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First Service Holding Limited Proxy Solicitation & Information Statement 2023

May 30, 2023

50373_rns_2023-05-30_d68b0814-1fa8-4c32-b5e3-bcd2d60b6e0d.pdf

Proxy Solicitation & Information Statement

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

First Service Holding Limited 一 第 服 务 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2107)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the ‘‘EGM’’) of First Service Holding Limited (the ‘‘Company’’) will be held at the 3rd Floor, Building 10, Wanguocheng MOMA, No. 1 Xiangheyuan Road, Dongzhimenwai, Dongcheng District, Beijing, the PRC on Tuesday, June 20, 2023 at 3:30 p.m. for the purpose of considering and, if thought fit, pass the following resolution as ordinary resolution:

1. ‘‘THAT

  • (a) the Agreement (a copy of which has been produced to the EGM and marked ‘‘A’’ and initialed by the chairman of the EGM for the purpose of identification) and the transaction contemplated thereunder be and are hereby approved, confirmed and ratified;

  • (b) the grant of specific mandate to the Directors to allot and issue the Consideration Shares in accordance with the terms and conditions of the Agreement, conditional upon the Stock Exchange granting the listing of, and permission to deal in, the Consideration Shares;

  • (c) any one Director be and is hereby authorized to execute all such documents, instruments, agreements and deeds and do all such acts, matters and things that are of administrative nature only and ancillary to the transaction contemplated under the Agreement, as he/she may in his or her absolute discretion consider necessary or desirable for the purpose of and in connection with the implementation of the Agreement and the transaction contemplated thereunder, including the allotment and issue of the Consideration Shares, and to agree to such variations of the term and conditions of the Agreement and the transaction contemplated thereunder that are of administrative nature only as he or she may in his or her absolute discretion consider necessary or desirable;

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  • (d) the grant by the Company to the Vendors, and the performance of the obligation of the Company upon the exercise by the Vendors of the Call Option be and are hereby approved, confirmed and ratified;

  • (e) the grant by the Vendors to the Company of the Put Option be and is hereby approved, confirmed and ratified; and

  • (f) the exercise of the Put Option pursuant to Rule 14.76(2) of the Listing Rules be and is hereby approved, confirmed and ratified.’’

By order of the Board First Service Holding Limited Zhang Peng Chairman

Hong Kong, May 31, 2023

Notes:

  1. For the purpose of determining the entitlement of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, June 15, 2023 to Tuesday, June 20, 2023 (both days inclusive), during which period no transfer of Shares will be registered. To be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates and the duly completed and signed transfer forms must be lodged for registration with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Wednesday, June 14, 2023.

  2. A member of the Company who is entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his/her/its stead. The proxy need not be a member of the Company. If more than one proxy is appointed, the appointment shall specify the number of Shares in respect of which each such proxy is appointed.

  3. This form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time fixed for holding the EGM (i.e. before 3:30 p.m. on Sunday, June 18, 2023) or any adjournment thereof.

  4. The above ordinary resolutions will be voted by poll.

  5. As at the date of this notice, our executive Directors are Mr. Liu Peiqing, Mr. Jia Yan, Mr. Jin Chungang and Ms. Zhu Li, our non-executive Directors are Mr. Zhang Peng and Mr. Long Han, and our independent non-executive Directors are Ms. Sun Jing, Mr. Cheng Peng and Mr. Chen Sheng.

  6. References to time and dates in this notice are to Hong Kong time and dates.

  7. Details of the above resolution to be considered at the EGM are set out in the circular of the Company dated May 31, 2023 (the ‘‘Circular’’). Unless otherwise defined in this notice, capitalized terms used in this notice shall have the same meanings as those defined in the Circular.

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