Binjiang Service Group Co. Ltd. — AGM Information 2020

Apr 27, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Binjiang Service Group Co. Ltd., you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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Binjiang Service Group Co. Ltd. 濱江服務集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3316)

(1) DECLARATION OF FINAL DIVIDEND AND SPECIAL DIVIDEND (2) GENERAL MANDATES TO ISSUE AND BUY BACK SHARES (3) RE-ELECTION OF RETIRING DIRECTORS (4) RE-APPOINTMENT OF AUDITORS AND (5) NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Binjiang Service Group Co. Ltd. to be held at the Main Conference Room, Block 6, 36 Qingchun Road East, Jianggan District, Hangzhou, the PRC on Monday, June 1, 2020 at 3:30 p.m. is set out on pages 18 to 22 of this circular. A proxy form for use at the AGM is enclosed with the notice of the AGM. Such proxy form is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.hzbjwy.com).

Whether or not you are able to attend the AGM, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the completed proxy form to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM (i.e. not later than 3:30 p.m. on Saturday, May 30, 2020) or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the proxy form shall be deemed to be revoked.

April 28, 2020

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
APPENDIX I	— Explanatory statement on the Share Buy-back Mandate. . . . . . .	10
APPENDIX II	— Details of retiring directors proposed to be re-elected . . . . . . . .	14
APPENDIX III	— Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:

“AGM”

an annual general meeting of the Company to be convened and held at the Main Conference Room, Block 6, 36 Qingchun Road East, Jianggan District, Hangzhou, the PRC on Monday, June 1, 2020 at 3:30 p.m. or any adjournment thereof

“Articles” the amended and restated memorandum and articles of association of the Company as amended from time to time “Binjiang Real Estate” Hangzhou Binjiang Real Estate Group Co., Ltd.* (杭州濱江 房產集團股份有限公司), a limited liability company established in PRC on August 22, 1996, the shares of which listed on the Shenzhen Small & Medium Enterprise Board of Stock Exchange (Stock code: 002244). It is controlled by Mr. Qi Jinxing (戚金興), our Controlling Shareholder and therefore our connected person

“Board” the board of Directors

“Bright Cloud Trust” an irrevocable trust established on November 19, 2018 by Mr. QI (as the settlor) for the benefit of himself and his family members designated by him

• “BVI” British Virgin Islands

• “close associate(s) has the meaning ascribed to it under the Listing Rules

“Company” Binjiang Service Group Co. Ltd. (濱江服務集團有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

• “core connected person(s)” has the meaning ascribed to it under the Listing Rules

• “Controlling Shareholders” Mr. QI and Great Dragon

– 1 –

DEFINITIONS

“Director(s)”	the director(s) of the Company
“General Mandates”	the Share Issue Mandate and the Share Buy-back Mandate
“Great Dragon”	Great Dragon Ventures Limited (巨龍創投有限公司), a
	company incorporated in the BVI with limited liability on
	March 28, 2017, our Controlling Shareholder
“Great Splendor Trust”	an irrevocable trust established on November 19, 2018 by
	Mr. MO Jianhua (as the settlor) for the benefit of himself
	and his family members designated by him
“Group”	the Company and its subsidiaries
“Haoyu”	Haoyu Ventures Limited (好運創投有限公司), a company
	incorporated in the BVI with limited liability on April 3,
	2017, our substantial shareholder
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	April 17, 2020 being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Mr. QI”	Mr. QI Jinxing (戚金興), one of our Controlling
	Shareholders
“PRC”	the People’s Republic of China, excluding, for the purposes
	of this circular only, Hong Kong, Macau Special
	Administrative Region of the People’s Republic of China
	and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC

– 2 –

DEFINITIONS

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time “Share(s)” ordinary share(s) of US$0.0001 each in the share capital of the Company

• “Shareholder(s)” holder(s) of Share(s)

“Share Issue Mandate”

