DMALL (02586.HK) Moves to Renew Connected-Party Cloud and Leasing Deals; Sets RMB 2.04 billion Annual Cap for 2027-2029 Core Service Transactions

Bulletin Express
Mar 18

DMALL Inc. (02586.HK) announced the execution of a series of framework agreements on 18 March 2026 to extend and revise its continuing connected transactions with related parties for the period 2027-2029.

Key Agreements Signed 1. 2027 Wumei Retail Core Service Cloud Framework Agreement – amends the existing cloud-service deal and runs through 31 December 2043. 2. 2027 Agreements – three-year renewals covering: • Dmall Fresh Retail Core Service Cloud Framework Agreement • Wumei Framework Agreement (property and advertising leases) • MDL Wholesale Framework Agreement (property leases) • Dmall Fresh Marketing Resource Framework Agreement

Retail Core Service Cloud Solutions • Counterparties: Wumei Technology associates and MDL Wholesale Group (aggregated), plus Dmall Fresh Group. • Historical aggregate revenue from Wumei Technology associates and MDL Wholesale Group: RMB 1.08 billion in 2024, RMB 1.43 billion in 2025, and RMB 247.20 million for the first two months of 2026. • Historical revenue from Dmall Fresh Group: RMB 19.60 million in 2025. • Proposed annual caps (2027-2029): – Wumei Technology associates and MDL Wholesale Group (combined): RMB 2.04 billion per year. – Dmall Fresh Group: RMB 30.00 million per year.

Property & Advertising Leases • Wumei Framework Agreement – Office leases in Beijing: annual caps of RMB 3.00 million (2027), RMB 16.80 million (2028) and RMB 3.20 million (2029). – Advertising space leases: RMB 15.00 million per year for 2027-2029. • MDL Wholesale Framework Agreement – Shanghai office leases: RMB 0.50 million per year for 2027-2029.

Marketing Resources • Dmall Fresh Marketing Resource Framework Agreement sets an annual cap of RMB 1.00 million for each of the three years.

Listing Rules Implications • The aggregated annual caps for cloud-service deals with Wumei Technology associates and MDL Wholesale Group exceed the 5 % percentage ratio under Chapter 14A, requiring reporting, announcement, circular, annual review and independent shareholders’ approval. • Other transactions fall between 0.1 % and 5 %, mandating reporting and announcement but exempting them from circular and independent shareholders’ approval.

Governance Measures • An Independent Board Committee and Maxa Capital Ltd. have been appointed to advise independent shareholders on the fairness of the 2027 Wumei Retail Core Service Cloud Framework Agreement and its annual caps. • Executive Director Mr. Zhang Feng has abstained from voting on matters involving Dmall Fresh, in which he holds a 51 % interest.

Next Steps The proposals will be put to independent shareholders at the 2026 Annual General Meeting. A circular detailing the agreements and the Independent Financial Adviser’s opinion is expected within 15 business days of the announcement.

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