Colour Life Services Group Co., Limited — Proxy Solicitation & Information Statement 2025

Apr 29, 2025

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 a stockbroker or other registered dealer in securities, a 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, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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赵坚

COLOUR LIFE SERVICES GROUP CO., LIMITED

彩生活服務集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1778)

(1) PROPOSED GENERAL MANDATES TO

BUY BACK AND ISSUE SHARES;

(2) PROPOSED RE-ELECTION OF DIRECTORS;

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

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A notice convening the Annual General Meeting of Colour Life Services Group Co., Limited 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, 23 May 2025 at 10:30 a.m. is set out on pages 15 to 19 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the Stock Exchange's HKExnews website at http://www.hkexnews.hk and the Company's website at http://www.colourlife.hk.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting and at any adjournment thereof if you so wish. In such event, the form of proxy shall be deemed to be revoked.

30 April 2025

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CONTENTS

Page

Definitions 1

Letter from the Board

1. Introduction 3
2. Proposed Granting of General Mandate to Buy Back Shares 4
3. Proposed Granting of General Mandate to Issue Shares 4
4. Proposed Re-election of Directors 4
5. Annual General Meeting and Proxy Arrangement. 5
6. Recommendation 6
7. Responsibility Statement 6

Appendix I — Explanatory Statement on the Buy-back Mandate 7

Appendix II — Details of the Directors Proposed to be Re-elected at the Annual General Meeting. 11

Notice of Annual General Meeting. 15

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DEFINITIONS

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

"Annual General Meeting"
the annual general meeting 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, 23 May 2025 at 10:30 a.m., or any adjournment thereof

"Articles"
the articles of association of the Company

"Board"
the board of Directors

"Buy-back Mandate"
a general and unconditional mandate to be granted to the Directors to exercise the powers of the Company to buy back Shares of not exceeding 10% of the aggregated number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution at the Annual General Meeting

"Company"
Colour Life Services Group Co., Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

"Director(s)"
the director(s) of the Company

"Fantasia Group"
Fantasia Holdings and its subsidiaries

"Fantasia Holdings"
Fantasia Holdings Group Co., Limited, an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange, and the controlling shareholder of the Company

"Group"
the Company and its subsidiaries

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DEFINITIONS

“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Issue Mandate”	a general and unconditional mandate to be granted to the Directors to allot, issue or deal with unissued Shares and/or to resell treasury shares of the Company (if permitted under the Listing Rules) of not exceeding 20% of the total number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution at the Annual General Meeting
“Latest Practicable Date”	19 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Nomination Committee”	the nomination committee of the Company
“PRC”	the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan)
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
“Share(s)”	the ordinary share(s) in the share capital of the Company
“Shareholder(s)”	the registered holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Code on Takeovers and Mergers issued by the Securities and Futures Commission as amended from time to time
“treasury shares”	has the meaning ascribed to it under the Listing Rules
“%”	per cent

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LETTER FROM THE BOARD

COLOUR LIFE SERVICES GROUP CO., LIMITED

彩生活服務集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1778)

Executive Directors:
Mr. LIU Hongcai (Executive President)
Ms. YANG Lan (Chief Financial Officer)

Non-executive Directors:
Mr. Zhu Jindong (Chairman)
Mr. Timothy David Gildner
Mr. Sha Feng

Independent Non-executive Directors:
Mr. Lee Yan Fai
Mr. Zhang Raymond Yue
Ms. Yu Shan

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

Headquarters and Principal Place of Business in the PRC:
10/F, Tower B, The Platinum Tower,
No. 1 Tairan 7th Road
Futian District
Shenzhen, the PRC

Principal Place of Business in Hong Kong:
21/F., CMA Building
64 Connaught Road Central
Hong Kong

30 April 2025

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED GENERAL MANDATES TO
BUY BACK AND ISSUE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of certain resolutions to be proposed at the Annual General Meeting for (i) the granting to the Directors of the Buy-back Mandate and the Issue Mandate; and (ii) the re-election of the Directors.