• the proposed general and unconditional mandate to be granted to the Directors to exercise the power of the Company to allot, issue and deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of the passing of the relevant resolution granting such mandate at the AGM

• “Share Buy-back Mandate”

the proposed general and unconditional mandate to be granted to the Directors to exercise the power of the Company to buy back Shares on the Stock Exchange of up to a maximum of 10% of the total number of issued Shares as at the date of the passing of the relevant resolution granting such mandate at the AGM

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Takeovers Code”

the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong, as amended from time to time

“%”

per cent

– 3 –

LETTER FROM THE BOARD

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Binjiang Service Group Co. Ltd. 濱江服務集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3316)

Executive Directors: Mr. ZHU Lidong Ms. ZHONG Ruoqin

Non-executive Directors: Mr. MO Jianhua Mr. CAI Xin

Independent non-executive Directors: Mr. DING Jiangang Mr. LI Kunjun Ms. CAI Haijing

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head Office in the PRC: Room 1201-1, Block 1 New Town Times Square Jianggan District Hangzhou, China

Principal Place of Business in Hong Kong: 40th Floor, Sunlight Tower No. 248 Queen’s Road East Wanchai, Hong Kong

April 28, 2020

To the Shareholders

Dear Sir or Madam,

(1) DECLARATION OF FINAL DIVIDEND AND SPECIAL DIVIDEND (2) GENERAL MANDATES TO ISSUE AND BUY BACK SHARES (3) RE-ELECTION OF RETIRING DIRECTORS (4) RE-APPOINTMENT OF AUDITORS

AND (5) NOTICE OF THE ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the relevant information in respect of, among other matters, (i) declaration of final dividend and special dividend; (ii) the Share Issue Mandate; (iii) the Share Buy-back Mandate; (iv) the re-election of the retiring Directors; (v) the re-appointment of auditors; and to give you notice of the AGM relating to, among other matters, these matters.

– 4 –

LETTER FROM THE BOARD

DECLARATION OF FINAL DIVIDEND AND SPECIAL DIVIDEND

Reference is made to the annual results announcement for the year ended December 31, 2019 of the Company dated March 30, 2020. The Board has recommended a final dividend of HK$0.228 per Share (before tax) and a special dividend of HK$0.091 per Share (before tax), HK$0.319 per Share (before tax) in aggregate, for the year ended December 31, 2019, which are subject to the approval of Shareholders at the AGM and compliance with the Articles and the applicable laws and regulation of the Cayman Islands. Dividend before tax means that a dividend of HK$0.319 per Share in aggregate will be paid out and no withholding of any tax will be made by the Company. Shareholders are required to deal with the filing and payment of tax with the relevant tax authority. An ordinary resolution will be proposed at the AGM to approve the declaration of the final dividend and special dividend.

GENERAL MANDATE TO ISSUE NEW SHARES

At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise the power of the Company to allot, issue and deal with additional Shares representing up to 20% of the total number of the issued Shares as at the date of passing of the resolution. As at the Latest Practicable Date, the total number of issued Shares was 276,407,000. Assuming that there is no change in the total number of issued Shares between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Issue Mandate, the maximum number of Shares which may be issued pursuant to the Share Issue Mandate will be 55,281,400 Shares, representing 20% of the total number of issued Shares.

The Share Issue Mandate will end on the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required pursuant to the Articles or any applicable laws to be held; or (iii) the date of the revocation or variation of the authority given under this resolution by an ordinary resolution of the Shareholders in general meeting.

Subject to the passing of the following ordinary resolution regarding the Share Buy-back Mandate, an ordinary resolution will also be proposed at the AGM to authorise the Directors to exercise the power of the Company to issue new Shares in an amount not exceeding the total number of the Shares bought back by the Company pursuant to the Share Buy-back Mandate.

The Directors wish to state that they have no immediate plan to issue any Shares pursuant to the Share Issue Mandate.

