Colour Life Services Group Co., Limited — Proxy Solicitation & Information Statement 2023

Jul 25, 2023

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Colour Life Services Group Co., Limited, you should at once hand this circular and the form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

COLOUR LIFE SERVICES GROUP CO., LIMITED �����������

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1778)

VERY SUBSTANTIAL DISPOSAL

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 4 to 15 of this circular.

A notice convening the extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at Imagination Room, BOHUB, 5/F., Tower A, The Platinum Tower, No. 1 Tairan 7th Road, Futian District, Shenzhen, the PRC on Friday, 8 September 2023 at 11:00 a.m. or immediately after the conclusion of the annual general meeting of the Company to be held on the same day, whichever is later, is set out on pages EGM-1 to EGM-2 of this circular. Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. If you attend and vote at the EGM, the authority of your proxy will be revoked.

25 July 2023

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Appendix I	–	Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	–	Financial Information of the Target Group . . . . . . . . . . . . . . . . . .	II-1
Appendix III	–	Unaudited Pro Forma Financial Information
		of the Remaining Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Appendix IV	–	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
Notice of the	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		EGM-1

– i –

DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context otherwise requires:

• ‘‘Commercial and Integrated Mixed-use Properties’’

• include commercial properties, integrated mixed-use properties, public facilities and industrial properties

• ‘‘Company’’

Colour Life Services Group Co., Limited, an exempted company with limited liability incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1778)

• ‘‘Country Garden’’

Country Garden Services Holdings Company Limited（碧 桂園服務控股有限公司）, an exempted company with limited liability incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 6098)

• ‘‘Disposal’’

• the transfer of the Sale Share

• ‘‘EGM’’

the extraordinary general meeting to be convened and held at Imagination Room, BOHUB, 5/F., Tower A, The Platinum Tower, No. 1 Tairan 7th Road, Futian District, Shenzhen, the PRC on Friday, 8 September 2023 at 11:00 a.m. or immediately after the conclusion of the annual general meeting of the Company to be held on the same day, whichever is later, (or any adjournment thereof) to approve and ratify the Disposal

• ‘‘Fantasia’’

• Fantasia Holdings Group Co., Limited, a company incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1777)

• ‘‘Fantasia Group’’ Fantasia and its subsidiaries (including the Group)

• ‘‘GFA’’

• gross floor area

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

• ‘‘Independent Third Party(ies)’’

• ultimate beneficial owner(s), who is independent of and not connected with Fantasia and the Company and their respective subsidiaries and their respective connected person(s) (as defined under the Listing Rules) and their respective ultimate beneficial owner(s) or their respective associates

• ‘‘Latest Practicable Date’’ 21 July 2023, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• ‘‘Loan’’ the loan in the amount of RMB700,000,000 provided by the Purchaser to the Company under the Loan Agreement

• ‘‘Loan Agreement’’ the agreement dated 30 September 2021 entered into among the Company, Shenzhen Colour Life and the Purchaser

• ‘‘PRC’’ the People’s Republic of China

• ‘‘Purchaser’’ Country Garden Property Services HK Holdings Company Limited（ 碧桂園物業香港控股有限公司 ）, an indirect wholly-owned subsidiary of Country Garden

• ‘‘Remaining Group’’ the Group (excluding the Target Group)

• ‘‘RMB’’ Renminbi, the lawful currency of the PRC

• ‘‘Sale Share’’ the entire issued share capital of the Target Company

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share Transfer Agreement’’

• ‘‘Shareholders’’

• the agreement dated 28 September 2021 entered into among the Company, the Purchaser, Shenzhen Colour Life and the Target Company in relation to the Disposal shareholders of the Company

– 2 –

DEFINITIONS

‘‘Shenzhen Colour Life’’ 深圳市彩生活服務集團有限公司 (Shenzhen Colour Life Services Group Company Limited*), a company established in the PRC and a wholly-owned subsidiary of the Company

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Supplemental Agreement’’

• the agreement dated 28 March 2022 entered into between the parties to the Share Transfer Agreement to supplement the terms of the Share Transfer Agreement

• ‘‘Target Company’’

• Link Joy Holdings Group Co., Limited, a company incorporated in the Cayman Islands with limited liability

• ‘‘Target Group’’ the Target Company and its subsidiaries

• for identification purpose only

– 3 –

LETTER FROM THE BOARD

COLOUR LIFE SERVICES GROUP CO., LIMITED �����������

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1778)

Executive Directors: Mr. Pan Jun (Chairman) Mr. Liu Hongcai Ms. Yang Lan

Non-executive Directors: Mr. Wu Qingbin (Vice Chairman) Mr. Zheng Hongyan Ms. Sun Dongni Independent Non-executive Directors: Mr. Xu Xinmin Mr. Zhu Wuxiang Mr. Lee Yan Fai

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

Corporate Head Office in Hong Kong: 21/F., CMA Building 64 Connaught Road Central Hong Kong

Corporate Headquarters in People’s Republic of China: Block A, Funian Plaza Shihua Road and Zijing Road Interchange in Futian Duty-free Zone Shenzhen 518048 Guangdong Province the PRC

25 July 2023

To the Shareholders

Dear Sir or Madam,

VERY SUBSTANTIAL DISPOSAL AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcements of the Company dated 26 October 2021 and 28 March 2022 respectively in relation to, among others, the Disposal.

The purpose of this circular is to provide you with (i) the details of the Disposal; (ii) a notice of the EGM; and (iii) further information required to be disclosed under the Listing Rules.

– 4 –

LETTER FROM THE BOARD

THE DISPOSAL

On 28 September 2021, the Company as vendor, Shenzhen Colour Life as guarantor, the Purchaser and the Target Company entered into the Share Transfer Agreement in relation to the sale of the Sale Share at a consideration of RMB3,300 million, payable in three instalments of RMB2,300 million, RMB700 million and RMB300 million.

On 30 September 2021, the Company as borrower, Shenzhen Colour Life as guarantor and the Purchaser as lender, entered into the Loan Agreement. Under the Loan Agreement, the Purchaser provided the Loan in the amount of RMB700 million to the Company.

The proceeds of the Loan was applied for the general working capital and repayment of debts of the Group. As security for repayment of the Loan, the Sale Share was charged in favour of the Purchaser.

The Loan was not repaid when it became due on 4 October 2021. The Purchaser enforced the charge on the Sale Share. At the relevant time, the first instalment of RMB2,300 million had been received by the Group while the second instalment of RMB700 million and the third instalment of RMB300 million remained outstanding. Upon enforcement of the share charge in October 2021, the legal and beneficial interest in the Sale Share were transferred to the Purchaser.

Given the consideration for the Sale Share was agreed to be RMB3,300 million under the Share Transfer Agreement, the Share Transfer Agreement was not terminated and the Purchaser remained obliged to fulfil its payment obligations under the Share Transfer Agreement, the parties to the Share Transfer Agreement commenced negotiation for an agreement to supplement the Share Transfer Agreement, which took into account the transfer of the Sale Share by enforcement.

On 28 March 2022, the Company, Shenzhen Colour Life, the Purchaser and the Target Company entered into the Supplemental Agreement to supplement the terms of the Share Transfer Agreement. The Share Transfer Agreement, as supplemented by the Supplemental Agreement, is legally valid and enforceable.

The principal terms of the Share Transfer Agreement, as supplemented by the Supplemental Agreement, are set out below.

Subject matter

The Company conditionally agreed to transfer to the Purchaser, and the Purchaser conditionally agreed to acquire, the Sale Share being the entire issued share capital of the Target Company.

– 5 –

LETTER FROM THE BOARD

Consideration

The consideration for the Disposal is RMB3,300 million. As at the Latest Practicable Date, of RMB2,300 million has been received by the Group.

The balance of the consideration under the Share Transfer Agreement will be payable as follows:

• (i) the amount of RMB700 million will be set off against the loan of RMB700 million that has been advanced by the Purchaser to the Group under the Loan Agreement. Upon the set-off, the Company will be deemed to have discharged its payment obligation under the Loan Agreement in full; and

• (ii) the balance of RMB300 million will be payable in two instalments.

• (a) The first instalment in the amount of RMB280,000,000 will be payable within three business days upon fulfilment of the following conditions:

• (i) the Purchaser having appointed a target work force (including but not limited to senior management in the finance, business operations, legal and human resources departments) to the principal members of the Target Group;

• (ii) the relevant anti-monopoly authorities in the PRC having approved the transactions contemplated under the Share Transfer Agreement;

• (iii) the registration procedures to register the Purchaser as the registered holder of the Sale Share having been completed;

• (iv) the Company having transferred the relevant constitutional documents (including licenses and certificates) and company kit (including company seals and chops) of members of the Target Group to the Purchaser;

• (v) completion of the relevant business registration procedures of certain members of the Target Group;

• (vi) completion of registration of the transfer of the equity interest of the companies to be retained by the Group, namely 深圳市花漾樂商業服務有限公司 and 深圳 市前海盛峰通達股權投資有限公司, from the Target Group to the Group;

• (vii) the release of certain charged equity interests of members of the Target Group, which were charged to banks or financial institutions;

• (viii) the perfection of the formalities of the mortgages subsisting on the immovable properties of the Target Group;

– 6 –

LETTER FROM THE BOARD

• (ix) the Target Company and its principal subsidiaries having settled any outstanding amounts owed by them to members of the Group;

• (x) the Company having settled any amount payable to members of the Target Group;

• (xi) the release of any guarantees provided by members of the Target Group;

• (xii) the Purchaser having obtained the relevant information system and data platform of the principal members of the Target Group; and

• (xiii) the Company having completed the relevant procedures for the change in personnel in members of the Target Group including the retention of working level personnel of the project companies of the Target Group.

