Mr. Philip Lo reports

CHINA KELI ELECTRIC AND DGEN TECHNOLOGIES AMEND SHARE EXCHANGE AGREEMENT

China Keli Electric Company Ltd. has entered into an amending agreement dated as of the date hereof to the previously announced share exchange agreement dated Dec. 9, 2025, with DGEN Technologies Corp. and the shareholders of DGEN. Pursuant to the terms of the amending agreement, the consideration to be provided by the company in order to acquire all of the issued and outstanding shares of DGEN has been amended from seven million common shares of the company and seven million common share purchase warrants to 9,550,360 shares and 7,000,360 warrants, to be issued to the vendors on closing of the transaction. Each warrant will entitle the holder thereof to acquire one share at a price of 25 cents for a period of 24 months following the completion of the transaction. All other terms of the exchange agreement remain the same.

The company has applied for listing of its shares on the Canadian Securities Exchange and a concurrent delisting from the TSX Venture Exchange. Listing of the shares remains subject to the company completing the transaction and satisfying all of the listing requirements of the CSE. The company will continue to provide updates regarding the transaction as it works toward closing with DGEN.

Copies of the exchange agreement and the amending agreement are available under the company's profile on SEDAR+. For further information on the transaction and the exchange agreement, refer to the company's news release dated Dec. 12, 2025.

About China Keli Electric Company Ltd.

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

We seek Safe Harbor.