Ling Yue Services Group Limited — Proxy Solicitation & Information Statement 2022

Apr 21, 2022

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 Ling Yue Services Group 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.

Ling Yue Services Group Limited 領 悅 服 務 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2165)

(I) GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES; (II) RE-ELECTION OF RETIRING DIRECTORS; AND

(III) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Ling Yue Services Group Limited (the “ Annual General Meeting ”) to be held at 44/F, Tower A, Leading International Finance Center, 2nd Tianfu Street, Gaoxin District, Chengdu City, Sichuan Province, PRC on Wednesday, 22 June 2022 at 11:00 a.m. is set out on pages 18 to 23 of this circular.

A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company’s branch share registrar 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 Annual General Meeting (i.e. by 11:00 a.m. on Monday, 20 June 2022) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

PRECAUTIONARY MEASURES FROM THE ANNUAL GENERAL MEETING

Please refer to the notice of the Annual General Meeting for measures being taken to prevent and control the spread of the respiratory illness caused by a novel coronavirus, COVID-19 (the “ Pandemic ”) at the Annual General Meeting, including:

• compulsory body temperature checks and health declarations;

• • wearing of facial surgical mask for each attendee; and • no provision of corporate gift or refreshment.

Due to the Pandemic, the Company may be required to change the Annual General Meeting arrangements at short notice. Shareholders are advised to check the website of The Stock Exchange of Hong Kong Limited and the Company’s website for future announcements and updates on the Annual General Meeting arrangements.

21 April 2022

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandates to issue and to buy back Shares. . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of the retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Closure of register of members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Annual General Meeting and proxy arrangement. . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I — Explanatory Statement on Share Buy-back Mandate . . . . . . . . . . .	10
Appendix II — Details of the Directors proposed to be re-elected at
the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

DEFINITIONS

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

• “Acting in Concert Deed”

• the acting in concert deed dated 29 January 2021 and executed by the Ultimate Controlling Shareholders, details of which are set out in “Relationship with Controlling Shareholders — Acting in Concert Deed” of the prospectus of the Company dated 29 June 2021

• “Annual General Meeting”

• the annual general meeting of the Company to be convened and held at 44/F, Tower A, Leading International Finance Center, 2nd Tianfu Street, Gaoxin District, Chengdu City, Sichuan Province, PRC at 11:00 a.m. on Wednesday, 22 June 2022, to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 18 to 23 of this circular, or any adjournment thereof

• “Articles of Association”

• the articles of association of the Company currently in force

• “Board”

• the board of Directors

• “Business Day”

• any day on which the Stock Exchange is open for the business of dealing in securities listed thereon

• “Cayman Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (as amended, supplemented or otherwise modified from time to time)

• “Company”

• Ling Yue Services Group Limited (領悅服務集團有限公 司), 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 (stock code: 2165)

• “Director(s)”

• the director(s) of the Company

– 1 –

DEFINITIONS

“Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Issuance Mandate” a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares as at the date of passing of the relevant resolution granting such mandate “Latest Practicable Date” 11 April 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular “Listing Date” 12 July 2021, the date on which dealings in the Shares on the Stock Exchange first commence

• “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time

“PRC” the People’s Republic of China, but for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Register of Members” the register of members of the Company “RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time “Share(s)” the ordinary share(s) of HK$0.01 each in the share capital of the Company

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DEFINITIONS

“Share Buy-back Mandate” a general mandate proposed to be granted to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares as at the date of passing of the relevant resolution granting such mandate “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Code on Takeovers and Mergers approved by the Securities and Futures Commission of Hong Kong as amended from time to time

“Ultimate Controlling Shareholders” Mr. Liu Haowei, Mr. Liu Ce, Mr. Liu Yuhui, Ms. Wang Tao, Ms. Long Yiqin and Ms. Hou Sanli “%” per cent

In this circular, the terms “close associate”, “core connected person”, “controlling shareholder”, “subsidiary” and “substantial shareholder” shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.