– 5 –

LETTER FROM THE BOARD

GENERAL MANDATE TO BUY BACK SHARES

At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to buy back issued Shares subject to the criteria set forth in this circular. In particular, Shareholders should note that the maximum number of Shares that may be bought back pursuant to the Share Buy-back Mandate will be such number which represents 10% of the total number of issued Shares as at the date of passing of the resolution subject to the Listing Rules. The Share Buy-back Mandate will end on the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required pursuant to the Articles or any applicable laws to be held; or (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the Shareholders in the general meeting. As at the Latest Practicable Date, the total number of issued Shares was 276,407,000. Assuming that there is no change in the total number of issued Shares between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Buy-back Mandate, the maximum number of Shares which may be bought back pursuant to the Share Buy-back Mandate on the date of passing the resolution approving the Share Buy-back Mandate will be 27,640,700 Shares, representing 10% of total number of issued Shares.

An explanatory statement, as required under Rule 10.06(1)(b) of the Listing Rules to provide the requisite information in connection with the Share Buy-back Mandate, is set forth in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

Mr. MO Jianhua, Mr. DING Jiangang and Mr. LI Kunjun shall retire pursuant to Article 84(1) and Article 84(2) of the Articles. All retiring Directors, being eligible, will offer themselves for re-election at the forthcoming AGM. Biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set forth in Appendix II to this circular.

The nominations were made in accordance with the nomination policy of the Company and the objective criteria (including without limitation, skills, accomplishments, experience, reputation and potential time commitment for the board and/or committee responsibilities), with due regard for the benefits of diversity as set out under the board diversity policy of the Company. The Nomination Committee of the Company (the “ Nomination Committee ”) had also taken into account the overall contribution and service of Mr. MO Jianhua, Mr. DING Jiangang and Mr. LI Kunjun to the Company and the Board and their commitment to their roles.

– 6 –

LETTER FROM THE BOARD

The Nomination Committee considered that in view of their diverse and difference educational backgrounds and professional knowledge and accomplishments as set out in Appendix I to this circular, Mr. MO Jianhua, Mr. DING Jiangang and Mr. LI Kunjun will bring valuable perspectives, knowledge, skills and experiences to the Board for its efficient and effective functioning and their appointments will contribute to the diversity of the Board appropriate to the requirements of the Group’s business.

The Nomination Committee considers that, since the independent non-executive Director, Mr. DING Jiangang and Mr. LI Kunjun, have diversified and differentiated education backgrounds, professional knowledge and experience in areas such as real estate market analysis and media and public communication, they will bring precious opinion, knowledge, skills and experience to the efficient operation of the Board. Mr. DING Jiangang is the dean of Zhejiang Daily Media Real Estate Institute (浙報傳媒地產研究院) and a council member of Zhejiang Real Estate Institute (浙江房地產業協會). Mr. DING has conduct extensive researches in relation to policies and market trends in the real estate industry and has approximately 31 years of experience in the media industry. Mr. LI created and is responsible for one of the most influential Wechat official accounts with regard to property market in Hangzhou and has nearly 20 years of experience in the media industry. Their appointments will be beneficial to the diversity of the Board, and conform to the business needs of the Company.

The Nomination Committee has also assessed the independence of all independent non-executive Directors. The Nomination Committee assessed and reviewed the annual confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules of Mr. DING Jiangang and Mr. LI Kunjun when determining the nominated candidate’s independence under Rule 3.13 of the Listing Rules, the same factors should also apply to the candidate’s immediate family members. “Immediate family member” is defined under Rule 14A.12(1)(a) of the Listing Rules, and re-affirmed his independence. Each of Mr. DING Jiangang and Mr. LI Kunjun does not hold any cross-directorships or have any significant links with other Directors through involvement in other companies or bodies.