• (b) The second instalment in the amount of RMB20,000,000 will be payable within six months upon the Company and Fantasia having obtained the relevant shareholders’ approvals for the the transfer of Sale Share at their respective general meetings.

As at the Latest Practicable Date, conditions (ix) and (x) for the payment of the first instalment remained not satisfied. The Company expects that the conditions will be satisfied by the end of August 2023. The Company will publish an update announcement when condition (a) is fulfilled and the first instalment has been received. With respect to the second instalment, as at the Latest Practicable Date, the second instalment has not been received. The Company will publish a further update announcement after the EGM when condition (b) is fulfilled and the second instalment has been received.

The parties to the Supplemental Agreement have agreed that any unsettled amount owed by members of the Group to the Target Group may be set off via the consideration for the Sale Share payable by the Purchaser.

Basis of the consideration

The consideration was determined after arm’s length negotiations between the Company and the Purchaser with reference to (i) the historical financial performance and the status of the existing projects of the Target Group; (ii) the unaudited combined net profit after taxation of the Target Group; (iii) the price-to-earnings multiple of comparable companies engaging in the property management business in the PRC; and (iv) the price-to-earnings ratios of comparable transactions engaging in the property management business in the PRC by Hong Kong-listed PRC property management companies over the past 12 months of the date of the Share Transfer Agreement.

– 7 –

LETTER FROM THE BOARD

Completion

The transfer of the Sale Share to the Purchaser has taken place in October 2021 as a result of the share charge enforcement as explained in the section headed "THE DISPOSAL" above.

INFORMATION ON THE TARGET GROUP

The Target Company was a company established in the Cayman Islands with limited liability and a direct wholly-owned subsidiary of the Company. The Target Group was principally engaged in the provision of property management services for Commercial and Integrated Mixeduse Properties and residential communities

The following table sets out the GFA and the number of communities where the Target Group provided management and consultancy services in different regions as at 30 September 2021.

Shenzhen Southern China (excluding Shenzhen) Eastern China Southwestern China Northeastern China Northwestern China Northern China Central China Total	As at 30 September 2021 Managed by the Target Group Under the Target Group’s consultancy service arrangements GFA Number of communities GFA Number of communities (’000 sq.m.) (’000 sq.m.) 4,480 19 145 2 15,792 60 132 2 47,130 161 47 1 15,016 56 109 1 7,450 25 – – 3,376 15 – – 11,430 56 – – 7,798 31 – – 112,472 423 433 6	As at 30 September 2021 Managed by the Target Group Under the Target Group’s consultancy service arrangements GFA Number of communities GFA Number of communities (’000 sq.m.) (’000 sq.m.) 4,480 19 145 2 15,792 60 132 2 47,130 161 47 1 15,016 56 109 1 7,450 25 – – 3,376 15 – – 11,430 56 – – 7,798 31 – – 112,472 423 433 6
		6

– 8 –

LETTER FROM THE BOARD

FINANCIAL EFFECT OF THE DISPOSAL

Upon completion of the transfer of the Sale Share, the members of the Target Group ceased to be subsidiaries of the Company, and the financial results of the Target Group were no longer consolidated into the financial statements of the Group.

Effect on earnings

The Group recognised gain on the Disposal of approximately RMB299 million, after taking the professional fees and other expenses directly attributable to the Disposal of approximately RMB13 million and the withholding tax for the Disposal of approximately RMB33 million into consideration.

Effect on assets

The Disposal resulted in a decrease of approximately RMB1,158 million in the total assets of the Group, a decrease of approximately RMB1,457 million in total liabilities of the Group, and an increase of approximately RMB299 million in net assets of the Group, taking into account the net cash and consideration receivables generated from the Disposal of approximately RMB3,300 million less the net asset of the Target Group as at 30 September 2021 of approximately RMB2,955 million, the estimated professional fees and other expenses directly attributable to the Disposal of approximately RMB13 million, and the withholding tax for the Disposal of approximately RMB33 million.

REASON FOR THE DISPOSAL

At the relevant time of entering the Share Transfer Agreement and the Loan Agreement, the Group was faced with tightened liquidity, the Disposal assisted in immediately relieving the liquidity issue of the Group. The proceeds from the Disposal received so far had been utilised as to (i) approximately 76% towards repayment of the principal amount of the bank loans and accrued interests; (ii) approximately 24% as general working capital (including salary payments, prepayment and deposits, utilities and legal fees) of the Group. The remaining proceeds to be received will be applied as general working capital of the Group.

After the Disposal in October 2021, the property sector in China experienced further deterioration in 2022 in terms of contracted sales and liquidity. Many, if not most, market participants were not immuned from the trend. While the 16 supportive measures have been outlined in the Notice of the People’s Bank of China and the China Banking and Insurance Regulatory Commission on Providing Financial Support for the Stable and Healthy Development of the Real Estate Market（ 關於做好當前金融支持房地產市場平穩健康發展工作的通知 ） published in November 2022 with the objective of easing the liquidity issue faced by the sector, it is expected that it would take some time before their impact and benefits will be permeated the sector.

– 9 –

LETTER FROM THE BOARD

For the above reasons and the then prevailing market sentiment, the Company considered that the Disposal, which took place in October 2021, was is in the interests of the Company and the Shareholders as a whole.

The portfolio of the properties under the management of the Target Group was a sub-set of the portfolio of the properties under the management of the Group.

Since completion of the transfer of the Sale Share and as at the Latest Practicable Date, the Group has not engaged in the provision of property management services to pure commercial properties. It remained focused on the provision of property management services to properties in which the majority of the portfolio consists of (i) properties which are purely residential; and (ii) integrated mixed-use properties (including office buildings, shopping malls, leisure facilities, SOHO and serviced apartments) which have residential components, but excluding pure commercial properties.

INFORMATION ON THE PARTIES

(i) The Fantasia Group

Fantasia is an exempted company with limited liability incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1777). The Fantasia Group is one of the leading property developers in the PRC and is principally engaged in (i) property development, (ii) lease of investment properties, (iii) provision of property operation services, (iv) provision of hotel accommodation services, and (v) property management and other related services.

(ii) The Group

The Company is a subsidiary of Fantasia.

The Company is an exempted company with limited liability incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1778).

The Group is a leading property management and community services provider in the PRC, focuses on setting up offline and online service platform via the internet technology and effectively linking the residents of the communities with different commodities and service providers, so as to provide the best living experience for residents of the communities on the back of property management services.

– 10 –

LETTER FROM THE BOARD

(iii) The Purchaser

The Purchaser is an indirect wholly-owned subsidiary of Country Garden. Based on the public information available, the Purchaser and its subsidiaries are principally engaged in the provision of property management services, community value-added services, value-added services to non-property owners, ‘‘Three Supplies and Property Management’’ businesses, city services and commercial operational services.

To the best of the knowledge, information and belief of the Company, after making all reasonable enquiries, the Purchaser and its ultimate beneficial owners are independent of and not connected with the Company and its connected persons.

LISTING RULES IMPLICATIONS

(1) Very substantial disposal

As the highest applicable percentage ratios (as defined under the Listing Rules) in respect of the Disposal is more than 75%, the Disposal constitutes a very substantial disposal of the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

(2) Rule 14.49 of the Listing Rules

Given the Sale Share had already been transferred to the Purchaser prior to obtaining Shareholder’s approval at the EGM, the Disposal did not comply with Rule 14.49 of the Listing Rules. The Company would like to emphasis that the breach was un-intentional and a one-off incident. The transfer of the Sale Share took place via enforcement under unprecedented and exceptional circumstances. At the relevant time in 2021, access to financing suddenly dwindled, the sentiment of homebuyers became depressed, and the cash flow in financing and operations declined sharply, the Group, together with many market participants of the property sector, was faced with unprecedented tightened liquidity. Barring unforeseen and exceptional circumstances, the Company does not expect any similar breaches in the future.

Notwithstanding that the transfer of the Sale Share has taken place, to protect the information rights of the Shareholders, the Company has (i) disclosed the principal terms of the Disposal and information in relation to the Target Group in this circular; and (ii) will convene the EGM so as to provide the forum and opportunity for the Shareholders to ask questions and express their comments in connection with the Disposal.

– 11 –

LETTER FROM THE BOARD

• (3) Rule 14.68(2) and Rule 14.68(3) of the Listing Rules

Set out in Appendix II of this circular is the financial information for the three years ended 31 December 2020 and nine months ended 30 September 2021 of the Target Group.

The period covered by the financial statements set out in Appendix II does not comply strictly with Rule 14.68(2) of the Listing Rules, which provides that the circular should include financial information of the Target Company for the relevant period as defined in the note to Rule 4.06(1)(a), being the three financial years immediately preceding the issue of this circular and a stub period, provided that the relevant period must have ended 6 months or less before the issue of this circular.

