Service Agreement:

  1. Huzhou Geya shall provide decoration and related services to the Group according to the definitive decoration services agreements to be entered into between Huzhou Geya and members of the Group from time to time;
  2. the Group will endeavor to solicit at least two other independent third parties of the Company to participate in the selection procedures;
  3. the decoration fees payable by the Group shall be based on the fee quotes to be submitted by Huzhou Geya under selection procedures; and
  4. the definitive decoration services agreement to be entered into between Huzhou Geya and members of the Group shall only contain provisions which are consistent with the binding principles, guidelines, terms and conditions set out in the New Huzhou Framework Decoration Service Agreement.

The decoration fees payable by the Group shall be based on the fee quotes submitted by Huzhou Geya, taking into account a wide range of factors such as the nature and conditions of the relevant property projects and the scope of services to be provided.

The Group shall also determine the fees with reference to the fees quoted by other independent and comparable decoration service providers to the Group through tendering under normal commercial terms in the ordinary course of its business. Such fee quotes submitted to the Group will be subject to the selection procedures set out below:

  1. the project company will obtain service supply proposals from at least three potential service providers based on the Group's needs and the criteria set out by the operation department, at least two of whom should be independent third parties of the Company;
  2. an internal tender review committee, which comprises the general manager of the Group's regional companies and the project managers of the Group's projects, will be responsible for reviewing the terms and conditions of the tender documents; and
  3. the internal tender review committee will set up an assessment mechanism based on the scores given by the committee members to each potential bidder in relation to various aspects such as the fee quotes, credentials, quality of services of bidders or potential service providers and human resources required by the relevant property projects. The average scores of the potential bidders or potential service providers will be used by the internal tender review committee as an indicator for the selection of service provider.

10

The internal tender review committee will only approve the application of the potential bidder or potential service provider if it is considered to have a competitive advantage in the relevant market in which the Group's property projects are located.

Historical Transaction Amounts

Set out below are (i) the historical transaction amounts for the decoration and related services provided by Huzhou Geya for the two years ended 31 December 2019 and 2020 and for the three months ended 31 March 2021; and (ii) the existing annual cap under the New Huzhou Framework Decoration Service Agreement for the year ending 31 December 2021:

Existing

annual cap

Historical transaction amount

(RMB in

(RMB in thousands)

thousands)

For the

three months

For the

For the year ended

ended

year ending

31 December

31 December

31 March

31 December

2019

2020

2021

2021

Decoration service fees payable to Huzhou

Geya

20,365

40,865

9,503

45,000

Proposed Annual Caps

Set out below are the proposed annual caps under the New Huzhou Framework Decoration Service Agreement for the two years ending 31 December 2022 and 2023:

Annual cap (RMB in thousands)

For the year ending

31 December

31 December

2022

2023

Proposed

Proposed

annual cap

annual cap

Decoration service fees payable to Huzhou Geya

47,000

50,000

The annual caps for the two years ending 31 December 2022 and 2023 under the New Huzhou Framework Decoration Service Agreement were determined with reference to the total estimated decoration fees payable by the Group, taking into account (inter alia) the following factors: (i) the historical transactions and transaction amounts of Huzhou Geya providing decoration and related services; (ii) the steady increase of projects for which the Group may engage third-party service providers (including but not limited to Huzhou Geya) to provide related decoration services for the two years ending 31 December 2022 and 2023; and (iii) the labor and material costs in China will steadily increase in the future.

11

  1. THE FRAMEWORK AGREEMENT FOR SMART COMMUNITY SOLUTIONS SERVICES
    Details of the principal terms of the Framework Agreement for Smart Community Solutions Services are as follows:
    Date
    3 May 2021
    Parties
    1. The Company (for itself and on behalf of its subsidiaries) (as the service recipient); and
    2. Dexin Services (for itself and on behalf of its subsidiaries) (as the service provider).

Term

The Framework Agreement for Smart Community Solutions Services shall be effective commencing from the date of the agreement until 31 December 2023 (inclusive).

Subject Matter

Pursuant to the Framework Agreement for Smart Community Solutions Services, Dexin Services agrees to provide the Group with smart community solution services from time to time, including but not limited to providing smart community solutions with hardware and software that integrate, among other things, visitor management, traffic control, carpark management, security control, energy conservation and fire control capabilities, leveraging Internet of Things and big data for the properties developed by the Group.