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LETTER FROM THE BOARD

Ling Yue Services Group Limited 領 悅 服 務 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2165)

Executive Directors: Mr. Liu Yuhui (Chairman) Ms. Luo Hongping

Non-executive Directors: Ms. Wang Tao Ms. Hou Sanli

Independent Non-executive Directors: Ms. Luo Ying Ms. Zhang Qian Ms. Zou Dan

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

Principal place of business and headquarters in the PRC: 44/F, Tower A Leading International Finance Center No. 151, 2nd Tianfu Street Gaoxin District Chengdu, Sichuan Province PRC

Principal Place of Business in Hong Kong: 5/F, Manulife Place 348 Kwun Tong Road Kowloon Hong Kong

21 April 2022

To the Shareholders

Dear Sir or Madam,

(I) GENERAL MANDATE TO ISSUE SHARES AND TO BUY BACK SHARES;

(II) RE-ELECTION OF RETIRING DIRECTORS; AND (III) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you with information in respect of the resolutions to be proposed at the Annual General Meeting including, among other matters, (i) the grant to the Directors the Issuance Mandate, the Share Buy-back Mandate and the extension of the Issuance

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LETTER FROM THE BOARD

Mandate; (ii) re-election of the retiring Directors; and (iii) to give the Shareholders notice of the Annual General Meeting at which resolutions will be proposed for the Shareholders to consider and, if thought fit, approve the aforesaid matter.

A notice convening the Annual General Meeting is set out on pages 18 to 23 of this circular.

2. GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES

Pursuant to the written resolutions of the then Shareholder passed on 22 June 2021, the Directors were granted by the then Shareholder (i) a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate number of Shares of the Company in issue immediately following the completion of the capitalisation issue and the global offering; (ii) a general unconditional mandate to buy back Shares up to 10% of the aggregate number of Shares of the Company in issue or to be issued immediately following the completion of the capitalization issue and the global offering; and (iii) to extend the general mandate of (i) above to include Shares bought back pursuant to the general mandate of (ii) above. Such general mandates will expire at the conclusion of the forthcoming Annual General Meeting.

At the Annual General Meeting, separate ordinary resolutions will be proposed:

• (a) to grant the Issuance Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with Shares with a total number of Shares not exceeding 20% of the total number of Shares in issue of the Company as at the date of passing the resolution. The Issuance Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Articles of Association or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company. Based on 285,685,000 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or bought back prior to the date of the Annual General Meeting, the Directors will be authorised to issue up to 57,137,000 Shares under the Issuance Mandate;

• (b) to grant the Share Buy-back Mandate to the Directors to exercise all powers of the Company to buy back issued Shares subject to the criteria set out in this circular. Under such Share Buy-back Mandate, the maximum number of Shares that the Company may be bought back shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution. As at the Latest Practicable Date, the number of Shares in issue is 285,685,000 Shares. Subject to the passing of the proposed ordinary resolution approving the grant of the Share Buy-back

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LETTER FROM THE BOARD

Mandate and assuming no further Shares are issued or bought back prior to the Annual General Meeting, the Company would be allowed under the Share Buy-back Mandate to buy back a maximum of 28,568,500 Shares, being 10% of the entire issued share capital of the Company as at the date of passing of the resolution in relation thereto. The Share Buy-back Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Articles of Association or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company; and

• (c) subject to the passing of the aforesaid ordinary resolutions granting the Issuance Mandate and the Share Buy-back Mandate, to extend the number of Shares to be allotted and issued under the Issuance Mandate by an additional number representing such number of Shares bought back under the Share Buy-back Mandate.

In accordance with the Listing Rules, an explanatory statement is set out in Appendix I to this circular to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution granting the Share Buy-back Mandate at the Annual General Meeting.

3. RE-ELECTION OF THE RETIRING DIRECTORS

The Board currently consists of seven Directors, namely Mr. Liu Yuhui and Ms. Luo Hongping as executive Directors; Ms. Wang Tao and Ms. Hou Sanli as non-executive Directors; Ms. Luo Ying, Ms. Zhang Qian and Ms. Zou Dan as independent non-executive Directors.

Pursuant to Article 84(1) of the Articles of Association, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation and be eligible for re-election and re-appointment at every annual general meeting, provided that every Director shall be subject to retirement by rotation at the annual general meeting at least once every three years.