The Board believed that the re-election of Mr. MO Jianhua as non-executive Director, Mr. DING Jiangang and Mr. LI Kunjun as independent non-executive Directors would be in the best interests of the Company and its Shareholders as a whole.

Accordingly, with the recommendation of the Nomination Committee, the Board has proposed that all the above retiring Directors for re-election as Directors at the AGM. Further information about the Board’s composition and diversity as well as the attendance record at the meetings of the Board and/or its committees and the general meetings of the Directors (including the retiring Directors) is disclosed in the corporate governance report of the annual report.

– 7 –

LETTER FROM THE BOARD

Details of the above Directors who are subject to re-election at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

RE-APPOINTMENT OF AUDITORS

KPMG, which has audited the consolidated financial statements of the Company for the year ended December 31, 2019, will retire as the auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment. The Board, upon the recommendation of the audit committee of the Company, proposed to re-appoint KPMG as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company and authorize the Board to fix its remuneration.

AGM

Set forth on pages 18 to 22 of this circular is a notice convening the AGM at which, among other things, resolutions will be proposed to approve the declaration of final dividend and special dividend, the Share Issue Mandate, the Share Buy-back Mandate, the re-election of the retiring Directors and the re-appointment of auditors.

The register of members of the Company will be closed from Wednesday, May 27, 2020 to Monday, June 1, 2020 (both days inclusive), during which period no transfer of shares will be effected. In order to determine the identity of members who are entitled to attend and vote at the AGM to be held on Monday, June 1, 2020, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, May 26, 2020.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.hzbjwy.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the AGM (i.e. not later than 3:30 p.m. on Saturday, May 30, 2020).

– 8 –

LETTER FROM THE BOARD

VOTING BY POLL

The forthcoming AGM will be held by voting of Shareholders taken by poll pursuant to Rule 13.39(4) of the Listing Rules.

RECOMMENDATION

The Directors consider that (i) the approval of final dividend and special dividend; (ii) the granting of the Share Issue Mandate and the Share Buy-back Mandate; (iii) the re-election of retiring Directors; and (iv) the re-appointment of the auditors are in the best interests of the Company, the Group and the Shareholders as a whole, and would recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material aspects and not misleading or deceptive, and there are no other material matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

For and on behalf of the Board BINJIANG SERVICE GROUP CO. LTD. ZHU Lidong

Chairman

– 9 –

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide all the information in relation to the Share Buy-back Mandate for your consideration.

1. LISTING RULES RELATING TO THE SHARE BUY-BACK MANDATE

The Listing Rules permit companies with a primary listing on the Stock Exchange to purchase their securities subject to certain restrictions.

All proposed Buy-back(s) of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be bought back must be fully paid up. A maximum of 10% of the total number of issued Shares as at the date of passing the relevant resolution may be bought back on the Stock Exchange.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were 276,407,000 Shares in issue. Subject to the passing of the resolution granting the Share Buy-back Mandate and on the basis that no further Shares are issued, allotted or bought back before the AGM, the Company will be allowed to buy back a maximum of 27,640,700 Shares representing 10% of the total number of issued Shares as at the date of passing of resolution until (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles or the applicable laws and regulations of the Cayman Islands; or (iii) the revocation or variation of the Share Buy-back Mandate by an ordinary resolution of the Shareholders in a general meeting, whichever is the earliest.

3. REASONS FOR BUY-BACKS

The Directors believe that the Share buy-back Mandate is in the best interests of the Company and the Shareholders as a whole. Such buy-back(s) of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such buy-back(s) of Shares will benefit the Company and the Shareholders as a whole.

4. FUNDING OF BUY-BACKS

In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles and the applicable laws and regulations of the Cayman Islands.

– 10 –

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX I

It is presently proposed that any buy back of the Shares would be made out of profits of the Company or the proceeds of a fresh issue made for the buy back or out of capital provided that on the day immediately following the date of buy back the Company is able to pay its debts as they fall due in the ordinary course of business.