The Company considers that disclosure of the financial information for the period as disclosed in Appendix II provides the Shareholders with sufficient and more relevant information for them to consider the Disposal:

• a. Since the transfer, the Company no longer had control of the Target Company. As a matter of fact, the Company would not be able to obtain the financial information of the Target Group as the Sale Share has been transferred to the Purchaser since October 2021 and under the Purchaser’s management.

• b. The principal terms of the Disposal (including the consideration) was originally agreed in September 2021. Appendix II contains the financial information of the Target Group up to and including the month in which the terms of the Disposal was agreed, which was considered by the parties to Share Transfer Agreement when negotiating the terms of the Disposal.

The Company is also not able to comply with Rule 14.68(3) of the Listing Rules which requires disclosure of the financial information required under paragraph 32 of Appendix 16 on the Remaining Group taking into account only the effect of the Disposal. Nevertheless, please refer to the announcements of the Company dated 5 July 2023 for the 2021 annual results, 2022 annual results and the 2022 interim results which reflect the Remaining Group’s performance for the relevant period taking into account the Disposal.

– 12 –

LETTER FROM THE BOARD

(4) Rule 4.29(4) and (5) of the Listing Rules

Set out in Appendix III of this circular is the unaudited pro forma financial information of the Remaining Group.

The unadjusted information was not derived from the most recent audited published financial statements (being the 2022 annual results) and the published interim results (being the 2022 interim results), which is not compliant with Rule 4.29(5). The Company is not able to comply with Rule 4.29(4) of the Listing Rules which requires pro forma financial information to be published in respect of (a) the current financial period; (b) the most recently completed financial period; and/or (c) the most recent interim period for which relevant unadjusted information has been or will be published or is being published in the same document.

Nevertheless, the Company considers that the purpose of disclosure of pro forma information is to illustrate the isolated effect of the Disposal had the Disposal occurred on an earlier date at the beginning of the financial period reported on. This is usually complied based on the latest published financial statements at the relevant time of transfer of the Sale Share. In the present case, the transfer of the Sale Share had occurred in October 2021. The relevant financial period for the purpose of illustrating the impact of the transaction would be the financial year ended 31 December 2020 and six months ended 30 June 2021, which were the financial periods immediately prior to the transfer of the Sale Share. The 2021 and 2022 annual results, which have been published on the Stock Exchange, have already included the financial effect of the Disposal. Strict compliance with Rule 4.29(4) would not be meaningful or could even be misleading to the Shareholders.

As such, the Company is of the view that, the pro forma information, when read together with the financial information of the Target Group immediately prior to the Disposal as set out in Appendix II, would provide Shareholders with relevant and sufficient information for the Shareholders to understand the Disposal.

– 13 –

LETTER FROM THE BOARD

GENERAL

While the Company originally expected to despatch this circular to the Shareholders before 31 May 2022 as stated in the announcement of the Company stated 28 March 2022, the preparation of the circular has been delayed due to unforeseen circumstances including for example the winding- up petition filed against Fantasia, to which the Company is a principal subsidiary, at the Grand Court of the Cayman Islands as disclosed in the announcement of Fantasia dated 27 May 2022; and (ii) substantial resources and effort of Fantasia Group (including the Company) had been prioritised to the proposed restructuring of the offshore debts of Fantasia, which will assist the Group in attaining a more stable capital structure that is crucial to the long term business and operations of the Group, and in turn is of paramount importance to the stakeholders of the Group. The progress made to the offshore debt restructuring has been disclosed in the announcement of Fantasia dated 5 May 2023.

The notice of the EGM is set out on page EGM-1 to EGM-2 of this circular. At the EGM, an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, approve and ratify, the Share Transfer Agreement, the Supplemental Agreement and the transactions contemplated thereunder.

A form of proxy for use in connection with the EGM is enclosed herewith. Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. If you attend and vote at the EGM, the authority of your proxy will be revoked.

Any Shareholders who have a material interest in the Share Transfer Agreement, the Supplemental Agreement and the transactions contemplated thereunder are required to abstain from voting on the relevant ordinary resolution approving the Disposal.

To the best of the Directors’ knowledge and belief and having made all reasonable enquires, no Shareholder has a material interest in the Disposal, thus no Shareholder is required to abstain from voting on the relevant ordinary resolution approving and ratifying the Disposal.

– 14 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the terms of the Disposal are fair and reasonable and in the best interests of the Company and the Shareholders as a whole and therefore recommend the Shareholders to vote in favor of the relevant resolution to be proposed at the EGM as set out in the notice of the EGM.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

By Order of the Board Colour Life Services Group Co., Limited 彩生活服務集團有限公司 PAN Jun

Chairman

– 15 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

Details of the audited consolidated financial information of the Company for the three years ended 31 December 2022 have been published and are available on the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (http://www.colourlife.hk):

• the annual report of the Company for the year ended 31 December 2020 (pages 66 to 192) published on 21 April 2021, available on:

https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0421/2021042101127.pdf;

• the annual result announcement for the year ended 31 December 2021 published on 5 July 2023, available at:

https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0705/2023070501482.pdf; and

• the annual result announcement for the year ended 31 December 2022 published on 5 July 2023, available at:

https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0705/2023070501490.pdf

2. STATEMENT OF INDEBTEDNESS OF THE GROUP

At the close of business on 31 May 2023, being the latest practicable date for the purpose of ascertaining the indebtedness of the Group prior to the printing of this Circular, the Group had outstanding indebtedness as follows:

Lease liabilities

As at 31 May 2023, we, as a lessee, had outstanding lease payments which represented undiscounted unpaid lease payments for the remaining terms of relevant lease agreements (excluding our contingent rental arrangements) in an aggregate amount of RMB24.4 million, which were unsecured and unguaranteed.

Other than above, the Group had amounts due to joint ventures of RMB137 million and amounts due to associates of RMB19 million at 31 May 2023, which were unsecured and unguaranteed.

I – 1

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Save as disclosed above, the Group did not, as of the close of business on 31 May 2023, have any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptance credits or hire purchase commitments, debentures, mortgages, charges, finance lease commitments, guarantees or other material contingent liabilities.

3. WORKING CAPITAL STATEMENT OF THE GROUP

The Directors are of opinion that, after due and careful enquiry and taking into account the Share Transfer Agreement and the transactions contemplated thereunder, and the financial resources available to the Group including the internally generated funds and the available banking facilities, the Group will have sufficient working capital for at least the next 12 months commencing from the date of this circular.

In this regard, the Company has obtained the relevant confirmation as required under Rule 14.66(12) of the Listing Rules.

4. MATERIAL ADVERSE CHANGE

The Directors confirm that, as at the Latest Practicable Date, there has been no material adverse change in the financial or trading position of the Group since 31 December 2022, being the date to which the latest published audited consolidated financial statements of the Company were made up.

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

Upon the Disposal, the Group has focused on the development of the Group’s distinctive business model of the provision of property management services for property developments comprising residential and ancillary non-residential areas such as retail space carparks as well as value-added services and engineering services.

The Group will continue to focus on evolving into a technology-oriented community service platform so as to further consolidate its core competitiveness and promote sustainable development. The Group will explore and pursue new business opportunities, and allocate its resources to expand its principal business lines.

I – 2

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITED FINANCIAL INFORMATION OF THE TARGET GROUP

Set out below are the unaudited condensed consolidated statements of financial position of the Target Group as at 31 December 2018, 2019, 2020 and 30 September 2021, and the unaudited condensed consolidated profit and loss accounts, the unaudited condensed consolidated statements of comprehensive income, unaudited condensed consolidated statements of changes in equity and unaudited condensed consolidated cash flow statements of the Target Group for the years ended 31 December 2018, 2019 and 2020 and for the periods ended 30 September 2020 and 2021 (the ‘‘Historical Financial Information’’).

The Historical Financial Information is prepared by the Directors solely for the purpose of inclusion in this circular in connection with the Disposal. The Unaudited Financial Information of the Target Group has been prepared in accordance with paragraph 14.68(2)(a)(i) of the Listing Rules and prepared on the basis set out in note 2 to the Unaudited Financial Information and is prepared by the Directors solely for the purposes of inclusion in this circular in connection with the disposal of the equity interest in Link Joy Holdings Group Co., Limited.

Prism Hong Kong and Shanghai Limited, the auditor of Colour Life Services Group Co., Limited (the ‘‘Company’’) was engaged to review the Unaudited Financial Information of the Target Group set out on pages II-1 to II-8 of this circular in accordance with International Standard on Review Engagements 2410 ‘‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’’ and with reference to Practice Note 750 ‘‘Review of Financial Information under the Hong Kong Listing Rules for a Very Substantial Disposal’’ issued by the Hong Kong Institute of Certified Public Accountants (the ‘‘HKICPA’’).

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable the auditor to obtain assurance that the auditor would become aware of all significant matters that might be identified in an audit. Accordingly, the auditor does not express an audit opinion.

Based on the review on the Unaudited Financial Information of the Target Group, nothing has come to the auditor’s attention that causes them to believe that the Unaudited Financial Information of the Target Group is not prepared, in all material respects, in accordance with the basis of preparation set out in note 2 to the Unaudited Financial Information of the Target Group.