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF GENERAL MANDATE TO BUY BACK SHARES

At the annual general meeting of the Company held on 22 May 2024, a general mandate was granted to the Directors to buy back Shares. Such mandate has already lapsed. In order to give the Company the flexibility to buy back Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting by the Company to approve the granting of the Buy-back Mandate to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution at the Annual General Meeting.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to approve the proposed granting of the Buy-back Mandate is set out in Appendix II to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 22 May 2024, a general mandate was granted to the Directors to issue Shares. Such mandate has already lapsed. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting by the Company to approve the granting of the Issue Mandate to the Directors to allot, issue or deal with unissued Shares and/or to resell treasury shares of the Company (if permitted under the Listing Rules) of not exceeding 20% of the total number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution at the Annual General Meeting (i.e. a total of 371,881,438 Shares on the basis of the 1,859,407,192 Shares in issue as at the Latest Practicable Date and assuming that there is no change in the total number of issued Shares before the Annual General Meeting). An ordinary resolution to extend the Issue Mandate by adding the number of Shares bought back by the Company pursuant to the Buy-back Mandate will also be proposed at the Annual General Meeting.

4. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 83(3) of the Articles, Mr. Sha Feng, who was appointed as a non-executive Director on 17 April 2025, shall hold office until the Annual General Meeting and, being eligible, is willing to offer himself for re-election at the Annual General Meeting.

In accordance with Article 84 of the Articles, one-third of the then Directors (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) are subject to retirement by rotation at each Annual General Meeting. Therefore, Mr. Liu Hongcai (an executive Director), Mr. Zhu Jindong (a non-executive Director) and Mr. Lee Yan Fai (a non-executive Director) will retire by rotation and, being eligible, offer themselves for re-election.

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LETTER FROM THE BOARD

The Nomination Committee had reviewed the proposed re-election of Mr. Lee Yan Fai ("Mr. Lee") as an independent non-executive Director pursuant to the criteria set out in the Company's nomination policy and board diversity policy and reviewed the written confirmation of independence of Mr. Lee. The Nomination Committee is of the view that Mr. Lee would bring to the Board his own perspectives, skills and experience and can contribute to the diversity of the Board with his business and professional backgrounds. The Board considers that Mr. Lee satisfies the criteria for independence as set out in Rule 3.13 of the Listing Rules. Taking into account Mr. Lee's background and his past and prospective contributions to the Company, the Board accepted the recommendations from the Nomination Committee and recommends to the Shareholders the proposed re-election of Mr. Lee as an independent non-executive Director at the Annual General Meeting.

Biographical details of the Directors to be re-elected are set out in Appendix I to this circular.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 15 to 19 of this circular.

Pursuant to the Listing Rules and the Articles, any vote of shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands pursuant to the Listing Rules. An announcement on the poll vote results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the Stock Exchange's HKExnews website at http://www.hkexnews.hk and the Company's website at http://www.colourlife.hk. To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting and at any adjournment thereof if you so wish. In such event, the form of proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

6. RECOMMENDATION

The Directors consider that the re-election and proposed election of the Directors and granting of the Buy-back Mandate and the Issue Mandate, are in the best interests of the Company and the Shareholders. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

7. RESPONSIBILITY STATEMENT

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

Yours faithfully,

By Order of the Board

Colour Life Services Group Co., Limited

Zhu Jindong

Chairman

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APPENDIX I

EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Buy-back Mandate.

1. SHARES IN ISSUE

As at the Latest Practicable Date, the total number of Shares in issue was 1,859,407,192 Shares and the Company did not have any treasury shares.

Subject to the passing of the ordinary resolution granting the Buy-back Mandate at the Annual General Meeting and on the basis that there will be no change in the total number of issued Shares before the Annual General Meeting, i.e. being 1,859,407,192 Shares, the Directors would be authorised under the Buy-back Mandate to buy back, during the period in which the Buy-back Mandate remains in force, a total of 185,940,719 Shares, representing 10% of the total number of issued Shares (excluding treasury shares) as at the date of the Annual General Meeting.