5. IMPACT OF BUY-BACKS

On the basis of the financial position of the Company as at 31 December 2019 (being the date of its latest audited accounts), the Directors consider that there is no material adverse impact on the working capital or gearing position of the Company if the Share Buy-back Mandate is exercised in full during the proposed Share buy-back period. However, the Directors do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing level (as compared with the position disclosed in its most recent published audited accounts) which in the opinion of the Directors are from time to time appropriate for the Company.

6. GENERAL INFORMATION

None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their close associates, have any present intention to sell any Shares to the Company or any of its subsidiaries, if the Share Buy-back Mandate is approved by the Shareholders.

No core connected persons of the Company have notified the Company that they have any present intention to sell any Shares to the Company, or have undertaken not to do so, if the Share Buy-back Mandate is approved by the Shareholders.

7. UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the Share Buy-back Mandate in accordance with the Listing Rules, the Articles and the applicable laws of the Cayman Islands.

– 11 –

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX I

8. TAKEOVERS CODE

If as a result of a buy-back of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, according to the public record, and to the best of the knowledge and belief of the Directors, Great Dragon directly held 126,720,000 Shares representing a total of 45.85% of the total number of issued Shares. The entire issued share capital of Great Dragon is held by Cantrust (Far East) Limited (through its nominee company) as trustee of Bright Cloud Trust. Bright Cloud Trust is a discretionary trust set up by Mr. QI as settlor on November 19, 2018. The beneficiaries of the Bright Cloud Trust include Mr. QI and certain family members of Mr. QI. Accordingly, under the SFO, Mr. QI is deemed to be interested in 126,720,000 Shares, representing 45.85% of the total number of issued Shares, held by Great Dragon. In the event that the Directors exercise in full the power to buy back Shares in accordance with the Share Buy-back Mandate, the shareholding of Great Dragon would be increased to 50.94% of the total number of the issued Shares.

The Directors consider that such increase in shareholding would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

9. SHARE BUY-BACK MADE BY THE COMPANY

No buy-back of Shares had been made by the Company during the six months prior to the Latest Practicable Date.

– 12 –

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX I

10. SHARE PRICES

The highest and lowest prices per Share at which Shares have been traded on the Stock Exchange since the listing of the Shares on the Stock Exchange on March 15, 2019 (the “ Listing Date ”) up to and including the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2019
March (since the Listing Date)	7.770	6,960
April	7.500	6.790
May	7.310	6.900
June	7.400	7.020
July	8.150	7.180
August	7.210	6.180
September	7.290	6.610
October	7.300	6.750
November	7.420	6.880
December	7.200	6.680
2020
January	10.620	6.960
February	14.200	9.770
March	12.680	8.840
April (up to the Latest Practicable Date)	12.200	10.820

– 13 –

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Details of the retiring Directors proposed to be re-elected at the AGM are set out as follows:

Mr. MO Jianhua (莫建華) , aged 49, has been the non-executive Director of the Company since December 2017. He is primarily responsible for providing guidance and supervision to our Group’s business operations. Mr. MO has over 21 years of experience in the real estate industry. Since January 2017, he has also been serving as the general manager of Hangzhou Pute Equity Investment Management Limited (杭州普特股權投資管理有限公司), a company which is principally engaged in equity investment, where he is responsible for the overall management of business. Since November 2006, he has been a director at Binjiang Real Estate, where he is responsible for providing guidance and supervision to our Group’s business operations.

From July 2011 to November 2017, he was the general manager of Hangzhou Binjiang Venture Capital Investment Limited* (杭州濱江創業投資有限公司), a company which is primarily engaged in venture capital, and he was responsible for overall operation of business. From December 1999 to July 2011 he was the managing deputy general manager of Binjiang Real Estate, where he was responsible for the management of construction costs. From October 1996 to December 1999, he served as a deputy general manager at Binjiang Real Estate Construction Co., Ltd. (濱江房屋建設開發有限公司), a company engaged in real estate construction. He was responsible for the management of construction costs.