Pursuant to Article 84(2) of the Articles of Association, a retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day

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LETTER FROM THE BOARD

those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed by the Board pursuant to Article 83(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

Accordingly, Mr. Liu Yuhui, Ms. Luo Hongping and Ms. Wang Tao shall retire by rotation and, being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.

The biographical details of the above named Directors who are subject to re-election at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

The re-election of each of the Director is subject to a separate resolution as set out in the notice of the Annual General Meeting in this circular.

4. CLOSURE OF REGISTER OF MEMBERS

The Register of Members will be closed from Friday, 17 June 2022 to Wednesday, 22 June 2022 (both days inclusive), for the purpose of determining the entitlement to attend and vote at the Annual General Meeting scheduled to be convened and held on Wednesday, 22 June 2022. The record date will be Wednesday, 22 June 2022. In order to be eligible to attend and vote at the Annual General Meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712−1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Thursday, 16 June 2022.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

Set out on pages 18 to 23 of this circular is a notice convening the Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve, among other matters, (i) the grant to the Directors the Issuance Mandate, the Share Buy-back Mandate and the extension of the Issuance Mandate; and (ii) the re-election of the retiring Directors.

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 websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.lingyue-service.com). 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 notarially certified copy of that power of attorney or authority at the Company’s

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LETTER FROM THE BOARD

branch share registrar 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 (i.e. by 11:00 a.m. on Monday, 20 June 2022) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof if you so wish.

All the resolutions set out in the notice of the Annual General Meeting would be decided by poll in accordance with the Listing Rules and the Articles of Association. The chairman will explain the detailed procedures for conducting a poll at the commencement of the Annual General Meeting.

On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy will have one vote for every fully paid Share held. A Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy who is entitled to more than one vote need not use all his/her/its votes or cast all his/her/its votes in the same way.

In view of the ongoing spread of the coronavirus disease (COVID-19) and the recent guidelines for prevention and control of its spread, The Company strongly recommends Shareholders, who intend to attend the Annual General Meeting, to submit the form of proxy for voting instead of attending the Annual General Meeting in person. The form of proxy has been despatched to Shareholders and is available to download on the websites of the Company (http://www.lingyue-service.com) or Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk). After the conclusion of the Annual General Meeting, the poll results will be published on the websites of the Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.lingyue-service.com).

6. RECOMMENDATION

The Directors consider that (i) the grant to the Directors the Issuance Mandate, the Share Buy-back Mandate and the extension of the Issuance Mandate; and (ii) the re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders to vote in favor of all the resolutions proposed at the Annual General Meeting.

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LETTER FROM THE BOARD

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 Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief and 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.

8. GENERAL

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

9. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, By order of the Board Ling Yue Services Group Limited Liu Yuhui

Chairman

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APPENDIX I EXPLANATORY STATEMENT ON SHARE 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 Share Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 285,685,000 Shares. Subject to the passing of the ordinary resolution set out in the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 285,685,000 Shares, the Directors would be authorized under the Share Buy-back Mandate to buy back, during the period in which the Share Buy-back Mandate remains in force, a total of 28,568,500 Shares, representing 10% of the total number of Shares in issue as at the date of the passing of the relevant resolution at the Annual General Meeting.

2. REASONS FOR SHARE BUY-BACK

The Directors have no present intention to buy back any Shares but consider that the ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and/or its earning per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders as a whole.

As compared with the financial position of the Company as at 31 December 2021 (as disclosed in its latest audited financial statements for the year ended 31 December 2021), the Directors consider that there would not be any material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed buy-backs were to be carried out in full during the proposed buy-back period. In the circumstances, the Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would have a material adverse impact on the working capital or gearing ratio of the Company.

3. FUNDING OF SHARE BUY-BACK

Any buy-back of securities of the Company would be funded entirely from the cash flow or working capital facilities available to the Company, and will, in any event be made out of funds legally available for the purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands and the Listing Rules. Such funds include, but are not limited to, profits available for distribution. Purchases may only be effected out of the profits of the Company

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APPENDIX I EXPLANATORY STATEMENT ON SHARE BUY-BACK MANDATE

or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorized by its Articles of Association and subject to the provisions of the Companies Law, out of capital. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company’s share premium account, or, if so authorized by the Articles of Association and subject to the provisions of the Companies Law, out of capital.

4. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

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

No core connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Share Buy-back Mandate is granted by the Shareholders.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to buy back pursuant to the Share Buy-back Mandate and in accordance with the Listing Rules, the Articles of Association and the laws of the Cayman Islands.

6. EFFECT OF TAKEOVERS CODE

A buy-back of Shares by the Company may result in an increase in the proportionate interests of a substantial Shareholder in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best of the knowledge and belief of the Company and as recorded in the register required to be kept by the Company under Section 336 of the SFO, the Ultimate Controlling Shareholders, namely Mr. Liu Yuhui, Mr. Liu Ce, Mr. Liu Haowei, Ms. Wang Tao, Ms. Long Yiqin and Ms. Hou Sanli, by virtue of the Acting in Concert Deed through the investment holding companies controlled by them, were entitled to exercise voting rights of 74.67% of the total number of issued Shares as at the Latest Practicable Date.

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APPENDIX I EXPLANATORY STATEMENT ON SHARE BUY-BACK MANDATE

In the event that the Directors exercise in full the power to buy back the Share pursuant to the Shares Buy-back Mandate which is proposed to be granted, the Ultimate Controlling Shareholders will be entitled to exercise voting rights of approximately 82.96% of the total number of issued Shares. The Directors are not aware of such an increase would give rise to an obligation to make a mandatory offer under the Takeovers Code if the Share Buy-back Mandate was to be exercised in full.

Assuming that there is no further issue of Shares between the Latest Practicable Date and the date of buy-back, the exercise of Shares Buy-back Mandate whether in whole or in part will result in less than 25% of the total number of issued Shares being held by the public as required by Rule 8.08 of the Listing Rules. The Directors, however, have no present intention to exercise the Share Buy-back Mandate to an extent as may result in a public shareholding of less than such prescribed percentage.

7. SHARE PURCHASE MADE BY THE COMPANY

The Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the period from the Listing Date up to the Latest Practicable Date.

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APPENDIX I EXPLANATORY STATEMENT ON SHARE BUY-BACK MANDATE

8. SHARE PRICES

During each of the period from the Listing Date to the Latest Practicable Date, the highest and lowest prices per Share at which Shares have traded on the Stock Exchange were as follows:

	Month	Highest	Lowest
		HK$	HK$
2021	July	5.50	4.19
	August	5.00	4.19
	September	4.33	4.09
	October	4.30	3.57
	November	4.29	2.48
	December	4.17	3.30
2022	January	4.00	3.70
	February	3.86	3.50
	March	3.99	3.04
	April (up to and including the Latest
	Practicable Date)	3.68	3.59

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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 to be re-elected at the Annual General Meeting are set out below:

EXECUTIVE DIRECTORS

• (1) Mr. Liu Yuhui (劉玉輝) , (“ Mr. Liu ”), aged 49, was appointed as our Director on 28 August 2020. He was appointed as the chairman of our Board and re-designated as our executive Director on 26 January 2021. He is responsible for overseeing the business development and business strategies of our Group. Mr. Liu is an entrepreneur with approximately 21 years of experience in the PRC property development and management industries. Mr. Liu co-founded our Group together with his two brothers, Mr. Liu Shan and Mr. Liu Yuqi in January 2002 through the establishment of Lingyue Property Services Group Co., Ltd. (領悅物業服務集團 有限公司) (the “ Lingyue Property Services ”). Capitalizing on his experience in the PRC property development and management industries, Mr. Liu has guided our sustained and steady business development for the past two decades. Mr. Liu has been a director in Lingyue Property Services and Chengdu Rongyue Jinghui Enterprise Management Co., Ltd. (成都融 悅景匯企業管理有限公司) (the “ Chengdu Rongyue Jinghui ”) since December 2020. He has been an executive director, chairman and chief executive officer of Leading Holdings Group Limited (領地控股集團有限公司) (stock code: 6999) (the “ Leading Holdings ”) since July 2019. He has also held various directorships in subsidiaries of Leading Holdings, including Leading Group Co., Ltd. (領地集團有限公司) since June 2008 and Guangdong Leading Real Estate Development Co., Ltd. (廣東領地房地產開發有限公司), since November 2008.