1. REASONS FOR SHARE BUY-BACK

The Directors believe that the proposed granting of the Buy-back Mandate is in the best interests of the Company and the Shareholders.

When exercising the Buy-back Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the repurchases, resolve to cancel the Shares bought back following settlement of any such buy-back or hold them as treasury shares. Shares bought back for cancellation may, depending on the then market conditions and funding arrangements, lead to an enhancement of the net asset value per Share and/or earnings per Share. On the other hand, Shares bought back and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Articles, and the laws of the Cayman Islands. Share buy-back will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders.

1. FUNDING OF SHARE BUY-BACK

In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

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APPENDIX I

EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

4. IMPACT OF SHARE BUY-BACK

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 December 2024) in the event that the Buy-back Mandate is carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:

Month	Price Per Share
	Highest HK$	Lowest HK$
2024
April	0.193	0.159
May	0.304	0.170
June	0.234	0.189
July	0.209	0.180
August	0.193	0.179
September	0.264	0.182
October	0.369	0.227
November	0.220	0.165
December	0.184	0.169
2025
January	0.172	0.154
February	0.172	0.155
March	0.178	0.156
April (up to and including the Latest Practicable Date)	0.171	0.151

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APPENDIX I

EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

6. GENERAL

None of the Directors, nor, to the best of their knowledge and having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the proposed granting of the Buy-back Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the proposed granting of the Buy-back Mandate is approved by the Shareholders.

The Directors will exercise the power of the Company to buy back Shares pursuant to the proposed Buy-back Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

Neither this explanatory statement nor the proposed Share buy-back has any unusual features.

7. TAKEOVERS CODE

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

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APPENDIX I

EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

To the best of the knowledge and belief of the Company, as at the Latest Practicable Date, Fantasia Holdings, Fantasy Pearl International Limited and Splendid Fortune Enterprise Limited are regarded as a group of Shareholders acting in concert to exercise their voting right in the Company (the "Controlling Shareholders") and they together are interested in a total of 1,301,467,396 Shares representing approximately 69.99% of the total issued share capital of the Company. In the event that the Directors exercised the proposed Buy-back Mandate in full, the shareholding of the Controlling Shareholders acting in concert would be increased to approximately 77.78% of the total issued share capital of the Company after the share buy-back. In the opinion of the Directors, such increase would not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code but will result in the amount of Shares held by the public being reduced to less than 25%. The Directors have no present intention to exercise the Buy-back Mandate to such extent so as to result in triggering mandatory offer obligation or the public holding of Shares dropping below 25% of the issued share capital of the Company.

Save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of an exercise of the Buy-back Mandate.

8. BUY-BACK OF SHARES MADE BY THE COMPANY

No Shares had been bought back by the Company, whether on the Stock Exchange or otherwise, in the last six months preceding the Latest Practicable Date.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The biographical details of the Directors proposed for re-election at the Annual General Meeting is set out below.

1. Mr. Liu Hongcai

Mr. Liu Hongcai (劉宏才) (“Mr. Liu”), aged 49, was appointed as the executive director of the Company on 24 December 2021. He is the executive president of Shenzhen Colour Life Services Group Co., Limited (“Shenzhen Colour Life Services Group”) and is responsible for the overall operation of the Group’s projects. Mr. Liu joined the Group on 30 December 2010 and acted as the general manager of the Shenzhen business division of the Group. He acted as the general manager of the Eastern Shenzhen business division of the Group on 5 January 2012, and he was the general manager of Guangzhou business division of the Group from 8 January 2013 to 31 December 2016. He acted as the general manager of Guangdong and Guangxi regions of the Group and the general manager of the Guangzhou business division from 1 January 2017 to 31 March 2020, and the person-in-charge of the Group’s Hunan and Hubei regions (at the general manager level) from 1 April 2020. He was the vice president and regional president of the Western Theater Command of Shenzhen Colour Life Service Group from 16 May 2020 to 8 October 2021. He has been the executive president of Shenzhen Colour Life Service Group since 9 October 2021. Prior to joining the Group, he was the regional director of Shenzhen Fantasia Property Management Limited from 2 August 2008 to 29 December 2010 and the project manager of Shenzhen Fantasia Property Management Limited (Kangqiao Branch) from 1 August 2007 to 1 August 2008. He served various roles in China Overseas Property Management Co., Limited from 31 December 1998 to 31 July 2007 and his last position was project manager.