The Group will adhere to the following procedures when conducting transactions with Dexin Services under the Framework Agreement for Smart Community Solutions Services:

  1. The Group will appoint the third parties to provide the relevant value-added services for its properties for which the providers of smart community solutions services have not been appointed through bidding or agreement. Meanwhile, Dexin Services shall have the right to charge fees on the smart community solutions services;
  2. Dexin Services shall provide relevant value-added services to the Group in accordance with the standards and pricing as set out in the specific smart community solutions service contracts entered into between Dexin Services and the Group; and
  3. The service fees payable by the Group shall be subject to the specific smart community solutions service contracts, and the Group shall comply with the specific payment terms of the contracts.

12

Pricing Policy

As described in the paragraph headed "Subject Matter" above, the service fees payable by the Group shall be subject to the specific smart community solutions service contracts. The price of the smart community solutions service fees shall be determined through arm's length negotiations between the parties with reference to (i) the location and conditions of the property; (ii) costs for research and development; (iii) the scope of services; (iv) anticipated operating costs (including but not limited to labor costs and material costs); (v) the rate offered by Dexin Services to independent third parties for comparable services; and (vi) the fees for similar services in the market. The Group shall have the right to adopt the terms and conditions of the transaction that are most favorable to the Group after taking into account and comparing the terms and conditions proposed by Dexin Services and any independent third party.

Historical Transaction Amounts

Set out below are the historical transaction amounts for the smart community solutions services provided by Dexin Services (i) for the three years ended 31 December 2018, 2019 and 2020; and (ii) for the three months ended 31 March 2021:

Historical transaction amount

(RMB in thousands)

For the three

For the year ended

months ended

31 December

31 December

31 December

31 March

2018

2019

2020

2021

Service fees payable

to Dexin Services

3,738

7,256

6,029

2,380

Proposed Annual Caps

Set out below are the proposed annual caps under the Framework Agreement for Smart Community Solutions Services for the three years ending 31 December 2021, 2022 and 2023:

Annual cap (RMB in thousands)

For the year ending

31 December

31 December

31 December

2021

2022

2023

Proposed

Proposed

Proposed

annual cap

annual cap

annual cap

Service fees payable to Dexin Services

17,700

19,700

20,600

The annual caps for the three years ending 31 December 2021, 2022 and 2023 under the Framework Agreement for Smart Community Solutions Services are determined with reference to the total estimated fees of relevant value-added services payable by the Group and taking into account (inter alia) the following factors: (i) expected property projects for which the Group may engage third-party service providers (including but not limited to Dexin Services) to provide relevant value-added services for the three years ending 31 December 2021, 2022 and 2023; and (ii) the number of projects and the gross floor area of the related properties requiring relevant value-added services.

13

  1. THE FRAMEWORK AGREEMENT FOR COMMERCIAL CONSULTING AND RELATED SERVICES
    Details of the principal terms of the Framework Agreement for Commercial Consulting and Related Services are as follows:
    Date
    3 May 2021
    Parties
    1. The Company (for itself and on behalf of its subsidiaries) (as the service recipient); and
    2. Dexin Services (for itself and on behalf of its subsidiaries) (as the service provider).

Term

The Framework Agreement for Commercial Consulting and Related Services shall be effective commencing from the date of the agreement until 31 December 2023 (inclusive).

Subject Matter

Pursuant to the Framework Agreement for Commercial Consulting and Related Services, Dexin Services agrees to provide the Group with commercial consulting services, including but not limited to market research and analysis, tenant sourcing and management and opening preparation services for commercial complexes developed and owned by the Group.

The Group will adhere to the following procedures when conducting transactions with Dexin Services under the Framework Agreement for Commercial Consulting and Related Services:

  1. The Group will appoint the third parties to provide the relevant value-added services for its properties for which the providers of commercial consulting and related services have not been appointed through bidding or agreement. Meanwhile, Dexin Services shall have the right to charge fees on the commercial consulting and related services;
  2. Dexin Services shall provide relevant services to the Group in accordance with the standards and pricing as set out in the specific commercial consulting and related service contracts entered into between Dexin Services and the Group; and
  3. The service fees payable by the Group shall be subject to the specific commercial consulting and related service contracts, and the Group shall comply with the specific payment terms of the contracts.