Mr. MO obtained an executive master’s degree in business administration (EMBA) from Zhejiang University (浙江大學), the PRC, in June 2013.

Save as disclosed above, Mr. MO has no relationship with any other directors, senior management or substantial or controlling shareholders of the Company and had not held any directorships in any other public companies that the securities of which are listed on any securities market in Hong Kong or overseas in the past three years prior to the Latest Practicable Date.

Mr. MO, being a settlor of a discretionary trust and having interest in controlled corporation, was deemed to be interested in 35,640,000 Shares held by Haoyu, representing 12.89% of the total Shares in issue of the Company. Haoyu is held by Infiniti Trust (Asia) Limited (through its nominee companies) as trustee of Great Splendor Trust. Great Splendor Trust is a non-cancellable trust set up by Mr. MO as settlor for the benefit of himself and his certain family members.

Save as disclosed above, as of the Latest Practicable Date, Mr. MO was not interested in any Shares and underlying shares of the Company pursuant to Part XV of the Securities and Future Ordinance.

– 14 –

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Pursuant to the appointment letter issued to Mr. MO by the Company on February 21, 2019, Mr. MO was appointed as a non-executive Director of the Company for a term of three years commencing from February 21, 2019, subject to terminated in accordance with the terms stated therein. Pursuant to the appointment letter, the remuneration of Mr. MO shall be determined by the Remuneration Committee of the Company by reference to his experience and qualification and the prevailing market condition and shall be subject to the approval of the Shareholders at the annual general meeting. Mr. MO did not receive any Director’s fee for the year ended 31 December 2019.

Save as disclosed above, Mr. MO confirms that there are no other matters concerning his re-election that need to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. DING Jiangang (丁建剛) , aged 56, joined our Group in February 2019 as an independent non-executive Director. Since May 2014, Mr. DING has been the dean of Zhejiang Daily Media Real Estate Institute (浙報傳媒地產研究院), which is engaged in provision of market analysis of real estate industry, and is responsible for research on real estate policy and real estate market. He has also been serving at Zhejiang Real Estate Institute (浙江房地產業協會) as a council member and is responsible for research in relation to policies and market trends in the real estate industry since October 2017.

Mr. DING has approximately 31 years of experience in the media industry. Mr. DING has been an employee of Decision Research Consultancy Limited (杭州浙訊房地產決策研究諮詢有限 公司) since June 2014. Mr. DING worked for Hangzhou Joint Founder Information Technology Co., Ltd. (杭州中房信息科技有限公司), which is engaged in provision of market analysis of real estate industry, and was responsible for research on real estate policy and real estate market from March 2013 to May 2014. He worked for the economic department of, and as the deputy editor of the website “Live in Hangzhou” (住在杭州) of Zhejiang Online News Website Co., Ltd. (浙江在線 新聞網站有限公司), which is engaged in online news publication and he was responsible for researching financial properties and providing commentaries thereon from September 2008 to February 2013. He worked for Zhejiang Radio & TV Group (浙江廣播電視集團), which is engaged in publication and sales of newspaper, magazines and video, and he was responsible for production of property programs from April 1989 to September 2008. He worked for teaching and research group of building structure of Zhejiang Construction Industrial College (浙江省建築工業 學校) and was responsible for teaching building structure courses and management of the teaching and research group from November 1985 to April 1989. He was also a teaching staff in Changchun Advanced Architecture Institute (長春高等建築專科學校) from July 1983 to October 1985.

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Mr. DING has been serving as an independent non-executive Director of Dexin China Holdings Company Limited (德信中國控股有限公司), a property development company has been listed on the Stock Exchange (stock code: 02019) since February 26, 2019. He is responsible for providing independent judgment and advice in relation to operations and management of the company.

