Dexin China : FURTHER ANNOUNCEMENT IN RELATION TO CONTINUING CONNECTED TRANSACTIONS (1) REVISION OF 2019 ANNUAL CAPS AND (2) THE AMENDED HUZHOU FRAMEWORK DECORATION SERVICE AGREEMENT

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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)

FURTHER ANNOUNCEMENT

IN RELATION TO CONTINUING CONNECTED TRANSACTIONS

1. 1. REVISION OF 2019 ANNUAL CAPS AND
2. THE AMENDED HUZHOU FRAMEWORK DECORATION SERVICE AGREEMENT

Reference is made to the announcement of Dexin China Holdings Company Limited (the "Company" ) dated November 28, 2019 in relation to (i) revision of annual caps of certain continuing connected transactions of the Company; and (ii) the Huzhou Framework Decoration Service Agreement (the "Announcement" ). Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the Announcement.

THE SECOND SUPPLEMENTAL FRAMEWORK AGREEMENTS AND THE AMENDED HUZHOU FRAMEWORK DECORATION SERVICE AGREEMENT

Having further considered the business and operation plans of the Group, on December 13, 2019:

1. the Company and ShengQuan Property Service entered into the Second Supplemental Framework Property Management Service Agreement, pursuant to which the Company and ShengQuan Property Service agreed not to revise the annual caps for the two years ending December 31, 2020 and 2021 (i.e. such annual caps shall remain unchanged as disclosed in the Prospectus) whereas the annual cap for the year ending December 31, 2019 shall be revised as disclosed in the Announcement;
2. the Company and Zhejiang Geya Decoration entered into the Second Supplemental Framework Decoration Service Agreement, pursuant to which the Company and Zhejiang Geya Decoration agreed not to revise the annual caps for the two years ending December 31, 2020 and 2021 (i.e. such annual caps shall remain unchanged as disclosed in the Prospectus) whereas the annual caps for the year ending December 31, 2019 shall be revised as disclosed in the Announcement; and

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1. the Company and Huzhou Geya entered into the Amended Huzhou Framework Decoration Service Agreement for a term up to December 31, 2019 only, pursuant to which the Company and Huzhou Geya agreed to set annual cap for the year ending December 31, 2019 as RMB30 million whereas no annual caps for the two years ending December 31, 2020 and 2021 will be set thereunder.

The Second Supplemental Framework Agreements and the Amended Huzhou Framework Decoration Service Agreement will replace and supersede the Supplemental Framework Agreements and the Huzhou Framework Decoration Service Agreement in their entirety. Save as disclosed above, the principal terms of the Second Supplemental Framework Agreements and the Amended Huzhou Framework Decoration Service Agreement are the same as the Supplemental Framework Agreements and the Huzhou Framework Decoration Service Agreement as disclosed in the Announcement, respectively.

DIRECTORS' CONFIRMATION

The terms of each of the Second Supplemental Framework Agreements and the Amended Huzhou Framework Decoration Service Agreement are agreed upon after arm' s length negotiations between the Group and the relevant Services Providers.

The Directors (including the independent non-executive Directors) consider that the terms of each of the Second Supplemental Framework Agreements and the revised annual caps for the year ending December 31, 2019 and the terms of the Amended Huzhou Framework Decoration Service Agreement and the annual cap for the year ending December 31, 2019 are fair and reasonable and on normal commercial terms no less favourable to the Company than terms available to independent third parties of the Company and that the entering into of the Second Supplemental Framework Agreements and the Amended Huzhou Framework Decoration Service Agreement is in the ordinary and usual course of business of the Group and is in the best interest of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the revised annual caps for the transactions contemplated under the Second Supplemental Framework Agreements for the year ending December 31, 2019 and the annual cap for the transactions contemplated under the Amended Huzhou Framework Decoration Service Agreement for the year ending December 31, 2019, on an aggregated basis, are more than 0.1% but less than 5%, the entering into of the Second Supplemental Framework Agreements and the Amended Huzhou Framework Decoration Service Agreement (including the annual caps thereunder) are subject to the reporting, announcement and annual review requirements but are exempt from the circular (including independent financial advice) and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

Subject to the finalization of the business and development plans of the Group for the years 2020 and 2021, the Company may make further revisions to the annual caps for the relevant continuing connected transactions of the Group for the two years ending December 31, 2020 and 2021 and further extend the term of the Amended Huzhou Framework Decoration Service Agreement. The Company will issue further announcement(s) to keep the Shareholders and potential investors of the Company informed of the latest development as and when appropriate in accordance with the Listing Rules.

Save as disclosed herein, there is no other material change to the disclosure in the Announcement.

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DEFINITIONS
"Amended Huzhou	the amended framework decoration service agreement dated
Framework Decoration	December 13, 2019 entered into between the Company and Huzhou
Service Agreement"	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 Huzhou Framework Decoration Service Agreement and
	up to December 31, 2019, which replaces and supersedes the Huzhou
	Framework Decoration Service Agreement in its entirety
"Second Supplemental	collectively, the Second Supplemental Framework Decoration
Framework Agreements" Service Agreement and the Second Supplemental Framework
	Property Management Service Agreement
"Second Supplemental	the second supplemental agreement to the Framework Decoration
Framework Decoration	Service Agreement dated December 13, 2019 and entered into
Service Agreement"	between the Company and Zhejiang Geya Decoration to amend the
	annual cap for the year ending December 31, 2019, which replaces
	and supersedes the Supplemental Framework Decoration Service
	Agreement in its entirety
"Second Supplemental	the second supplemental agreement to the Framework Property
Framework Property	Management Service Agreement dated December 13, 2019 and
Management Service	entered into between the Company and ShengQuan Property
Agreement"	Service to amend the annual cap for the year ending December 31,
	2019, which replaces and supersedes the Supplemental Framework
	Property Management Service Agreement in its entirety

By order of the Board

Dexin China Holdings Company Limited

Hu Yiping

Chairman

Hong Kong, December 13, 2019

As of the date of this announcement, the Board of Directors of the Company comprises Mr. Hu Yiping, Mr. Fei Zhongmin and Ms. Feng Xia 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.

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