14

Pricing Policy

As described in the paragraph headed "Subject Matter" above, the service fees payable by the Group shall be subject to the specific commercial consulting and related service contracts. The pricing of commercial property consulting and related services shall be determined through arm's length negotiations between the parties with reference to (i) the size, location and positioning of the properties; (ii) the scope of services; (iii) the anticipated operation costs (including but not limited to labor costs, administration costs and material costs); and

  1. the fees for similar services and types of properties in the market. The Group shall have the right to adopt the terms and conditions of the transaction that are most favorable to the Group after taking into account and comparing the terms and conditions proposed by Dexin Services and any independent third party.

Historical Transaction Amounts

Set out below are the historical transaction amounts for the commercial consulting and related services provided by Dexin Services (i) for the three years ended 31 December 2018, 2019 and 2020; and (ii) for the three months ended 31 March 2021:

Historical transaction amount

(RMB in thousands)

For the three

For the year ended

months ended

31 December

31 December

31 December

31 March

2018

2019

2020

2021

Service fees payable to

Dexin Services

-

-

1,128

980

Proposed Annual Caps

Set out below are the proposed annual caps under the Framework Agreement for Commercial Consulting and Related Services for the three years ending 31 December 2021, 2022 and 2023:

Annual cap (RMB in thousands)

For the year ending

31 December

31 December

31 December

2021

2022

2023

Proposed

Proposed

Proposed

annual cap

annual cap

annual cap

Service fees payable to Dexin Services

6,800

6,800

6,800

The annual caps for the three years ending 31 December 2021, 2022 and 2023 under the Framework Agreement for Commercial Consulting and Related Services are determined with reference to the total estimated fees of relevant value-added services payable by the Group and taking into account (inter alia) the following factors: (i) expected property projects for which the Group may engage third-party service providers (including but not limited to Dexin Services) to provide relevant services for the three years ending 31 December 2021, 2022 and 2023; and (ii) the number of projects and the gross floor area of the related properties requiring relevant services.

15

  1. THE FRAMEWORK AGREEMENT FOR PROPERTY SALES ASSISTANCE SERVICES
    Details of the principal terms of the Framework Agreement for Property Sales Assistance Services are as follows:
    Date
    3 May 2021
    Parties
    1. The Company (for itself and on behalf of its subsidiaries) (as the service recipient); and
    2. Dexin Services (for itself and on behalf of its subsidiaries) (as the service provider).

Term

The Framework Agreement for Property Sales Assistance Services shall be effective commencing from the date of the agreement until 31 December 2023 (inclusive).

Subject Matter

Pursuant to the Framework Agreement for Property Sales Assistance Services, Dexin Services agreed to, through referral of potential buyers, provide sales assistance services to the Group in respect of the serviced apartments developed or held by the Group.

The Group will adhere to the following procedures when conducting transactions with Dexin Services under the Framework Agreement for Property Sales Assistance Services:

  1. The Group will appoint the third parties to provide the relevant services for its properties for which the providers of property sales assistance services have not been appointed through bidding or agreement. Meanwhile, Dexin Services shall have the right to charge fees on the property sales assistance services;
  2. Dexin Services shall provide relevant services to the Group in accordance with the standards and pricing as set out in the specific property sales assistance service contracts entered into between Dexin Services and the Group; and
  3. The service fees payable by the Group shall be subject to the specific property sales assistance service contracts, and the Group shall comply with the specific payment terms of the contracts.

16

Pricing Policy

As described in the paragraph headed "Subject Matter" above, the service fees payable by the Group shall be subject to the specific property sales assistance service contracts. The price of the property sales assistance service fees shall be determined through arm's length negotiations between the parties with reference to (i) the location of properties; (ii) the anticipated operational costs; (iii) the average selling price of the serviced apartments to be sold through the property sales assistance services; and (iv) the commission rates Dexin Services charge, which are comparable to the rates offered by the Group to independent third parties for similar services. The Group shall have the right to adopt the terms and conditions of the transactions that are most favorable to the Group after taking into account and comparing the terms and conditions proposed by Dexin Services and any independent third party.