Mr. Liu obtained a bachelor’s degree in Real Estate and Realty Management from International Business University of Beijing in 2005. He was awarded 2020 Top 100 Property Manager of the PRC (2020中國物業經理人100強) and Meritorious Person of the 40th Anniversary of the Development of the Property Management Industry in Guangdong Province (廣東省物業管理行業發展四十周年功勳人物).

The Company has entered into a service contract with Mr. Liu for a term of three years commencing from 24 December 2021, and the service contract has been renewed on 24 December 2024 until 24 December 2027, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Liu does not receive additional remuneration in relation to his role as executive Director.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

As at the Latest Practicable Date, Mr. Liu held 290,400 share options of the Company, entitling him to subscribe for 290,400 Shares.

Save as disclosed above and as at the Latest Practicable Date, Mr. Liu (i) did not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company; (ii) was not interested in the Shares within the meaning of Part XV of the SFO; and (iii) did not hold any position in the Company or any subsidiary of the Company, nor any directorship in other listed public companies in Hong Kong or overseas in the last three years.

Save as disclosed above and as at the Latest Practicable Date, there is no other information about Mr. Liu that needs to be brought to the attention of the holders of securities of the Company or disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

2. Mr. Sha Feng

Mr. Sha Feng ("Mr. Sha"), aged 44, was appointed as a non-executive Director on 17 April 2025. He has served as the financial director of Beijing 360 Shuzhi Technology Co., Ltd. ("360 Shuzhi", formerly known as Beijing Hongying Information Technology Co., Ltd.) since April 2021. Before joining 360 Shuzhi, he served as the financial director of Beijing Wanda Culture Industry Group Co., Ltd. from April 2014 to April 2021. He served as the auditor, the assistant audit manager and the audit manager of Deloitte Touche Tohmatsu Certified Public Accountants LLP from October 2002 to April 2014.

Mr. Sha obtained a bachelor's degree in economics from Tianjin University of Finance and Economics in 2002 and a master's degree in economics from the University of International Business and Economics in 2012 respectively. He is a non-practicing member of both the Chinese Institute of Certified Public Accountants and the China Certified Tax Agents.

Mr. Sha has entered into an appointment letter with the Company as a non-executive Director for a term of three years commencing on 17 April 2025. He confirms that he will not receive any director's emoluments during his tenure as a non-executive Director. In accordance with the Articles, Mr. Sha's appointment as a non-executive Director is subject to retirement by rotation and re-election at the general meeting of the Company.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed above and as at the Latest Practicable Date, Mr. Sha (i) did not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company; (ii) was not interested in the Shares within the meaning of Part XV of the SFO; and (iii) did not hold any position in the Company or any subsidiary of the Company, nor any directorship in other listed public companies in Hong Kong or overseas in the last three years.

Save as disclosed above and as at the Latest Practicable Date, there is no other information about Mr. Sha that needs to be brought to the attention of the holders of securities of the Company or disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

3. Mr. Zhu Jindong

Mr. Zhu Jindong (“Mr. Zhu”), aged 42, is a non-executive Director, the chairman of the Board and the chairman of the Nomination Committee of the Company. Mr. Zhu was appointed as a non-executive Director on 11 September 2023. Mr. Zhu has been the assistant president of Fantasia Holdings since 2021.

