Company: Dmall Inc.
Key announcement date: 17 April 2026
Annual General Meeting (AGM): 5 June 2026, 11:00 a.m., Floor 15, Block B, Haidian Culture and Art Building, Beijing
—————————————————— Continuing Connected Transactions
• Dmall and Wumei Technology signed an amended “2027 Wumei Retail Core Service Cloud Framework Agreement”, extending the existing arrangement to 31 December 2043 and enlarging the counterparty scope to Wumei Technology’s associates (excluding MDL Wholesale Group and Yinchuan Xinhua Group).
• Retail Core Service Cloud Solutions now cover AI retail core solutions plus AI retail value-added services, including intelligent cashier, marketing and other AI-powered modules.
• A parallel framework with MDL Wholesale (dated 8 November 2024) remains in force to 31 December 2044.
• Proposed annual caps for combined transactions with Wumei Technology associates and MDL Wholesale Group: – 2027: RMB2.04 billion – 2028: RMB2.04 billion – 2029: RMB2.04 billion • Of which Wumei Technology associates: RMB1.93 billion each year • MDL Wholesale Group: RMB106.00 million each year
• Historical utilisation: FY 2025 aggregated spending reached RMB1.43 billion (about 90% of the 2025 cap).
• Independent Board Committee and Maxa Capital Limited recommend the caps and terms as fair and reasonable; Independent Shareholders’ approval is required.
—————————————————— General & Repurchase Mandates
• Board seeks authority to issue new Shares (and/or transfer treasury Shares) up to 20% of issued share capital and to repurchase Shares up to 10%; an extension equal to repurchased Shares is also proposed.
—————————————————— Board & Auditor Matters
• Re-election proposed: – Executive Director: Zhang Feng – Non-executive Directors: Curtis Alan Ferguson, Chen Zhiyu, Wang Zhenghao
• Auditor: KPMG nominated for re-appointment; Board to fix remuneration.
—————————————————— Voting & Record Date
• Register of members closes 2 – 5 June 2026. • Dr. Zhang Wenzhong and related parties (holding 56.75% of issued Shares excluding treasury Shares) will abstain from voting on the connected-transaction resolutions. • All other resolutions will be decided by poll.
—————————————————— Implication
Renewal of the Wumei and MDL frameworks secures long-term revenue visibility, while new mandates preserve capital-market flexibility. Shareholders’ approval at the June AGM is pivotal for implementation.