Historical Transaction Amounts

Set out below are the historical transaction amounts for the property sales assistance services provided by Dexin Services (i) for the three years ended 31 December 2018, 2019 and 2020; and (ii) for the three months ended 31 March 2021:

Historical transaction amount

(RMB in thousands)

For the three

For the year ended

months ended

31 December

31 December

31 December

31 March

2018

2019

2020

2021

Service fees payable to

Dexin Services

-

-

-

2,363

Proposed Annual Caps

Set out below are the proposed annual caps under the Framework Agreement for Property Sales Assistance Services for the three years ending 31 December 2021, 2022 and 2023:

Annual cap (RMB in thousands)

For the year ending

31 December

31 December

31 December

2021

2022

2023

Proposed

Proposed

Proposed

annual cap

annual cap

annual cap

Service fees payable to Dexin Services

16,400

17,200

18,100

The annual caps for the three years ending 31 December 2021, 2022 and 2023 under the Framework Agreement for Property Sales Assistance Services are determined with reference to the total estimated fees of relevant services payable by the Group and taking into account (inter alia) the following factors: (i) expected property projects for which the Group may engage third-party service providers (including but not limited to Dexin Services) to provide relevant services for the three years ending 31 December 2021, 2022 and 2023; and (ii) the total floor area of the related properties requiring relevant services.

17

INFORMATION ON THE RELEVANT PARTIES

Information on the Group

The Group is principally engaged in the property development and construction services, property investment and hotel operations in the PRC.

Information on Dexin Services

Dexin Services is an exempted company incorporated in the Cayman Islands with limited liability and is a holding company. As at the date of this announcement, Dexin Services is owned as to approximately 70.56% by Shengfu International, a company owned as to 92% by Mr. Hu Yiping (an executive Director and a controlling shareholder of the Company) and 8% by Ms. Wei Peifen (the wife of Mr. Hu Yiping), respectively.

Information on Shengquan Property

Shengquan Property is a company established under the laws of the PRC with limited liability and is principally engaged in providing property management services. As at the date of this announcement, Shengquan Property is an indirect wholly-owned subsidiary of Dexin Services.

Information on Zhejiang Geya Decoration

Zhejiang Geya Decoration is a company established under the laws of the PRC with limited liability and is principally engaged in providing decoration services. As at the date of this announcement, Zhejiang Geya Decoration is owned as to 91.43% by Mr. Hu Yuegen, the brother of Mr. Hu Yiping.

Information on Huzhou Geya

Huzhou Geya is a company established under the laws of the PRC with limited liability and is principally engaged in providing decoration services. As at the date of this announcement, Huzhou Geya is owned as to 90% by Mr. Hu Yuegen, the brother of Mr. Hu Yiping.

18

REASONS FOR AND BENEFITS OF ENTERING INTO THE RELATED FRAMEWORK AGREEMENTS

The Group is a leading comprehensive property developer based in Zhejiang Province in the PRC. The Company is of the view that the Related Framework Agreements enable the Group to

  1. secure a stable source of the relevant services; and (b) Shengquan Property, Zhejiang Geya Decoration, Huzhou Geya and Dexin Services as stable suppliers of the relevant services in its ordinary course of business on normal commercial terms.

The New Framework Property Management Service Agreement

Based on the latest development direction of the Company in property development, the Company is targeting to expand the property management service provider network by working with different service providers. Further, the historical transaction amount for the three months ended 31 March 2021 under the Framework Property Management Service Agreement was relatively low. The entering into of the New Framework Property Management Service Agreement enables the Company to enlarge the property management service provider network by reducing the undue reliance placed on the services provided and to be provided by Shengquan Property going forward.

The New Framework Decoration Service Agreement

Based on the established long-term cooperation relationship between Zhejiang Geya Decoration and the Group, Zhejiang Geya Decoration is a reliable and co-operative supplier and has been able to meet the stringent demands of the Group for the decoration services provided by them to the Group. As compared to other service providers who are independent third parties, it generally maintains better and more efficient communication with the Group and more thorough understanding of the quality standards of the property projects of the Group and its requirements of the services needed.

The New Huzhou Framework Decoration Service Agreement

The Group does not engage in the provision of the decoration services and therefore the decoration and related services to properties of the Group have been provided by third-party service providers, such as Huzhou Geya.

Taking into account various factors such as credentials, fee quotes, qualifications, experience and quality of services of Huzhou Geya, the Group plans to engage Huzhou Geya as a decoration service provider to the Group by entering into the New Huzhou Framework Decoration Service Agreement. The Group intends to continue to adopt the above selection criteria for the engagement of decoration service providers.

Huzhou Geya is a professional decoration services firm which provides decoration and related services to the Group and other third party customers.