II – 1

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE THREE YEARS ENDED 31 DECEMBER 2020 AND THE PERIOD ENDED 30 SEPTEMBER 2021

Revenue from contracts with customers Cost of services Gross profit Other income Other gains and losses Impairment losses under expected credit loss model, net of reversal Administrative expenses Profit before tax Income tax expense Profit and total comprehensive income for the year/period	Year 2018 RMB’000 (Unaudited) 2,282,921 (1,660,683) 622,238 10,188 7,624 (12,891) (159,469) 467,690 (106,772) 360,918	ended 31 December 2019 2020 RMB’000 RMB’000 (Unaudited) (Unaudited) 2,489,520 2,489,499 (1,776,849) (1,786,170) 712,671 703,329 25,716 40,006 (900) (1,714) (13,316) (9,011) (138,218) (149,931) 585,953 582,679 (148,707) (133,283) 437,246 449,396	Period ended 30 September 2020 2021 RMB’000 RMB’000 (Unaudited) (Unaudited) 1,787,538 1,943,980 (1,276,172) (1,416,657) 511,366 527,323 33,225 13,846 (1,420) 1,852 (9,669) (12,739) (91,149) (104,586) 442,353 425,696 (110,435) (103,167) 331,918 322,529	Period ended 30 September 2020 2021 RMB’000 RMB’000 (Unaudited) (Unaudited) 1,787,538 1,943,980 (1,276,172) (1,416,657) 511,366 527,323 33,225 13,846 (1,420) 1,852 (9,669) (12,739) (91,149) (104,586) 442,353 425,696 (110,435) (103,167) 331,918 322,529
				527,323 13,846 1,852 (12,739) (104,586)
				425,696 (103,167)
				322,529

II – 2

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AT 31 DECEMBER 2018, 2019 AND 2020 AND 30 SEPTEMBER 2021

Non-current Assets Property, plant and equipment Right-of-use Assets Investment properties Goodwill Intangible assets Deferred tax assets Current Assets Trade receivables Other receivables and prepayments Payments on behalf of residents Amounts due from related parties Financial assets at fair value through profit or loss Pledged bank deposits Bank balances and cash Current Liabilities Trade payables Other payables and accruals Contract liabilities Receipts on behalf of residents Amounts due to related parties Tax liabilities Borrowings due within one year Lease liabilities due within one year Net Current Assets Total Assets Less Current Liabilities Non-current Liabilities Deferred tax liabilities Borrowings due after one year Lease liabilities due after one year Net Assets Capital and Reserves Share capital Reserves	2018 RMB’000 (Unaudited) 113,284 – 77,593 1,430,545 1,014,323 29,391 2,665,136 398,893 250,718 267,741 332,673 4,281 – 1,920,482 3,174,788 365,794 539,827 186,586 276,284 676,199 49,633 744,600 – 2,838,923 335,865 3,001,001 255,546 1,000,000 – 1,255,546 1,745,455 – 1,745,455 1,745,455	31 December 2019 RMB’000 (Unaudited) 91,252 – 117,156 1,430,545 945,325 38,608 2,622,886 459,603 255,050 281,151 353,575 – – 1,088,275 2,437,654 291,266 599,670 241,614 353,440 284,430 68,711 300,000 – 2,139,131 298,523 2,921,409 238,708 500,000 – 738,708 2,182,701 – 2,182,701 2,182,701	2020 RMB’000 (Unaudited) 76,444 5,616 118,316 1,430,545 876,327 49,517 2,556,765 441,572 266,078 285,707 1,217,068 – 14,937 302,088 2,527,450 310,883 568,221 286,860 328,935 154,777 75,428 – 2,531 1,727,635 799,815 3,356,580 221,373 500,000 3,110 724,483 2,632,097 – 2,632,097 2,632,097	30 September 2021 RMB’000 (Unaudited) 91,450 6,138 122,370 1,430,545 824,579 52,233
				2,527,315
				493,841 266,827 371,061 1,012,803 – 14,937 67,731
				2,227,200
				418,857 469,016 270,927 273,521 75,487 76,733 – 2,714
				1,587,255
				639,945
				3,167,260
				209,178 – 3,456
				212,634
				2,954,626
				– 2,954,626
				2,954,626

II – 3

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE THREE YEARS ENDED 31 DECEMBER 2020 AND THE PERIOD ENDED 30 SEPTEMBER 2021

At 1 January 2018 Profit and total comprehensive income for the year Dividends paid to shareholders of subsidiaries Transfer At 31 December 2018 Profit and total comprehensive income for the year Transfer At 31 December 2019 Profit and total comprehensive income for the year Transfer At 31 December 2020 Profit and total comprehensive income for the period Transfer As at 30 September 2021 At 1 January 2020 Profit and total comprehensive income for the period Transfer As at 30 September 2020	Share capital RMB’000 (Unaudited) – – – – – – – – – – – – – – – – – –	Statutory reserve RMB’000 (Unaudited) 39,643 – – 36,092 75,735 – 43,724 119,459 – 44,940 164,399 – 32,253 196,652 119,459 – 27,560 147,019	Other reserve RMB’000 (Unaudited) 276,164 – – – 276,164 – – 276,164 – – 276,164 – – 276,164 276,164 – – 276,164	Retained profits RMB’000 (Unaudited) 1,105,307 360,918 (36,577) (36,092) 1,393,556 437,246 (43,724) 1,787,078 449,396 (44,940) 2,191,534 322,529 (32,253) 2,481,810 1,787,078 331,918 (27,560) 2,091,436	Total RMB’000 (Unaudited) 1,421,114 360,918 (36,577) –
					1,745,455 437,246 –
					2,182,701 449,396 –
					2,632,097 322,529 –
					2,954,626
					2,182,701 331,918 –
					2,514,619

II – 4

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE YEARS ENDED 31 DECEMBER 2020 AND THE PERIOD ENDED 30 SEPTEMBER 2021

OPERATING ACTIVITIES Profit before tax Adjustments for: Impairment losses, net of reversal Depreciation of property, plant and equipment Depreciation of right-of-use assets Amortisation of intangible assets Interest income Loss on disposal of property, plant and equipment Changes in fair value of investment properties Operating cash flows before movements in working capital (Increase) decrease in trade receivables Decrease (increase) in other receivables and prepayments Changes in payments/receipts on behalf of residents (Decrease) increase in contract liabilities Increase (decrease) in trade payables Increase (decrease) in other payables and accruals Cash generated from operations Income taxes paid NET CASH FROM OPERATING ACTIVITIES INVESTING ACTIVITIES Interest received Purchase of property, plant and equipment Proceeds of disposal of property, plant and equipment Proceeds on disposal of investment properties Increase in pledged bank deposits Proceeds on disposal of financial assets at FVTPL Advances to related parties Repayment from related parties NET CASH FROM (USED IN) INVESTING ACTIVITIES	Year 2018 RMB’000 (Unaudited) 467,690 12,891 39,745 – 68,998 (9,839) 72 (3,347) 576,210 (36,234) 219,746 (186,964) (191,889) 160,029 9,378 550,276 (85,168) 465,108 9,839 (50,048) 1,786 – – (4,281) (281,882) 567,403 242,817	ended 31 December 2019 2020 RMB’000 RMB’000 (Unaudited) (Unaudited) 585,953 582,679 13,316 9,011 34,413 32,049 – 1,567 68,998 68,998 (14,185) (15,080) 440 124 (1,646) 344 687,289 679,692 (103,822) 4,683 (4,332) 30,516 55,369 (53,824) 55,028 45,246 (74,528) 19,617 35,106 (72,680) 650,110 653,250 (130,947) (128,851) 519,163 524,399 14,185 15,080 (14,387) (18,414) 1,566 1,049 256 1,324 – (14,937) 4,281 – (72,709) (842,492) 51,807 178,999 (15,001) (679,391)	Period ended 30 September 2020 2021 RMB’000 RMB’000 (Unaudited) (Unaudited) 442,353 425,696 9,669 12,739 34,071 36,228 895 2,052 51,748 51,748 (14,633) (491) 103 138 258 (2,969) 524,464 525,141 (32,655) (63,163) 8,976 (749) (229,099) (150,734) 25,555 (15,933) 82,700 107,974 (129,811) (180,006) 250,130 222,530 (113,655) (101,299) 136,475 121,231 14,633 491 (25,234) (52,536) 929 1,164 4,740 476 (14,937) – – – (440,060) (706,900) 54,728 911,165 (405,201) 153,860	Period ended 30 September 2020 2021 RMB’000 RMB’000 (Unaudited) (Unaudited) 442,353 425,696 9,669 12,739 34,071 36,228 895 2,052 51,748 51,748 (14,633) (491) 103 138 258 (2,969) 524,464 525,141 (32,655) (63,163) 8,976 (749) (229,099) (150,734) 25,555 (15,933) 82,700 107,974 (129,811) (180,006) 250,130 222,530 (113,655) (101,299) 136,475 121,231 14,633 491 (25,234) (52,536) 929 1,164 4,740 476 (14,937) – – – (440,060) (706,900) 54,728 911,165 (405,201) 153,860
				525,141 (63,163) (749) (150,734) (15,933) 107,974 (180,006)
				222,530 (101,299)
				121,231
				491 (52,536) 1,164 476 – – (706,900) 911,165
				153,860

