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Colour Life Services Group Co., Limited Proxy Solicitation & Information Statement 2018

Feb 5, 2018

50162_rns_2018-02-05_167adec0-bbf9-4d59-9253-9303e4b7b751.pdf

Proxy Solicitation & Information Statement

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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.

COLOUR LIFE SERVICES GROUP CO., LIMITED 彩生活服務集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1778)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Colour Life Services Group Co., Limited (the “ Company ”) will be held at Ramada Plaza Shenzhen North, Meilong Road and Minwang Road Cross, Minzhi Sub-district, Longhua, Shenzhen, Guangdong, PRC on Wednesday, 28 February 2018 at 10:30 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolution:

ORDINARY RESOLUTION

THAT

  • (a) the First Agreement (as defined in the circular of the Company date 5 February 2018, the “ Circular ”), a copy of which is tabled at the meeting and marked “A” and initialed by the chairman of the meeting for identification purpose, is hereby approved, confirmed and ratified;

  • (b) the Second Agreement (as defined in the Circular) and as amended by the supplemented agreement dated 19 December 2017, a copy of which is tabled at the meeting and marked “B” and initialed by the chairman of the meeting for identification purpose, and the issue of the Consideration Shares (as defined in the Circular) to partly satisfy the consideration under the Second Agreement is hereby approved, confirmed and ratified;

  • (c) the Third Agreement (as defined in the Circular), a copy of which is tabled at the meeting and marked “C” and initialed by the chairman of the meeting for identification purpose, is hereby approved, confirmed and ratified;

  • (d) the Fourth Agreement (as defined in the Circular), a copy of which is tabled at the meeting and marked “D” and initialed by the chairman of the meeting for identification purpose, is hereby approved, confirmed and ratified;

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  • (e) any one director of the Company be and is hereby authorised to do all such further acts and things and to sign and execute all such documents and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement and/or give effects to the Transaction.”

By Order of the Board Colour Life Services Group Co., Limited TANG Xuebin

Executive Director and Chief Executive Officer

Hong Kong, 5 February 2018

Notes:

  1. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

  2. A form of proxy for the extraordinary general meeting is enclosed. In order to be valid, a form of proxy, together with the power of attorney or other authority (if any), under which the form is signed must be deposited at the Company’s branch 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 less than 48 hours before the time fixed for holding the meeting.

  3. Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the meeting or any adjourned meeting or upon the poll concerned if the shareholders of the Company so wish. In such event, the instrument appointing the proxy shall be deemed to be revoked.

  4. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

  5. A member of the Company entitled to more than one vote needs not, if he votes on a poll, use all his votes or cast all the votes he uses in the same way.

  6. The resolution is to be voted by way of poll.

  7. For the purpose of determining shareholders who are entitled to attend and vote at the forthcoming extraordinary general meeting to be held on 28 February 2018, the register of members of the Company will be closed on Thursday, 22 February 2018 to Wednesday, 28 February 2018, both days inclusive. In order to qualify for attending and voting at the meeting, all transfer documents should be lodged for registration with Company’s Hong Kong branch share registrar, 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 Wednesday, 21 February 2018 or any adjournment thereof.

As at the date of this notice, the board of directors of the Company comprises Mr. Tang Xuebin and Mr. Dong Dong as executive directors; Mr. Pan Jun, Mr. Lam Kam Tong and Mr. Zhou Hongyi as non-executive directors; and Mr. Tam Chun Hung, Anthony, Dr. Liao Jianwen and Mr. Xu Xinmin as independent non-executive directors.

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