Huzhou Geya is a sister company of Zhejiang Geya Decoration, as both are controlled by Mr. Hu Yuegen, the brother of Mr. Hu Yiping. As advised by the management of Zhejiang Geya Decoration and Huzhou Geya, while both companies provide decoration services, it is their recent strategy that Zhejiang Geya Decoration principally provides fine decoration services while Huzhou Geya principally provides decoration services for projects other than fine decorations, such as installation of fire door and windows. Hence, Zhejiang Geya Decoration and Huzhou Geya intend to be engaged for different decoration services respectively.

19

The Framework Agreement for Smart Community Solutions Services, the Framework Agreement for Commercial Consulting and Related Services, and the Framework Agreement for Property Sales Assistance Services

Based on the established long-term cooperation relationship between members of Dexin Services and the Group, Dexin Services has a track record of providing reliable, efficient and satisfactory pre-delivery property management services to the Group. As compared to other service providers who are independent third parties, it generally maintains better and more efficient communication with the Group and more thorough understanding of the conditions of the property projects of the Group and its requirements of the services needed.

The terms of the Related Framework Agreements are agreed upon after arm's length negotiations between the Group and the relevant Service Providers.

The Directors (other than the independent non-executive Directors who will express their views after considering the advice from the Independent Financial Adviser) consider that the transactions under the New Framework Property Management Service Agreement, the New Framework Decoration Service Agreement and the New Huzhou Framework Decoration Service Agreement (including the amended and/or proposed annual caps for the three years ending 31 December 2021, 2022 and 2023 thereunder) are fair and reasonable and on normal commercial terms, and to be conducted in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

The Directors (including the independent non-executive Directors) consider that the transactions under the Framework Agreement for Smart Community Solutions Services, the Framework Agreement for Commercial Consulting and Related Services, and the Framework Agreement for Property Sales Assistance Services (including the proposed annual caps for the three years ending 31 December 2021, 2022 and 2023 thereunder) are fair and reasonable and on normal commercial terms no less favorable to the Company than terms available to independent third parties of the Company, and to be conducted in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

20

INTERNAL CONTROL PROCEDURES

In addition to the annual review by the auditors and independent non-executive Directors pursuant to the requirements of Chapter 14A of the Listing Rules, as part of the Group's internal control systems to ensure that the transactions between the Group and its connected persons are conducted in accordance with the pricing policy under the Related Framework Agreements, the Company will implement the following internal control arrangements:

  1. Before entering into individual transactions, the finance department and if applicable, certain other relevant departments of the Group will review the proposed terms of the individual transactions and discuss with the relevant departments of the Group to ensure that the individual transactions are conducted on normal commercial terms and in compliance with the pricing policies of the Group before the relevant departments approve the finalised transaction agreements according to their authority within the Group.
  2. The finance department of the Company is responsible for overseeing the connected transactions of the Group. The finance department of the Company will monitor and collect detailed information on the connected transactions on a regular basis, including but not limited to the implementation of pricing policies, payment arrangements and actual transaction amounts to ensure that the connected transactions are conducted in accordance with the Related Framework Agreements. In addition, the finance department of the Company is responsible for monitoring and reviewing the balance amount of the annual cap for the continuing connected transactions on a monthly basis. If the annual cap for the continuing connected transactions is expected to be exceeded for a particular year, the finance department of the Company will report to the management of the Company and take appropriate measures in accordance with the relevant requirements of the Listing Rules.
  3. The internal control department of the Company is responsible for performing regular assessment on the internal control procedures of the Group, including but not limited to the relevant information on the management of the continuing connected transactions.
  4. The senior management of the Company is responsible for supervising and monitoring the adoption of internal control procedures of the Group, so as to ensure the implementation of pricing policies is in compliance with the Related Framework Agreements and the actual transaction amounts are controlled within its respective annual caps. The senior management of the Company also reviews the implementation of pricing policies and the monitoring of annual caps annually.

The Board is of the view that the implementation of the above methods and procedures can ensure that the pricing and other contract terms for the Group's continuing connected transactions are on normal commercial terms no less favorable to the Company than terms available to independent third parties of the Company, fair and reasonable and in the interests of the Company and the Shareholders and that the continuing connected transactions are conducted as agreed in the Related Framework Agreements and in compliance with Chapter 14A of the Listing Rules.