II – 5

APPENDIX II

FINANCIAL INFORMATION OF THE TARGET GROUP

FINANCING ACTIVITIES Payment of lease liabilities Dividend paid to shareholders of the Company Advances from related parties Repayment to related parties NET CASH UESD IN FINANCING ACTIVITIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR/PERIOD CASH AND CASH EQUIVALENTS AT END OF THE YEAR/PERIOD, REPRESENTED BY BANK BALANCES AND CASH	Year 2018 RMB’000 (Unaudited) – (36,577) 644,506 (628,613) (20,684) 687,241 1,233,241 1,920,482	ended 31 December 2019 2020 RMB’000 RMB’000 (Unaudited) (Unaudited) – (1,754) – – 300,573 547 (1,636,942) (629,988) (1,336,369) (631,195) (832,207) (786,187) 1,920,482 1,088,275 1,088,275 302,088	Period ended 30 September 2020 2021 RMB’000 RMB’000 (Unaudited) (Unaudited) (1,002) (2,329) – – 820 52,220 (686,387) (559,339) (686,569) (509,448) (955,295) (234,357) 1,088,275 302,088 132,980 67,731	Period ended 30 September 2020 2021 RMB’000 RMB’000 (Unaudited) (Unaudited) (1,002) (2,329) – – 820 52,220 (686,387) (559,339) (686,569) (509,448) (955,295) (234,357) 1,088,275 302,088 132,980 67,731
				(509,448)
				(234,357) 302,088
				67,731

II – 6

FINANCIAL INFORMATION OF THE TARGET GROUP

APPENDIX II

NOTES TO UNAUDITED FINANCIAL INFORMATION

1. GENERAL INFORMATION

Link Joy Holdings Group Co., Limited (the ‘‘Target Company’’) was incorporated in the Cayman Island on 16 June 2015 with limited liability. The principal activity of the Target Company is investment holding. The subsidiaries of the Target Company are mainly engaged in the provision of property management services.

The immediate holding company of the Target Company is Colour Life Services Group Co., Limited, a company which was incorporated as an exempted company with limited liability in the Cayman Islands and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited. The holding company of the Target Company is Fantasia Holdings Group Co., Limited, a company which was incorporated as an exempted company with limited liability in the Cayman Islands and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited.

On 28 September 2021, Colour Life Services Group Co., Limited (the ‘‘Vendor’’) and Country Garden Property Services HK Holdings Company Limited (the ‘‘Purchaser’’) had entered into an equity transfer agreement, pursuant to which the Vendor has conditionally agreed to sell the entire equity interests (the ‘‘Sale Share’’) in the Target Company and the Purchaser has conditionally agreed to acquire the Sale Share at the consideration of RMB3,300,000,000 (the ‘‘Disposal’’).

2. BASIS OF PREPARATION OF THE UNAUDITED FINANCIAL INFORMATION

The financial information of the Target Group for the three years ended 31 December 2020 and the period ended 30 September 2021 (the ‘‘Relevant Period’’) (‘‘Unaudited Financial Information’’) has been prepared in accordance with Rule 14.68(2)(a)(i) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and solely for the purpose of inclusion in the circular to be issued by the Company in connection with the very substantial disposal of the entire issued share capital of the Target Company on 25 July 2023.

The Target Group was formed specifically for the Disposal through a series of internal reorganisation. Since the Target Company and its subsidiaries are under common control by the Company, the reorganisation during the Relevant Period has been accounted for as business combination under common control in accordance with Accounting Guideline 5 Merger Accounting for Common Control Combinations issued by the Hong Kong Institute of Certified Public Accountants (‘‘HKICPA’’). As a result, the Unaudited Financial Information has been prepared as if the present group structure had been in place throughout the Relevant Period.

II – 7

APPENDIX II

FINANCIAL INFORMATION OF THE TARGET GROUP

The Unaudited Financial Information has been prepared using the same accounting policies as those adopted by the Company in the preparation of the consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2020 and the condensed consolidated financial statements of the Company and its subsidiaries for the six months ended 30 June 2021, which conform with Hong Kong Financial Reporting Standards issued by the HKICPA. The Unaudited Financial Information neither contains sufficient information to constitute a complete set of financial statements as defined in Hong Kong Accounting Standard 1 ‘‘Presentation of Financial Statements’’ nor a set of condensed financial statements as defined in Hong Kong Accounting Standard 34 ‘‘Interim Financial Reporting’’ issued by the HKICPA. It should be read in connection with the Company’s relevant published annual financial statements.

3. RELATED PARTY BALANCES

The amounts due from/to related parties are unsecured, interest-free, repayable on demand and non-trade in nature.

4. PLEDGE OF ASSETS

The following assets were pledged to secure the asset-backed securities issued by a fellow subsidiary of the Target Group at the end of the reporting period:

Trade receivables	At 31 December 2018 2019 RMB’000 RMB’000 39,483 61,613	2020 RMB’000 57,400	At 30 September 2021 RMB’000 72,689

II – 8

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

(A) THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

In connection with the proposed disposal of the equity interest of Target Group, the unaudited pro forma financial information of the Remaining Group has been prepared to illustrate the effect of the proposed Disposal on the Group’s financial position as at 30 June 2021 and the Group’s financial performance and cash flows for the year ended 31 December 2020 as if the Disposal had been completed at 30 June 2021 and 1 January 2020, respectively.

The unaudited pro forma consolidated statement of financial position of the Remaining Group is prepared based on the unaudited condensed consolidated statement of financial position of the Group as at 30 June 2021, which has been extracted from the published interim report of the Company for the six months ended 30 June 2021.

The unaudited pro forma consolidated statement of profit or loss and other comprehensive income and the unaudited pro forma consolidated statement of cash flows of the Remaining Group are prepared based on the audited consolidated statement of profit or loss and other comprehensive income and the audited consolidated statement of cash flows of the Group for the year ended 31 December 2020, which have been extracted from the published annual report of the Company for the year ended 31 December 2020.

The unaudited pro forma financial information of the Remaining Group has been prepared by the Directors in accordance with Rule 4.29 of the Listing Rules and solely for the purpose to illustrate (a) the financial position of the Remaining Group as if the Disposal had been completed on 30 June 2021; and (b) the financial results and cash flows of the Remaining Group as if the Disposal had been completed on 1 January 2020.

The unaudited pro forma financial information of the Remaining Group is prepared based on the aforesaid historical data after giving effect to the Pro forma adjustments described in the accompanying notes. Narrative description of the Pro forma adjustments of the proposed Disposal that are (i) directly attributable to the transaction; and (ii) factually supportable, is summarised in the accompanying notes.

The unaudited pro forma financial information of the Remaining Group has been prepared by the Directors based on certain assumptions, estimates and uncertainties for illustrative purposes only and because of its hypothetical nature, the unaudited pro forma financial information of the Remaining Group may not purport to predict what the financial position of the Remaining Group would have been if the Disposal had been completed at 30 June 2021 or at any future dates, or what the financial results and cash flows of the Remaining Group for the year ended 31 December 2020 or for any future periods would have been if the Disposal had been completed at 1 January 2020.

The unaudited pro forma financial information of the Remaining Group should be read in conjunction with the historical financial information of the Group as set out in Appendix I to this circular and the financial information of the Target Group as set out in Appendix II to this circular respectively, and other financial information included elsewhere in this circular.

III – 1

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE REMAINING GROUP AS AT 30 JUNE 2021

NON-CURRENT ASSETS Property, plant and equipment Right-of-use assets Investment properties Interests in associates Interests in joint ventures Equity instruments designated at FVTOCI Goodwill Intangible assets Other receivables Contract assets Amounts due from related parties Loan receivables Deferred tax assets Deposits paid for potential acquisitions of subsidiaries and investments in associates and joint ventures CURRENT ASSETS Contract assets Trade and other receivables Loan receivables Payments on behalf of residents Amounts due from related parties Restricted/pledged bank deposits Bank balances and cash	The Group RMB’000 (Note 1) 162,058 95,306 147,167 31,375 102,205 107,995 2,317,252 884,574 3,557 6,733 65,591 2,112 77,884 10,653 4,014,462 71,477 1,328,223 30,547 1,002,743 752,157 113,820 2,712,539 6,011,506 10,025,968	Pro forma adjustments The Target Group RMB’000 RMB’000 RMB’000 (Note 2) (Note 3) (Note 4) (91,450) (6,138) (122,370) – – – (1,430,545) (824,579) – – – – (52,233) – (2,527,315) – (760,668) – (371,061) (1,012,803) 309,731 (14,937) (67,731) 3,287,200 (2,227,200) (4,754,515)	The Remaining Group RMB’000 70,608 89,168 24,797 31,375 102,205 107,995 886,707 59,995 3,557 6,733 65,591 2,112 25,651 10,653
			1,487,147
			71,477 567,555 30,547 631,682 49,085 98,883 5,932,008
			7,381,237
			8,868,384