Mr. Zhu joined the Fantasia Group in July 2004 and served various roles relating to project management, sales and operational management. Since 2015, Mr. Zhu has been in a managerial position within the Fantasia Group. He has approximately 19 years of experience in the real estate industry. Mr. Zhu obtained a Bachelor’s degree in civil engineering from Harbin Institute of Technology in July 2003.

Mr. Zhu has entered into a service contract with the Company for a term of three years with effect from 11 September 2023. With effect from 1 October 2024, the director’s fee of Mr. Zhu was adjusted to HK$360,000 per annum, which was determined with reference to his background, qualification, experience, duties and responsibilities to the Company and the prevailing market situation. His appointment is subject to retirement and re-election at the general meetings in accordance with the Articles.

Save as disclosed above and as at the Latest Practicable Date, Mr. Zhu (i) did not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company; (ii) was not interested in the Shares within the meaning of Part XV of the SFO; and (iii) did not hold any position in the Company or any subsidiary of the Company, nor any directorship in other listed public companies in Hong Kong or overseas in the last three years.

Save as disclosed above and as at the Latest Practicable Date, there is no other information about Mr. Zhu that needs to be brought to the attention of the holders of securities of the Company or disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

4. Mr. Lee Yan Fai

Mr. Lee Yan Fai (“Mr. Lee”), aged 41, was appointed as an independent non-executive Director on 14 June 2023. He is currently the chairman of the audit committee and member of the audit committee and the remuneration committee. Mr. Lee obtained his Master’s degree of Professional Accounting from The Hong Kong Polytechnic University. Mr. Lee has been a practising accountant in Hong Kong since 2014. He is a fellow member of Hong Kong Institute of Certified Public Accountants and an associate of The Institute of Concreted Accountants in England and Wales. He is currently an independent non-executive director of TS Wonders Holding Limited (stock code: 1767), a company listed on the Stock Exchange. Mr. Lee has over 10 years’ extensive experience by working in international audit firms and other listed companies. Mr. Lee was the financial controller of each of China Carbon Neutral Development Group Limited (formerly known as Bisu Technology Group International Limited) (stock code: 1372) from August 2015 until December 2018 and Sino Golf Holdings Limited (stock code: 361) from September 2015 until December 2018, both being companies listed on the Main Board of the Stock Exchange. He currently serves as a managing partner of SFAI (HK) CPA Limited.

Mr. Lee has entered into an appointment letter with the Company as an independent non-executive Director for a term of three years. He is entitled to receive a director’s fee of HK$180,000 per annum which is determined with reference to his background, qualification, experience, duties and responsibilities to the Company and the prevailing market situation.

Save as disclosed above and as at the Latest Practicable Date, Mr. Lee (i) did not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company; (ii) was not interested in the Shares within the meaning of Part XV of the SFO; and (iii) did not hold any position in the Company or any subsidiary of the Company, nor any directorship in other listed public companies in Hong Kong or overseas in the last three years.

Mr. Lee has confirmed his compliance with the independence criteria as set out in Rule 3.13 of the Listing Rules. Save as disclosed above and as at the Latest Practicable Date, there is no other information about Mr. Lee that needs to be brought to the attention of the holders of securities of the Company or disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

COLOUR LIFE SERVICES GROUP CO., LIMITED

彩生活服務集團有限公司

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1778)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual 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, 23 May 2025 at 10:30 a.m. for the following purposes:

1. To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and the auditor for the year ended 31 December 2024;
2. To re-elect Mr. Liu Hongcai as an executive director of the Company;
3. To re-elect Mr. Sha Feng as a non-executive director of the Company;
4. To re-elect Mr. Zhu Jindong as a non-executive director of the Company;
5. To re-elect Mr. Lee Yan Fai as an independent non-executive director of the Company;
6. To authorise the board of directors to fix the directors’ remuneration;