21

DIRECTORS' CONFIRMATION

In light of the interests of Mr. Hu Yiping and Mr. Hu Shihao (the son of Mr. Hu Yiping) in Dexin Services, Zhejiang Geya Decoration and Huzhou Geya as further explained in the section headed "Implications under the Listing Rules" below, each of them has abstained from voting on the resolutions of the Board in respect of the Related Framework Agreements and the transactions contemplated thereunder pursuant to the articles of association of the Company and requirements under the Listing Rules.

Save as disclosed above, none of the other Directors has a material interest in the Related Framework Agreements and the transactions contemplated thereunder and hence no other Director has abstained from voting on the relevant resolutions of the Board.

IMPLICATIONS UNDER THE LISTING RULES

The New Framework Property Management Service Agreement

As at the date of this announcement, Shengquan Property is an indirect wholly-owned subsidiary of Dexin Services. Shengquan Property is therefore a connected person of the Company. Accordingly, the entering into of the New Framework Property Management Service Agreement and the transactions contemplated thereunder (including the amendment of the existing annual caps) constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

The New Framework Decoration Service Agreement and the New Huzhou Framework Decoration Service Agreement

As at the date of this announcement, Zhejiang Geya Decoration and Huzhou Geya are respectively owned as to 91.43% and 90% by Mr. Hu Yuegen, the brother of Mr. Hu Yiping. Zhejiang Geya Decoration and Huzhou Geya are therefore connected persons of the Group. Accordingly, the entering into of the New Framework Decoration Service Agreement and the New Huzhou Framework Decoration Service Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

22

The Framework Agreement for Smart Community Solutions Services, the Framework Agreement for Commercial Consulting and Related Services and the Framework Agreement for Property Sales Assistance Services

As at the date of this announcement, Dexin Services is owned as to 70.56% by Shengfu International which is owned as to 92% by Mr. Hu Yiping (an executive Director and a controlling shareholder of the Company) and 8% by Ms. Wei Peifen (the wife of Mr. Hu Yiping), respectively. Dexin Services is therefore a connected person of the Company. Accordingly, the entering into of the Framework Agreement for Smart Community Solutions Services, the Framework Agreement for Commercial Consulting and Related Services and the Framework Agreement for Property Sales Assistance Services and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the amended and/or proposed annual caps for the two/three years ending 31 December 2021, 2022 and 2023 for the transactions contemplated under the New Framework Property Management Service Agreement, the New Framework Decoration Service Agreement and the New Huzhou Framework Decoration Service Agreement, on an aggregated basis, exceed 5%, the annual caps for such transactions are subject to the reporting, annual review, announcement, circular and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the annual caps for the transactions contemplated under each of the Framework Agreement for Smart Community Solutions Services, the Framework Agreement for Commercial Consulting and Related Services and the Framework Agreement for Property Sales Assistance Services for the three years ending 31 December 2021, 2022 and 2023, are more than 0.1% but less than 5%, the annual caps for such transactions are subject to the reporting, annual review and announcement requirements but are exempt from the circular and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee, comprising all the independent non-executive Directors, has been formed in accordance with Chapter 14A of the Listing Rules to advise the Independent Shareholders in respect of the terms of (i) the New Framework Property Management Service Agreement and the amended and/or proposed annual caps for the three years ending 31 December 2021, 2022 and 2023 thereunder; and (ii) the New Framework Decoration Service Agreement and the New Huzhou Framework Decoration Service Agreement and the proposed annual caps for the two years ending 31 December 2022 and 2023 thereunder. In this connection, the Company has appointed Opus Capital as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the same matters.

23

EGM

The EGM will be convened, inter alia, for the Independent Shareholders to consider and, if thought fit, approve the terms of (i) the New Framework Property Management Service Agreement and the amended and/or proposed annual caps for the three years ending 31 December 2021, 2022 and 2023 thereunder; and (ii) the New Framework Decoration Service Agreement and the New Huzhou Framework Decoration Service Agreement and the proposed annual caps for the two years ending 31 December 2022 and 2023 thereunder.

Mr. Hu Yiping and his associates are interested in the New Framework Agreements and the transactions contemplated thereunder and therefore will be required to abstain from voting on the resolutions at the EGM. As at the date of this announcement, Mr. Hu Yiping holds and controls the voting rights of 1,889,240,000 Shares, representing approximately 69.94% of the total issued share capital of the Company. Save as aforementioned, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the New Framework Agreements and the transactions contemplated thereunder and therefore no other Shareholder is required to abstain from voting at the EGM for the relevant resolutions.

