Binjiang Service Group Co. Ltd. — Proxy Solicitation & Information Statement 2020

Nov 30, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

==> picture [96 x 86] intentionally omitted <==

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 OF EGM

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Binjiang Service Group Co. Ltd. (the “ Company ”) will be held the Main Conference Room, Block 6, 36 Qingchun Road East, Jianggan District, Hangzhou, the PRC on Friday, December 18, 2020 at 3:30 p.m. for the purpose of considering and, if thought fit, passing the following resolutions (with or without modifications) as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the Supplemental Master Pre-delivery Management Services Agreement (“ Supplemental Master Pre-delivery Management Services Agreement ”) dated October 30, 2020 entered into between the Company and Hangzhou Binjiang Real Estate Group Co., Ltd. (“ Binjiang Real Estate ”), a copy of which is tabled at the meeting and marked “ A* ” and initialled by the chairman of the meeting for identification purpose, the terms thereof and the continuing connected transaction contemplated thereunder be and are hereby approved, confirmed and ratified;

3. (b) the revised annual cap under the Supplemental Master Pre-delivery Management Services Agreement as set out in the circular of the Company dated November 30, 2020 be and is hereby approved, confirmed and ratified; and

4. (c) any one director of the Company be and are hereby authorised to do all such acts, deeds and things and to sign, execute and deliver all such documents as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, revise, supplement or complete any matters relating to or in connection with the Supplemental Master Pre-delivery Management Services Agreement and the transactions respectively contemplated thereunder.”

– 1 –

2. “ THAT :

• (a) the 2021 Master Pre-delivery Management Services Agreement (the “ 2021 Master Pre-delivery Management Services Agreement ”) dated October 30, 2020 entered into between the Company and Binjiang Real Estate, a copy of which is tabled at the meeting and marked “ B ” and initialled by the chairman of the meeting for identification purpose, the terms thereof and the continuing connected transaction contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) the proposed annual cap under the 2021 Master Pre-delivery Management Services Agreement as set out in the circular of the Company dated November 30, 2020 be and is hereby approved, confirmed and ratified; and

• (c) any one director of the Company be and are hereby authorised to do all such acts, deeds and things and to sign, execute and deliver all such documents as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, revise, supplement or complete any matters relating to or in connection with the 2021 Master Pre-delivery Management Services Agreement and the transactions respectively contemplated thereunder.”

• “ THAT :

• (a) the 2021 Property Management Services Agreement (“ 2021 Property Management Services Agreement ”) dated October 30, 2020 between the Company and Binjiang Real Estate, a copy of which is tabled at the meeting and marked “ C ” and initialled by the chairman of the meeting for identification purpose, the terms thereof and the continuing connected transaction contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) the proposed annual cap under the 2021 Property Management Services Agreement as set out in the circular of the Company dated November 30, 2020 be and is hereby approved, confirmed and ratified; and

– 2 –

• (c) any one director of the Company be and are hereby authorised to do all such acts, deeds and things and to sign, execute and deliver all such documents as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, revise, supplement or complete any matters relating to or in connection with the 2021 Property Management Services Agreement and the transactions respectively contemplated thereunder.”

By Order of the Board BINJIANG SERVICE GROUP CO. LTD. Zhu Lidong Chairman

Hangzhou, PRC, November 30, 2020

Notes:

• (1) All resolutions at the EGM 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 EGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the EGM. 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/her.

• (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 EGM (i.e. not later than 3:30 p.m. on Wednesday, December 16, 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 EGM 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 Tuesday, December 15, 2020 to Friday, December 18, 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 EGM to be held on Friday, December 18, 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, 17/F Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, December 14, 2020.

As at the date of this circular, 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.

• For identification purposes only

– 3 –