Mr. DING obtained his bachelor’s degree in civil engineering from Xi’an University of Architecture and Technology (西安建築科技大學) (formerly known as Xi’an Metallurgy Architecture College (西安冶金建築學院)), the PRC, in July 1983.

Save as disclosed above, Mr. DING has no relationship with any other directors, senior management or substantial or controlling shareholders of the Company and had not held any directorships in any other public companies that the securities of which are listed on any securities market in Hong Kong or overseas in the past three years prior to the Latest Practicable Date.

As of the Latest Practicable Date, Mr. DING was not interested in any Shares and underlying shares of the Company pursuant to Part XV of the Securities and Future Ordinance.

Pursuant to the appointment letter issued to Mr. DING by the Company on February 21, 2019, Mr. DING was appointed as an independent non-executive Director of the Company for a term of three years commencing from February 21, 2019, subject to terminated in accordance with the terms stated therein. Pursuant to the appointment letter, Mr. DING received an annual Director’s fee of RMB100,000, which shall be determined by reference to his experience and qualification and the prevailing market condition.

Save as disclosed above, Mr. DING confirms that there are no other matters concerning his re-election that need to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. LI Kunjun (李坤軍) , aged 42, joined our Group in February 2019 as an independent non-executive Director. Since October 2017, he has been serving as the chief executive officer of Hangzhou Xiaodi Technology Co., Ltd. (杭州小嘀科技有限公司), a company engaged in the real estate technology development, which attracted investments from Hangzhou Tengguo Internet Technology Co., Ltd. (杭州騰果網絡科技有限公司) and Hangzhou Daily Newspaper Press Group (杭州日報報業集團) (“ Hongzhou Daily ”), and created one of the most influential Wechat official accounts with regard to property market in Hangzhou. He is responsible for the overall management and business operation.

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Mr. LI has extensive work experience in the media industry. From September 2000 to December 2016, he held various positions at Hangzhou Daily, including reporter, and director of property office. During his tenure, he published a book, Hangzhou Qualified Houses — Guidance for purchasing houses from Qiu Weiwei and LI Kunjun.

Mr. LI graduated from Zhejiang University (浙江大學), the PRC, with his bachelor’s degree in Chinese in June 2000.

Save as disclosed above, Mr. LI has no relationship with any other directors, senior management or substantial or controlling shareholders of the Company and had not held any directorships in any other public companies that the securities of which are listed on any securities market in Hong Kong or overseas in the past three years prior to the Latest Practicable Date.

As of the Latest Practicable Date, Mr. LI was not interested in any Shares and underlying shares of the Company pursuant to Part XV of the Securities and Future Ordinance.

Pursuant to the appointment letter issued to Mr. LI by the Company on February 21, 2019, Mr. LI was appointed as an independent non-executive Director of the Company for a term of three years commencing from February 21, 2019, subject to terminated in accordance with the terms stated therein. Pursuant to the appointment letter, Mr. LI received an annual Director’s fee of RMB100,000, which shall be determined by reference to his experience and qualification and the prevailing market condition.

Save as disclosed above, Mr. LI confirms that there are no other matters concerning his re-election that need to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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Binjiang Service Group Co. Ltd. 濱江服務集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3316)

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of Binjiang Service Group Co. Ltd. (the “ Company ”) will be held at the Main Conference Room, Block 6, 36 Qingchun Road East, Jianggan District, Hangzhou, the PRC on Monday, June 1, 2020 at 3:30 p.m. for the following purposes:

AS ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “ Director(s) ”) and the independent auditors (the “ Auditors ”) for the year ended December 31, 2019.

2. (a) To declare a final dividend of HK$0.228 per Share for the year ended December 31, 2019; and

3. (b) To declare a special dividend of HK$0.091 per Share for the year ended December 31, 2019.

4. To re-elect the following retiring Directors of the Company:

5. (a) Mr. MO Jianhua as a non-executive Director;

6. (b) Mr. DING Jiangang as an independent non-executive Director; and

7. (c) Mr. LI Kunjun as an independent non-executive Director.