III – 2

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

CURRENT LIABILITIES Trade and other payables Contract liabilities Receipts on behalf of residents Lease liabilities due within one year Amounts due to related parties Tax liabilities Borrowings due within one year Senior notes and bonds due within one year Asset-backed securities issued NET CURRENT ASSETS TOTAL ASSETS LESS CURRENT LIABILITIES NON-CURRENT LIABILITIES Deferred tax liabilities Deferred consideration Lease liabilities due after one year Borrowings due after one year NET ASSETS CAPITAL AND RESERVES Share capital Reserves Equity attributable to owners of the Company Non-controlling interests	The Group RMB’000 (Note 1) 1,421,873 553,653 321,258 9,572 258,520 261,441 497,500 876,489 7,271 4,207,577 1,803,929 5,818,391 222,093 32,242 18,788 955,560 1,228,683 4,589,708 118,036 4,274,259 4,392,295 197,413 4,589,708	Pro forma adjustments The Target Group RMB’000 RMB’000 RMB’000 (Note 2) (Note 3) (Note 4) (887,873) (270,927) (273,521) (2,714) (75,487) 309,731 (76,733) 33,257 – – – (1,587,255) (639,945) (3,167,260) (209,178) – (3,456) – (212,634) (2,954,626) 299,317	The Remaining Group RMB’000 534,000 282,726 47,737 6,858 492,764 217,965 497,500 876,489 7,271
			2,963,310
			4,417,927
			5,905,074
			12,915 32,242 15,332 955,560
			1,016,049
			4,889,025
			118,036 4,573,576
			4,691,612 197,413
			4,889,025

III – 3

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME OF THE REMAINING GROUP FOR THE YEAR ENDED 31 DECEMBER 2020

Revenue from services Cost of sales and services Gross profit Other income Other gains and losses Impairment losses under expected credit loss model, net of reversal Change in fair value of investment properties Selling and distribution expenses Expenses recharged to residential communities under commission basis Administrative expenses Finance costs Share of results of associates Share of results of joint ventures Gain on disposal of subsidiaries Profit before tax Income tax expense Profit for the year Other comprehensive income (expense) Item that may be reclassified subsequently to profit or loss: Change in fair value of equity instruments designated at FVTOCI Deferred taxation effect on change in fair value of equity instruments designated at FVTOCI Other comprehensive income for the year, net of income tax Total comprehensive income for the year Profit for the year attributable to: Owners of the Company Other non-controlling interests Total comprehensive income for the year attributable to: Owners of the Company Other non-controlling interests	The Group RMB’000 (Note 1) 3,596,450 (2,388,688) 1,207,762 69,744 81,165 (89,309) (2,461) (16,944) 78,072 (421,843) (210,387) 3,937 996 – 700,732 (158,677) 542,055 1,793 (448) 1,345 543,400 501,721 40,334 542,055 503,066 40,334 543,400	Pro forma adjustments The Target Group RMB’000 RMB’000 (Note 5) (Note 6) (2,489,499) 1,786,170 (703,329) (40,006) 1,714 9,011 – – – 149,931 – – – – 1,104,499 (582,679) 133,283 (110,450) (449,396) – – – (449,396) 994,049 (449,396) 994,049 – (449,396) (449,396) 994,049 – (449,396)	The Remaining Group RMB’000 1,106,951 (602,518)
			504,433 29,738 82,879 (80,298) (2,461) (16,944) 78,072 (271,912) (210,387) 3,937 996 1,104,499
			1,222,552 (135,844)
			1,086,708
			1,793 (448)
			1,345
			1,088,053
			1,046,374 40,334
			1,086,708
			1,047,719 40,334
			1,088,053

III – 4

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS OF THE REMAINING GROUP FOR THE YEAR ENDED 31 DECEMBER 2020

OPERATING ACTIVITIES Profit before tax Adjustments for: Change in fair value of investment properties Amortisation of intangible assets Depreciation of property, plant and equipment Depreciation of right-of-use assets Share-based payment expenses Loss on disposal of property, plant and equipment Impairment losses under expected credit loss model, net of reversal Interest income Finance costs Net foreign exchange (gain) loss Share of results of associates Share of results of joint ventures Operating cash flows before movements in working capital Decrease in inventories Decrease in trade and other receivables Increase in contract assets Increase in trade and other payables Decrease in contract liabilities Cash generated from operations Income tax paid NET CASH FROM OPERATING ACTIVITIES	The Group RMB’000 (Note 1) 700,732 2,461 137,774 48,206 8,657 6,698 37 89,309 (24,619) 210,387 (84,407) (3,937) (996) 1,090,302 3,700 (171,801) 2,988 (55,154) 166,285 1,036,320 (210,503) 825,817	Pro forma adjustments The Target Group RMB’000 RMB’000 RMB’000 (Note 5) (Note 6) (Note 7) (582,679) (344) (68,998) (32,049) (1,567) – (124) (9,011) 15,080 – – – – (679,692) – 18,625 – 53,063 (45,246) (653,250) 128,851 (524,399)	The Remaining Group RMB’000 118,053 2,117 68,776 16,157 7,090 6,698 (87) 80,298 (9,539) 210,387 (84,407) (3,937) (996)
			410,610 3,700 (153,176) 2,988 (2,091) 121,039
			383,070 (81,652)
			301,418

III – 5

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

INVESTING ACTIVITIES Placement of restricted/pledged bank deposits Withdrawal of restricted/pledged bank deposits Settlement of consideration payables on acquisition of subsidiaries Settlement of consideration receivables of disposal of subsidiaries Purchases of property, plant and equipment Proceeds from disposal of property, plant and equipment Proceeds from disposal of investment properties Redemption of financial assets at FVTPL Redemption of equity instruments designated at FVTOCI Acquisition of associates and joint ventures Capital injection to associates and joint ventures Deposit paid for acquisition of subsidiaries Deposit refunded for acquisition of subsidiaries Disposal of subsidiaries (net of cash and cash equivalent disposed of) Dividend received from joint ventures and associates Interest received Advance of loan receivables Repayment of loan receivables Advances to related parties Repayment from related parties NET CASH USED IN INVESTING ACTIVITIES FINANCING ACTIVITIES Interest paid Net proceeds from the issuance of senior notes and bonds Repayment of principal of asset-backed securities Repayment of senior notes and bonds New borrowings raised Repayment of borrowings Repayment of lease liabilities Dividend paid to shareholders of the Company Dividend paid to non-controlling shareholders of the subsidiaries Contributions from non-controlling shareholders of the subsidiaries Acquisition of additional interest in subsidiaries Advances from related parties Repayments to related parties NET CASH FROM FINANCING ACTIVITIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR Effect of foreign exchange rate changes CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR, represented by bank balances and cash	The Group RMB’000 (Note 1) (54,555) 115,083 (17,511) 22,314 (30,266) 2,853 12,056 3,000 8,360 (3,852) (2,730) (1,380) 595 – 540 24,619 (198,588) 165,513 (421,070) 81,882 (293,137) (137,538) 1,592,069 (85,740) (150,000) 423,993 (1,509,708) (7,241) (24,928) (13,488) 653 (9,909) 348,813 (199,983) 226,993 759,673 1,721,228 (22,322) 2,458,579	Pro forma adjustments The Target Group RMB’000 RMB’000 RMB’000 (Note 5) (Note 6) (Note 7) 14,937 – – – 18,414 (1,049) (1,324) – – – – – – – 3,287,200 – (15,080) – – 842,492 (835,949) (178,999) 596,594 679,391 – – – – – – 1,754 – – – – (547) 835,949 629,988 (596,594) 631,195 786,187 3,287,200 (1,088,275) – (302,088) 3,287,200	The Remaining Group RMB’000 (39,618) 115,083 (17,511) 22,314 (11,852) 1,804 10,732 3,000 8,360 (3,852) (2,730) (1,380) 595 3,287,200 540 9,539 (198,588) 165,513 (414,527) 499,477
			3,434,099
			(137,538) 1,592,069 (85,740) (150,000) 423,993 (1,509,708) (5,487) (24,928) (13,488) 653 (9,909) 1,184,215 (166,589)
			1,097,543
			4,833,060 632,953 (22,322)
			5,443,691

III – 6

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Notes:

• (1) The unaudited condensed consolidated statement of financial position of the Group as at 30 June 2021 is extracted from the interim report of the Company for the six months ended 30 June 2021 and its audited consolidated statement of profit or loss and other comprehensive income and audited consolidated statement of cash flows for the year ended 31 December 2020 are extracted from the annual report of the Company for the year ended 31 December 2020.

• (2) The adjustment represents the exclusion of the assets and liabilities of the Target Group as at 30 June 2021, assuming the Disposal had taken place on 30 June 2021. The assets and liabilities of the Target Group are extracted from the unaudited condensed consolidated statement of financial position of the Target Group set out in Appendix II to this circular.