A circular containing, among other things, (i) further details of the New Framework Property Management Service Agreement and the respective amended and/or proposed annual caps for the three years ending 31 December 2021, 2022 and 2023 thereunder; and the New Framework Decoration Service Agreement and the New Huzhou Framework Decoration Service Agreement and the proposed annual caps for the two years ending 31 December 2022 and 2023; (ii) a letter from the Independent Board Committee containing its recommendation to the Independent Shareholders;

  1. a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders; (iv) other information as required under the Listing Rules; and (v) a notice convening the EGM, is expected to be despatched to the Shareholders on or around 24 May 2021.

DEFINITIONS:

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:

"associate(s)"

"Board"

"Company"

has the meaning ascribed thereto under the Listing Rules

the board of Directors

Dexin China Holdings Company Limited (德信中国控股有限公司), a company incorporated under the laws of the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2019)

"connected person(s)" has the meaning ascribed thereto under the Listing Rules

"controlling shareholder(s)" has the meaning ascribed thereto under the Listing Rules

24

"Dexin Holding"

"Dexin Services"

Dexin Holding Group Limited* (德信控股集團有限公司), a limited liability company established in the PRC and is owned as to 91.61% by Mr. Hu Yiping and 8.39% by Ms. Wei Peifen

Dexin Services Group Limited* (德信服務集團有限公司), a company established under the laws of the Cayman Islands with limited liability

"Director(s)"

"EGM"

the director(s) of the Company

the extraordinary general meeting of the Company to consider and, if thought fit, approve, among other things, the terms of the New Framework Agreements and the respective amended and/or proposed annual caps for the three years ending 31 December 2021, 2022 and 2023 thereunder

"Framework Agreement for Commercial Consulting and Related Services"

the framework agreement dated 3 May 2021 entered into between the Company and Dexin Services for the provision of commercial consulting and related services by Dexin Services to the Group for its property development projects for a term from the date of the agreement and up to 31 December 2023

"Framework Agreement for Smart Community Solutions Services"

the framework agreement dated 3 May 2021 entered into between the Company and Dexin Services for the provision of value-added services by Dexin Services to the Group for its property development projects for a term from the date of the agreement and up to 31 December 2023

"Framework Agreement for Property Sales Assistance Services"

the framework agreement dated 3 May 2021 entered into between the Company and Dexin Services for the provision of property sales assistance services by Dexin Services to the Group for its property development projects for a term from the date of the agreement and up to 31 December 2023

"Framework Decoration

the framework decoration service agreement dated 1 February 2019

Service Agreement"

entered into between the Company and Zhejiang Geya Decoration to

govern the provision of decoration and related services to the Group

for its property development projects for a term up to 31 December

2021, as supplemented by the supplemental agreement dated 13

December 2019 and the Supplemental Framework Decoration

Service Agreement

"Framework Property

the framework property management service agreement dated 1

Management Service

February 2019 entered into between the Company and Shengquan

Agreement"

Property to govern the provision of Property Management Services

by Shengquan Property to the Group for its property development

projects for a term up to 31 December 2021, as supplemented by the

supplemental agreement dated 13 December 2019, the Supplemental

Framework Property Management Service Agreement and the

Second Supplemental Framework Property Management Service

Agreement

25

"Group"

"Hong Kong"

"Huzhou Framework

Decoration Service

Agreement"

"Huzhou Geya"

"Independent Board Committee"

"Independent Financial

Adviser" or

"Opus Capital"

"Independent Shareholder(s)"

"Listing Rules"

"New Framework

Agreements"

"New Framework

Decoration

Service Agreement"

the Company and its subsidiaries

the Hong Kong Special Administrative Region of the PRC

the amended framework decoration service agreement dated 13 December 2019 entered into between the Company and Huzhou Geya to govern the provision of decoration and related services to the Group for its property development projects for a term from the date of the agreement and up to 31 December 2021, as supplemented by the new Huzhou Framework Decoration Service Agreement dated 28 May 2020

Huzhou Geya Doors and Windows Co., Ltd.* (湖州格雅門窗有限公

), a company established under the laws of the PRC with limited liability

the independent board committee of the Company comprising all the independent non-executive Directors established pursuant to the Listing Rules to advise the Independent Shareholders in relation to the terms of the New Framework Agreements and the respective amended and/or proposed annual caps for the three years ending 31 December 2021, 2022 and 2023 thereunder