7. To re-appoint Prism Hong Kong Limited as auditors of the Company to hold office until the conclusion of the next annual general meeting and to authorise the board of directors to fix their remuneration;

8. 15 -

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NOTICE OF ANNUAL GENERAL MEETING

and, as special business, to consider and, if thought fit, pass the following resolutions, with or without modifications, as ordinary resolutions:

ORDINARY RESOLUTIONS

8. "THAT

(a) subject to paragraph (b) below, a general mandate be and is hereby unconditionally given to the directors of the Company (the "Director(s)") to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and which is recognised by The Securities and Futures Commission of Hong Kong (the "Securities and Futures Commission") and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the rules and regulations of the Securities and Futures Commission and the Stock Exchange or of any other stock exchange as amended from time to time;

(b) the total number of the shares of the Company to be bought back or agreed to be bought back by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of issued shares (excluding treasury shares) of the Company as at the date of passing of this resolution and the approval pursuant to paragraph (a) shall be limited accordingly; and

(c) for the purpose of this resolution, "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:

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

(ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

(iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held."

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NOTICE OF ANNUAL GENERAL MEETING

1. "THAT

(a) subject to paragraph (b) below, a general mandate be and is hereby unconditionally given to the Directors to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to allot, issue and deal with the unissued shares of the Company and/or to resell treasury shares of the Company (if permitted under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules")), and to make and grant offers, agreements and options (including securities convertible into shares or options, warrants or similar rights to subscribe for shares) which would or might require the exercise of such powers, whether during the Relevant Period or thereafter;

(b) the total number of shares allotted, issued or agreed conditionally or unconditionally to be allotted, issued or dealt with together with the treasury shares of the Company resold (if permitted under the Listing Rules) pursuant to the approval in paragraph (a) above during the Relevant Period, otherwise than pursuant to the following, shall not exceed 20% of the total number of issued shares (excluding treasury shares) of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly:

(i) a rights issue where shares are offered for a period fixed by the Directors to shareholders on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard, as appropriate, to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or stock exchange in Hong Kong, or in any territory applicable to the Company);

(ii) the exercise of options under a share option scheme;

(iii) the exercise of rights of conversion under the terms of any securities which are convertible into shares of the Company or exercise of warrants to subscribe for shares of the Company;

(iv) any scrip dividend scheme or similar arrangement providing for the allotment and issue of shares in lieu of the whole or in part of any dividend in accordance with the articles of association of the Company; or

(v) any specific authority granted or to be granted by the shareholders of the Company in general meeting; and

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NOTICE OF ANNUAL GENERAL MEETING

(c) for the purpose of this resolution, “Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

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

(ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

(iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.”

1. “THAT conditional upon the passing of resolutions nos.8 and 9 as set out in the notice convening this meeting, the general mandate granted to the Directors pursuant to resolution no.9 to exercise the powers of the Company to allot, issue and deal with the unissued shares of the Company and/or to resell treasury shares of the Company (if permitted under the Listing Rules) be and is hereby extended by the addition thereto the aggregate number of the shares of the Company to be bought back by the Company under the authority granted pursuant to resolution no.8, provided that such number in aggregate shall not exceed 10% of the total number of issued shares (excluding treasury shares) of the Company as at the date of passing of this resolution.”

By Order of the Board

Colour Life Services Group Co., Limited

Mr. Zhu Jindong

Chairman

Hong Kong, 30 April 2025

Notes:

1. All resolutions proposed at the meeting shall be voted by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange and of the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. On a show of hands every shareholder who is present in person or by proxy shall have one vote. In the case of a poll, every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

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NOTICE OF ANNUAL GENERAL MEETING

1. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. For determining the qualification as shareholders of the Company to attend and vote at the above meeting, the register of members of the Company will be closed from Tuesday, 20 May 2025 to Friday, 23 May 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify as shareholders to attend and vote at the above meeting, unregistered holders of shares of the Company are required to lodge all transfer documents accompanied by the relevant share certificates with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 19 May 2025.

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