8. To authorise the board of Directors of the Company (the “ Board ”) to determine the Directors’ remuneration.

9. To re-appoint KPMG as the Auditors and to authorise the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

1. “ THAT:

2. (i) subject to paragraph (iii) of this resolution, and pursuant to the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as hereinafter defined) on all the powers of the Company to allot, issue or otherwise deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and the same is hereby generally and unconditionally approved;

3. (ii) the approval in paragraph (i) of this resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

4. (iii) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (i) of this resolution, otherwise than by way of (a) Rights Issue (as hereinafter defined); or (b) the exercise of or the grant of any option under any share option scheme of the Company or similar arrangement for the time being adopted for the issue or grant to officers and/or employees of the Company and/or any of its subsidiaries of shares or options to subscribe for or rights to acquire shares of the Company; or (c) any scrip dividend or similar arrangement providing for the allotment and issue of Shares of the Company in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company in force from time to time, shall not exceed 20% of the total number of Shares of the Company in issue as at the date of passing of this resolution and the said approval be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (iv) for the purpose of this resolution:

  • (a) “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

    • (i) the conclusion of the next annual general meeting of the Company;

    • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

    • (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders in general meeting.

  • (b) “ Rights Issue ” means an offer of shares in the share capital of the Company or an offer or issue of warrants or options or similar instruments to subscribe for shares in the share capital of the Company open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares in the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognized regulatory body or any stock exchange applicable to the Company).”

• “ THAT:

• (i) subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back issued shares in the share capital of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong (the “ SFC ”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange or of any other stock exchange as amended from time to time and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (ii) the total number of Shares of the Company which may be bought back by the Company pursuant to the approval in paragraph (i) of this resolution during the Relevant Period shall not exceed 10% of the total number of Shares of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (iii) for the purpose of this Resolution:

  • “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

  • (a) the conclusion of the next annual general meeting of the Company;

  • (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

  • (c) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders in general meeting.”

• “ THAT conditional upon resolutions No. 6 and No. 7 above being passed, the general mandate granted to the Directors to allot, issue or otherwise deal with additional shares pursuant to resolution No. 6 be and is hereby extended by the addition thereto the total number of shares of the Company bought back by the Company under the authority granted pursuant to resolution No. 7.”

By Order of the Board

BINJIANG SERVICE GROUP CO. LTD. ZHU Lidong Chairman

Hangzhou, PRC, April 28, 2020

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

Notes:

• (1) All resolution (except for procedural and administrative matters) at the AGM will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

• (2) Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

• (3) In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be lodged by post or by hand at the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the AGM (i.e. not later than 3:30 p.m. on Saturday, May 30, 2020) or any adjournment thereof.

• (4) Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the AGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (5) The register of members of the Company will be closed from Wednesday, May 27, 2020 to Monday, June 1, 2020 (both days inclusive), during which period no transfer of shares will be effected. In order to determine the identity of members who are entitled to attend and vote at the AGM to be held on Monday, June 1, 2020, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, May 26, 2020.

• (6) Subject to the approval of Shareholders at the AGM, the proposed final dividend and special dividend will be payable to shareholders whose names appear on the register of members of the Company on Friday, June 5, 2020, being the record date for determination of entitlement to the final dividend and special dividend. The register of members of the Company will be closed from Friday, June 5, 2020 to Tuesday, June 9, 2020, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify for the proposed final dividend and special dividend, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, June 4, 2020.

As at the date of this notice, the Board comprises Mr. ZHU Lidong and Ms. ZHONG Ruoqin as executive Directors; Mr. MO Jianhua and Mr. CAI Xin as non-executive Directors; Mr. DING Jiangang, Mr. LI Kunjun and Ms. CAI Haijing as independent non-executive Directors.

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