Opus Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the New Framework Agreements and the respective amended and/ or proposed annual caps for the three years ending 31 December 2021, 2022 and 2023 thereunder

the Shareholder(s) other than Mr. Hu Yiping and his associates

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

the New Framework Property Management Service Agreement, the New Framework Decoration Service Agreement and the New Huzhou Framework Decoration Service Agreement

the agreement dated 3 May 2021 entered into between the Company and Zhejiang Geya Decoration for renewing the Framework Decoration Service Agreement for a further period of two years and the proposed annual caps thereunder

26

"New Framework Property

the agreement dated 3 May 2021 entered into between the Company

Management Service

and Shengquan Property to amend the existing annual cap for the

Agreement"

Framework Property Management Service Agreement for the year

ending 31 December 2021 and renewing the Framework Property

Management Service Agreement for a further period of two years

and the proposed annual caps thereunder

"New Huzhou Framework

the new framework decoration service agreement dated 3 May 2021

Decoration Service

entered into between the Company and Huzhou Geya to govern the

Agreement"

provision of decoration and related services to the Group for its

property development projects

"PRC"

the People's Republic of China, for the purpose of this announcement

only, excluding Hong Kong, Macau Special Administrative Region

of the PRC and Taiwan

"Property Management

the various property management services including pre-delivery

Services"

property management services and management services to display

units, sales offices and common area

"Prospectus"

the prospectus of the Company dated 14 February 2019

"Related Framework

the New Framework Property Management Service Agreement,

Agreements"

the New Framework Decoration Service Agreement, the New

Huzhou Framework Decoration Service Agreement, the Framework

Agreement for Smart Community Solutions Services, the Framework

Agreement for Commercial Consulting and Related Services and the

Framework Agreement for Property Sales Assistance Services

"RMB"

Renminbi, the lawful currency of the PRC

"Second Supplemental

the agreement dated 3 September 2020 entered into between the

Framework Property

Company and Shengquan Property for further amending the existing

Management Service

annual caps for the Framework Property Management Services

Agreement"

Agreement for the two years ended/ending 31 December 2020 and

2021

"Service Providers"

Shengquan Property, Huzhou Geya, Zhejiang Geya Decoration and

Dexin Services

"Share(s)"

the share(s) in the share capital of the Company with par value of

US$0.0005 each

"Shareholder(s)"

holder(s) of the Share(s)

"Shengfu International"

Shengfu International Limited (盛富國際有限公司), a company

incorporated in the BVI with limited liability and one of the

controlling shareholders of Dexin Services

27

"Shengquan Holding"

"Shengquan Property"

Shengquan Holding Co., Ltd.* (盛全控股有限公司), a company established under the laws of the PRC with limited liability and a wholly-owned subsidiary of Dexin Holding

Dexin Shengquan Property Services Co. Ltd. (德信盛全物業服務有

限公司) (formerly known as ShengQuan Property Service Co., Ltd.* (盛全物業服務股份有限公司)), a company established under the

laws of the PRC with limited liability and an indirect wholly-owned subsidiary of Dexin Services

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Supplemental Framework

the agreement dated 28 May 2020 entered into between the Company

Decoration Service

and Zhejiang Geya Decoration to amend the existing annual caps

Agreement"

for the Framework Decoration Services Agreement for the two years

ended/ending 31 December 2020 and 2021

"Supplemental Framework

the agreement dated 28 May 2020 entered into between the Company

Property Management

and Shengquan Property to amend the existing annual caps for the

Service Agreement"

Framework Property Management Service Agreement for the two

years ended/ending 31 December 2020 and 2021

"US$"

US dollar(s), the lawful currency of the United States of America

"Zhejiang Geya Decoration" Zhejiang Geya Decoration Co., Ltd.* (浙江格雅裝飾有限公司), a

company established under the laws of the PRC with limited liability

"%"

per cent

By order of the Board

Dexin China Holdings Company Limited

Hu Yiping

Chairman

Hong Kong, 3 May 2021

As of the date of this announcement, the Board of Directors of the Company comprises Mr. Hu Yiping, Mr. Fei Zhongmin and Ms. Shan Bei as executive Directors, Mr. Hu Shihao as a non-executive Director, and Dr. Wong Wing Kuen Albert, Mr. Ding Jiangang and Mr. Chen Hengliu as independent non-executive Directors.

  • For identification purposes only

28

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Dexin China Holdings Company Ltd. published this content on 03 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 May 2021 14:54:06 UTC.