• (3) The adjustments reflect the cash consideration received upon completion of the Disposal of RMB3,300,000,000 and pro forma gain on Disposal of RMB299,317,000. The calculation of the pro forma gain on Disposal is stated as follows, assuming the Disposal had taken place on 30 September 2021:

Calculation of pro forma gain on Disposal Cash consideration Less: Estimated professional fees and other expenses directly attributable to the Disposal (note b) Less: Net assets of the Target Group as at 30 September 2021 (note a) Gain on Disposal before income tax Less: Estimated income tax expense regarding the Disposal (note c) Gain on Disposal Gain on Disposal attributable to: Owners of the Company Other non-controlling interests Cash received upon the Disposal Less: Estimated professional fees and other expenses directly attributable to the Disposal (note b) Net proceeds arising on Disposal upon completion as at 30 June 2021	RMB’000 3,300,000
	(12,800) (2,954,626)
	332,574 (33,257)
	299,317
	299,317 –
	299,317
	3,300,000 (12,800)
	3,287,200

III – 7

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Notes:

• (a) The amount represents the net assets of the Target Group as at 30 June 2021 as extracted from the unaudited consolidated statement of financial position of the Target Group as at 30 September 2021 set out in Appendix II to this circular.

• (b) The adjustment represents the recognition of the estimated transactions costs of approximately RMB12,800,000, including but not limited to legal and professional fees, directly attributable to the Disposal as estimated by the Directors.

• (c) The amount represents the estimated income tax payable to the PRC tax authority in relation to the gain on the Disposal, which is calculated based on a tax rate of 10%.

• (4) The adjustment represents the elimination of intercompany balances between the Target Group and the Remaining Group.

• (5) The adjustment represents the exclusion of the results of the operation and cash flows of the Target Group for the year ended 31 December 2020, assuming the Disposal had taken place on 1 January 2020. The results of the operation and cash flows of the Target Group are extracted from the unaudited consolidated statement of profit or loss and other comprehensive income and the unaudited consolidated statement of cash flows of the Target Group for the year ended 31 December 2020 set out in Appendix II to this circular.

• (6) The adjustments reflect the gain on disposal of the Target Group by the Group, assuming the Disposal had taken place on 1 January 2020:

Calculation of pro forma gain on Disposal Cash consideration Less: Estimated professional fees and other expenses directly attributable to the Disposal (note b) Less: Net assets of the Target Group as at 1 January 2020 (note a) Gain on Disposal before income tax Less: Estimated income tax expense regarding the Disposal (note c) Gain on Disposal Gain on Disposal attributable to: Owners of the Company Other non-controlling interests Cash received upon the Disposal Less: Estimated professional fees and other expenses directly attributable to the Disposal (note b) Net proceeds arising on Disposal upon completion as at 1 January 2020	RMB’000 3,300,000 (12,800) (2,182,701)
	1,104,499 (110,450)
	994,049
	994,049 –
	994,049
	3,300,000 (12,800)
	3,287,200

III – 8

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Notes:

• (a) The amount represents the net assets of the Target Group as at 1 January 2020 as extracted from the unaudited consolidated statement of financial position of the Target Group as at 31 December 2019 set out in Appendix II to this circular.

• (b) The adjustment represents the recognition of the estimated transactions costs of approximately RMB12,800,000, including but not limited to legal and professional fees, directly attributable to the Disposal as estimated by the Directors.

• (c) The amount represents the estimated income tax payable to the PRC tax authority in relation to the gain on the Disposal, which is calculated based on a tax rate of 10%.

• (7) The adjustment represents the adjustments of cash flows between the Target Group and the Remaining Group.

• (8) Other than set out above, no other adjustment has been made to reflect any trading results, cash flows or other transactions of the Group entered into subsequent to 30 June 2021 or 1 January 2020, respectively, for the preparation of the unaudited pro forma consolidated statement of financial position of the Remaining Group as at 30 June 2021 or the unaudited pro forma consolidated statement of profit or loss and other comprehensive income and the unaudited pro forma consolidated statement of cash flows of the Remaining Group for the year ended 31 December 2020. These Pro forma adjustments will not have any continuing effect on the Remaining Group’s consolidated statement of profit or loss and other comprehensive income and consolidated statement of cash flows.

III – 9

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

(B) INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following is the text of a report received from the reporting accountants of the Company, Prism Hong Kong and Shanghai Limited, Certified Public Accountants, Hong Kong, prepared for the purpose of incorporation in this circular, in respect of the unaudited pro forma financial information of the Remaining Group.

The Directors

Colour Life Services Group Co., Limited

Cricket Square, Hutchins Drive PO Box 2681, Grand Cayman KY1-1111, Cayman Islands

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Colour Life Services Group Co., Limited (the ‘‘Company’’) and its subsidiaries (collectively referred to as the ‘‘Group’’) by the directors of the Company for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma consolidated statement of financial position as at 30 June 2021, the unaudited pro forma consolidated statement of profit or loss and other comprehensive income for the year ended 31 December 2020, the unaudited pro forma consolidated statement of cash flows for the year ended 31 December 2020, and related notes as set out on pages III-1 to III-13 of the investment circular in connection with disposal of equity interests in Link Joy Holdings Group Co., Limited. The applicable criteria on the basis of which the directors of the Company have compiled the unaudited pro forma financial information are described in Note 1 to 8.

The unaudited pro forma financial information has been compiled by the directors of the Company to illustrate the impact of the disposal of equity interest in Link Joy Holdings Group Co., Limited (the ‘‘Disposal’’) on the Group’s financial position as at 30 June 2021 and the Group’s financial performance and cash flows for the year ended 31 December 2020 as if the Disposal had taken place at 30 June 2021 and 1 January 2020 respectively. As part of this process, information about the Group’s financial position as at 30 June 2021 and, financial performance and cash flows for the year ended 31 December 2020 has been extracted by the directors of the Company from the Group’s financial statement, on which interim and annual report has been published.

III – 10

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Directors’ Responsibility for the Unaudited pro forma Financial Information

The directors of the Company are responsible for compiling the unaudited pro forma financial information in accordance with paragraph 29 of Chapter 4 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and with reference to Accounting Guideline 7 ‘‘Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars’’ (‘‘AG7’’) issued by the Hong Kong Institute of Certified Public Accountants (the ‘‘HKICPA’’).

Our Independence and Quality Control

We have complied with the independence and other ethical requirement of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity professional competence and due care, confidentiality and professional behavior. The firm applies Hong Kong Standard on Quality Control 1 ‘‘Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements’’ and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountants’ Responsibilities

Our responsibility is to express an opinion, as required by paragraph 29(7) of Chapter 4 of the Listing Rules, on the unaudited pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the unaudited pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 ‘‘Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus’’ issued by the HKICPA. This standard requires that the reporting accountants plan and perform procedures to obtain reasonable assurance about whether the directors of the Company have compiled the unaudited pro forma financial information in accordance with paragraph 29 of Chapter 4 of the Listing Rules and with reference to AG7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the unaudited pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the unaudited pro forma financial information.

III – 11

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

The purpose of unaudited pro forma financial information included in an investment circular is solely to illustrate the impact of the Disposal on unadjusted financial information of the Group as if the Disposal had occurred at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Disposal at 30 June 2021 would have been as presented.

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• the related unaudited pro forma adjustments give appropriate effect to those criteria; and

• the unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountants’ judgment, having regard to the reporting accountants’ understanding of the nature of the Group, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

III – 12

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Opinion

In our opinion:

• (a) the unaudited pro forma financial information has been properly compiled on the basis stated;

• (b) such basis is consistent with the accounting policies of the Group; and

• (c) the adjustments are appropriate for the purposes of the unaudited pro forma financial information as disclosed pursuant to paragraph 29(1) of Chapter 4 of the Listing Rules.

Prism Hong Kong and Shanghai Limited

Certified Public Accountants Lee Kwok Lun Practising Certificate Number: P06294

Hong Kong 25 July 2023

III – 13

GENERAL INFORMATION

APPENDIX IV

1. 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 Company. 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 respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors’ and chief executives’ interests and short positions in shares, underlying shares and debentures of the Company and its associated corporations

As at the Latest Practicable Date, the Directors and chief executives of the Company and their associates had the following interests in the Shares, underlying Shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers under Appendix 10 of the Listing Rules (the ‘‘Model Code’’).

a. Long position in the Shares and underlying shares of the Company

					Approximate
			Number of		percentage
	Capacity/Nature	Number of	underlying		of issued
Name of director	of interest	shares held	shares held(1)	Total	share capital
Mr. Pan Jun	Beneficial owner	–	1,755,440	1,755,440	0.12%
Mr. Xu Xinmin	Beneficial owner	–	710,000	710,000	0.05%
Ms. Yang Lan	Beneficial owner	10,000	–	10,000	0.00%

Notes:

• (1) The relevant interests are unlisted physically settled options granted pursuant to the share option scheme of the Company.

• (2) As at the Latest Practicable Date, the total number of issued shares of the Company is 1,487,525,754.

IV – 1

GENERAL INFORMATION

APPENDIX IV

• b. Long position in the shares and underlying shares of the associated corporations of the Company

==> picture [355 x 191] intentionally omitted <==

----- Start of picture text -----

Number of
shares/
underlying Approximate
Name of associated Capacity/ shares/equity percentage of
Name of director corporation Nature of interest interest held interest
Mr. Pan Jun Fantasia Beneficial owner 9,980,000 [(1)] 0.17%
Shenzhen Caizhiyun Beneficial owner RMB7,000,000 [(2)] 70%
Network Technology
Co., Ltd.
Fantasy Pearl Interest of 20 [(3)] 20%
International Limited controlled
corporation
----- End of picture text -----

Notes:

• (1) These underlying shares are unlisted physically settled options granted pursuant to the share option scheme of Fantasia.

