File: '\\swfile\EmailIn\20251212 093802 Attachment China Keli - DGEN - News Release (Definitive Agreement).docx'

LEGAL*70289889.4

DRAFT 12/12/25 9:34AM

LEGAL*70289889.4

DRAFT 12/12/25 9:34AM

CHINA KELI ELECTRIC REACHES TO AGREEMENT TO ACQUIRE DGEN TECHNOLOGIES

Vancouver, British Columbia - December 12, 2025 - China Keli Electric Company Ltd. (the "Company") (NEX: ZKL) is pleased to announce that it has entered into a share exchange agreement (the "Exchange Agreement") dated December 9, 2025 with DGEN Technologies Corp. ("DGEN") and the shareholders of DGEN (collectively, the "Vendors") to acquire (the "Transaction") all of the issued and outstanding shares of DGEN in exchange for: (i) 7,000,000 common shares of the Company (each, a "Share"); and (ii) 7,000,000 common share purchase warrants (each, a "Warrant"), 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 $0.25 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 sub-second processing speeds, elastic microservices architecture, and built-in regulatory compliance (including KYC), 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 (e.g., Stripe, 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 (the "Financing") 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 arms-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, CEO 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 (the "CSE") and a concurrent delisting from the TSX Venture Exchange (the "TSXV"). 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 TSXV will be subject to the Company being conditionally accepted for listing on the CSE and satisfying the delisting requirements of the TSXV. 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 TSXV 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 TSXV. 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+ at www.sedarplus.ca.

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

China Keli is currently without an active business and is listed on the NEX Board of the TSX Venture Exchange.

For further information, please contact:

CHINA KELI ELECTRIC COMPANY LTD.

Philip Lo, Chief Executive Officer

Tel. No.: (852) 5138 1632

Email: philip3336@126.com

This news release contains "forward-looking statements" within the meaning of applicable Canadian securities laws, including, without limitation, statements with respect to: the proposed Transaction and related transactions; the terms, structure and expected timing of the RTO; the anticipated business of the Company following completion of the Transaction; the expected delisting of the Common Shares from the TSXV and the proposed listing of the Common Shares on the Canadian Securities Exchange; the anticipated changes to the directors and officers of the Company; and the satisfaction of the conditions to closing of the Transaction, including receipt of applicable shareholder, director, TSXV and CSE approvals. Forward-looking statements are necessarily based on a number of assumptions that, while considered reasonable by management at the date of this news release, are inherently subject to significant business, economic, regulatory and competitive uncertainties and contingencies. Assumptions used to develop such forward-looking statements include, but are not limited to: the ability of the parties to satisfy the conditions to closing of the Transaction; the ability of the Company to receive all necessary regulatory, shareholder and other approvals; the state of the financial markets; the Company's ability to meet the CSE's initial listing requirements; and the absence of unforeseen delays or events that would prevent the completion of the Transaction.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the risk that the Transaction may not be completed on the terms announced or at all; the risk that required regulatory or shareholder approvals will not be obtained; risks relating to the Company's ability to satisfy the CSE's listing requirements; risks associated with carrying on the business of DGEN following completion of the Transaction; market volatility; general business, economic, and competitive uncertainties; and the risk of unforeseen events, delays or changes in law. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this news release. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.