Mr. Philip Lo reports

CHINA KELI ELECTRIC REACHES TO AGREEMENT TO ACQUIRE DGEN TECHNOLOGIES

China Keli Electric Company Ltd. has entered into a share exchange agreement dated Dec. 9, 2025, with DGEN Technologies Corp. and the shareholders of DGEN to acquire all of the issued and outstanding shares of DGEN in exchange for: (i) seven million common shares of the company; and (ii) seven million common share purchase warrants, to be issued to the vendors on closing of the transaction. Each warrant will entitle the holder thereof to acquire one shares at a price of 25 cents for a period of 24 months following the completion of the transaction. If completed, the transaction will constitute a reverse takeover of the company.

The company intends to carry on DGEN's business, as described below. As a result, if completed, the transaction will also constitute a change of business for the company. In connection with this announcement, the company has requested a halt in the trading of its stock, which is expected to remain in place until completion of the transaction.

About DGEN Technologies Corp.

DGEN is a full-stack, cloud-native payment infrastructure company that unifies point-of-sale (POS), kiosk and mobile payment systems into a seamless, scalable platform. Leveraging subsecond processing speeds, elastic microservices architecture and built-in regulatory compliance (including know your client), DGEN enables merchants to reduce transaction costs, eliminate technological friction and improve customer checkout experiences across all channels. With modular design and global-scale infrastructure, DGEN's solution aims to outperform major incumbents (for example, Stripe and Square) -- offering superior economics and flexibility as merchants grow, while streamlining operations and paving the way for unified commerce globally.

Concurrent financing

In connection with completion of the transaction, the company intends to undertake a non-brokered private placement of up to $750,000, at a price to be determined at a later date. All securities issued in connection with the financing will be subject to a four-month-and-one-day statutory hold period.

Transaction terms

Upon closing of the transaction, DGEN will become a wholly owned subsidiary of the company. The company expects to carry on the business of DGEN following the closing of the transaction, as described above. As part of the closing of the RTO, the company anticipates changing its name from China Keli Electric Company Ltd. to a name to be determined by the parties at a later date. The company is at arm's length from DGEN and the vendors. No finders' fees or commissions are payable in connection with the transaction.

In connection with the transaction, Cole Goodwin, chief executive officer of DGEN, will be added to the board of directors and will serve as chief executive officer. No other changes to the company's directors and officers are expected in connection with the transaction. The company anticipates that its board and management will consist of: (i) Cole Goodwin, director and chief executive officer; (ii) Phillip Lo, chief financial officer and director; (iii) Sean L. Webster, director; and (iv) Yee Man Cheung, director, following the transaction.

The company is applying for listing of its common shares on the Canadian Securities Exchange and a concurrent delisting from the TSX Venture Exchange. Listing of the common shares will be subject to the company completing the transaction and satisfying all of the listing requirements of the CSE. Similarly, the delisting of the common shares from the TSX-V will be subject to the company being conditionally accepted for listing on the CSE and satisfying the delisting requirements of the TSX-V. Closing of the transaction is subject to the satisfaction of customary closing conditions, including the company having completed the financing, the CSE having conditionally accepted the listing of the company and the TSX-V having accepted the voluntary delisting of the company, as well as applicable director and shareholder approvals, including the approval of the shareholders of the company, if applicable. The transaction cannot close until the required approvals are obtained and the company's common shares have been delisted from the TSX-V. There can be no assurance that the transaction will be completed as proposed or at all or that the company's common shares will be listed and posted for trading on any stock exchange.

A copy of the exchange agreement is available under the company's profile on SEDAR+.

The company also notes that Alan Chan has resigned as a director of the company, effective immediately, to focus on other ventures. The board of directors thanks Mr. Chan for his previous service to the company.

About China Keli Electric Company Ltd.

China Keli is currently without an active business and is listed on the NEX board of the TSX-V.

We seek Safe Harbor.