• (2) Shenzhen Cai Yun Network Technology Co., Ltd is owned as to 70% by Mr. Pan Jun and 30% by Mr. Tang Xuebin, and the financial results of which have been consolidated and accounted for as a subsidiary of the Company by virtue of various structured contracts, details of which are disclosed in the section headed ‘‘History, Reorganisation and the Group Structure’’ in the Company’s prospectus dated 17 June 2014.

• (3) Fantasy Pearl International Limited is owned as to 80% by Ice Apex Limited and 20% by Graceful Star Overseas Limited, which is wholly owned by Mr. Pan Jun.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company and any of its associated corporations(within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were deemed or taken to have under such provisions of the SFO), or (b) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or (c) which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

IV – 2

APPENDIX IV

GENERAL INFORMATION

(b) Substantial Shareholders’ interests and short positions

			Approximate
Name of substantial		Number of	percentage of
shareholders	Capacity	Shares held	holding
Ms. Zeng Jie, Baby	Interest of controlled corporation(1)(2)(3)	1,013,643,318 (L)	68.14%
Ice Apex Limited	Interest of controlled corporation	782,407,472 (L)	52.60%
Fantasy Pearl International Limited	Interest of controlled corporation	780,104,676 (L)	52.44%
	Beneficial owner	2,302,796 (L)	0.15%
Fantasia	Beneficial owner	780,104,676 (L)	52.44%
Jovial New Limited	Interest of controlled corporation	231,235,846 (L)	15.54%
Delight Vision Holdings Limited	Interest of controlled corporation	231,235,846 (L)	15.54%
Splendid Fortune Enterprise Limited	Beneficial owner	231,235,846 (L)	15.54%

• (L) denotes long position

Notes:

• (1) These shares comprises (i) 780,104,676 shares held by Fantasia; (ii) 2,302,796 shares beneficially owned by Fantasy Pearl and (iii) 231,235,846 shares beneficial owned by Splendid Fortune Enterprise Limited.

• (2) The Company is owned as to 52.44% by Fantasia. Fantasia is owned as to 57.41% by Fantasy Pearl, which is owned as to 80% by Ice Apex and 20% by Graceful Star. Ice Apex is wholly owned by Ms. Zeng Jie, Baby. Accordingly, Ms. Zeng Jie, Baby is deemed to be interested in the shares of the Company held by Fantasia for the purpose of Part XV of the SFO.

• (3) Splendid Fortune is 67.36% owned by Delight Vision Holdings Limited and 32.64% owned by Colour Success Limited. Delight Vision Holdings Limited is wholly-owned by Jovial New Limited which is owned as to 100% by Ms. Zeng Jie, Baby. Accordingly, Ms. Zeng Jie, Baby is deemed to be interested in the shares of the Company held by Splendid Fortune for the purpose of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, so far as was known to any Director or chief executive of the Company, no other persons or companies (other than the Directors or chief executive of the Company) had any interests or short positions in the Shares or underlying Shares which were recorded in the register kept by the Company pursuant to section 336 of the SFO, or which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors is a director or employee of a company which had an interest or short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

IV – 3

GENERAL INFORMATION

APPENDIX IV

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors entered, or proposed to enter, into any service contract with any member of the Group, excluding contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation).

4. DIRECTORS’ INTERESTS IN ASSETS AND CONTRACTS OF THE GROUP

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors had any interest, either directly or indirectly, in any assets which has since 31 December 2022 (being the date to which the latest published audited consolidated financial statements of the Company were made up) been acquired or disposed of by or leased to, any member of the Group or are proposed to be acquired or disposed of by, or leased to, any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date and which is significant in relation to the businesses of any member of the Group.

5. MATERIAL CONTRACTS

Except as disclosed below, no other contract (not being a contract entered into in the ordinary course of business) has been entered into by any member of the Group within the two years preceding the date of this circular and is or may be material.

• (i) the Share Transfer Agreement;

• (ii) the Loan Agreement; and

• (iii) the Supplemental Agreement.

IV – 4

GENERAL INFORMATION

APPENDIX IV

6. LITIGATION

As at the Latest Practicable Date, except as disclosed below, so far as the Directors are aware, the Group was not engaged in any material litigation or arbitration proceedings nor is any material litigation or claim pending or threatened against it.

7. EXPERT AND CONSENT

(a) Qualification of Expert

Set out below is the qualification of the expert who has given an opinion contained in this circular:

Name

Qualification

Prism Hong Kong and Certified Public Accountants, Hong Kong Shanghai Limited

(b) Interests of Expert

As at the Latest Practicable Date, the abovementioned expert was not interested in any securities of any member of the Group or has any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any securities in any member of the Group, and the abovementioned expert did not have any direct or indirect interest in any assets which have been, since 31 December 2022 (being the date to which the latest published audited accounts of the Company have been made up), acquired or disposed of by, or leased to, or were proposed to be acquired or disposed of by, or leased to, any member of the Group.

(c) Consent

The abovementioned expert has given and has not withdrawn its written consent to the issue of this circular and the inclusion of its reports and/or references to its name in the form and context in which they respectively appear in this circular.

8. DIRECTORS’ INTEREST IN COMPETING BUSINESS

As at the Latest Practicable Date, except as disclosed below, so far as the Directors are aware of, none of the Directors nor their respective close associates had any interest in any business which competes or is likely to compete, or is in conflict or is likely to be in conflict, either directly or indirectly, with the business of the Group.

IV – 5

GENERAL INFORMATION

APPENDIX IV

1. GENERAL

2. (a) The registered address of the Company is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

3. (b) The principal place of business of the Company in Hong Kong is at 21/F., CMA Building, 64 Connaught Road Central, Hong Kong.

4. (c) The Hong Kong share registrar of the Company is Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

5. (d) The company secretary of the Company is Ms. Yeung Lee. Ms. Yeung is a Chartered Secretary, a Chartered Governance Professional, and an associate member of both The Hong Kong Institute of Chartered Secretaries and The Chartered Governance Institute (formerly known as ‘‘Institute of Chartered Secretaries and Administrators’’) in the United Kingdom. She obtained a Bachelor of Science degree from the Hong Kong University of Science and Technology and has extensive experience in company secretarial, corporate governance and compliance matters.

6. (e) In the event of any inconsistency, the English version of this circular shall prevail over the Chinese version.

10. DOCUMENTS ON DISPLAY

The following documents are available on the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (www.colourlife.hk) for a period of 14 days from the date of this circular:

• (a) the financial information of the Target Group, the text of which is set out in Appendix II of this circular;

• (b) the report on the Unaudited Pro-Forma Financial Information of the Remaining Group, the text of which is set out in Appendix III of this circular;

• (c) the material contracts referred to in the section headed ‘‘Material Contracts’’ of this Appendix; and

• (d) the written consent referred to in the section headed ‘‘Expert and Consent’’ of this Appendix.

IV – 6

NOTICE OF THE EGM

COLOUR LIFE SERVICES GROUP CO., LIMITED �����������

(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 Imagination Room, BOHUB, 5/F., Tower A, The Platinum Tower, No. 1 Tairan 7th Road, Futian District, Shenzhen, the PRC on Friday, 8 September 2023 at 11:00 a.m. or immediately after the conclusion of the annual general meeting of the Company to be held on the same day, whichever is later, for the purposes of considering and, if thought fit, passing the following resolution (with or without modifications):

ORDINARY RESOLUTION

‘‘THAT

• (a) the agreement (the ‘‘Agreement’’) dated 28 September 2021 and the supplemental agreement (the ‘‘Supplemental Agreement’’) dated 28 March 2022 entered into among the Company, Country Garden Property Services HK Holdings Company Limited, 深圳市彩生活服務集團有限公司 (Shenzhen Colour Life Services Group Co., Ltd.*) and Link Joy Holdings Group Co., Limited in relation to the transfer of the entire issued share capital of Link Joy Holdings Group Co., Limited (as supplemented and amended from time to time), copies of each of which are tabled at the meeting and marked ‘‘A’’ and signed by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (b) any one director of the Company be and is hereby authorised to, on behalf of the Company, do all such acts and sign, seal, execute and deliver all such documents and take all such actions as he/she may consider necessary, appropriate, desirable or expedient for the purpose of or in connection with or to give effect to the Agreement and the Supplemental Agreement and the transactions contemplated thereunder.’’

By Order of the Board Colour Life Services Group Co., Limited 彩生活服務集團有限公司 PAN Jun

Chairman

Hong Kong, 25 July 2023

EGM – 1

NOTICE OF THE EGM

Notes:

1. Any member of the Company entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies (if holding two or more shares) to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorised.

3. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the EGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the EGM or any adjourned meeting thereof should he so wishes and in such event, the form of proxy shall be deemed to be revoked.

4. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purposes seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.

5. The register of members of the Company will be closed from Monday, 4 September 2023 to Friday, 8 September 2023, both days inclusive, during which period no transfer of shares will be registered.

6. In order to qualify as shareholders to attend and vote at the EGM, all completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Friday, 1 September 2023.

7. A form of proxy for use at the EGM is enclosed.

EGM – 2