Mr. Liu obtained a master’s degree in business administration from the University of Wales in the United Kingdom in December 2013. He also completed an academic program related to real estate investment in Massachusetts Institute of Technology in the United States in October 2015. Mr. Liu has been the deputy chairman of The General Association of Sichuan Entrepreneurs (四川省川商總會) since June 2016.

Save as disclosed above, Mr. Liu does not at present, nor did he in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas, nor does he hold other positions in the Company or members of the Group.

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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 was interested and deemed to be interested in 213,313,000 Shares pursuant to Part XV of the SFO. Save as disclosed above, as at the Latest Practicable Date, Mr. Liu does not or is not deemed to have any interest or short position (within the meaning of Part XV of the SFO) in any Shares, underlying Shares or debentures of the Company.

Mr. Liu has entered into a service contract with the Company for a term of three years commencing from 28 August 2020, and is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the memorandum and articles of association of the Company. Pursuant to the service contract, Mr. Liu will not receive an annual remuneration for his role as executive Director.

Mr. Liu is the brother-in-law of Ms. Wang Tao and Ms. Hou Sanli, both of whom are non-executive directors.

Save as aforesaid, Mr. Liu confirmed there is no information which is required to be disclosed pursuant to the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

• (2) Ms. Luo Hongping (羅紅萍) (“ Ms. Luo ”), aged 45, was appointed as our executive Director on 26 January 2021. Ms. Luo Hongping joined our Group in January 2017 as a chief financial officer and has been responsible for the overall financial management of our Group.

From January 2005 to December 2010, she worked as a financial manager in Zhongya Jianye Jianshe Construction Co., Ltd. (中亞建業建設工程有限公司), a construction company, where she was primarily responsible for its overall financial management. From January 2012 to December 2020, she worked as a general manager of finance department in Leading Holdings, where she was primarily responsible for the overall financial management of such company.

Ms. Luo obtained a diploma’s degree in accounting from Leshan Normal College (樂山師範 學院) in the PRC in June 2011, respectively. She obtained the accounting qualification certificate (會計從業資格證書) granted by Leshan Finance Bureau (樂山市財政局) in April 1998. She also obtained the qualification of intermediate accountant (中級會計師證) from the MOF in May 2004.

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

APPENDIX II

Save as disclosed above, Ms. Luo does not at present, nor did she in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas, nor does she hold any other positions in the Company or members of the Group.

As at the Latest Practicable Date, Ms. Luo does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Ms. Luo has entered into a service contract with the Company for a term of three years commencing from 26 January 2021, and is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the memorandum and articles of association of the Company. Pursuant to the service contract, Ms. Luo will be entitled to receive an annual remuneration (including salary, allowances and benefits in kid) of approximately RMB0.3 million for her role as non-executive Director, which is determined by the Board upon recommendation from the remuneration committee with reference to her qualification, level of duties and responsibilities undertaken in the Company and the prevailing market conditions.

Ms. Luo does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Save as aforesaid, Ms. Luo confirmed that there is no information which is required to be disclosed pursuant to the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

NON-EXECUTIVE DIRECTOR

• (3) Ms. Wang Tao (王濤) , (“ Ms. Wang ”) aged 50, was appointed as our non-executive Director on 26 January 2021 and is responsible for providing guidance and formulation of business strategies for the overall development of our Group. Ms. Wang joined our Group in January 2003 and had been a director of Lingyue Property Services until December 2013.

From April 1994 to March 2003, Ms. Wang worked in Sichuan Jianye Construction Engineering Co., Ltd.* (四川建業建築工程有限公司) with her last position as a manager of its material equipment department. Since March 2003, she has been a supervisor of Leading Group, an indirect wholly-owned subsidiary of Leading Holdings. Since January 2016, she has been a general manager of the supervision and auditing department of Lingyue Property Services.

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

APPENDIX II

Ms. Wang obtained a college’s degree in psychology from Institute of Psychology in University of Chinese Academy of Sciences (中國科學院心理研究所) through long distance learning in the PRC in August 2003.

Save as disclosed above, Ms. Wang does not at present, nor did she in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas, nor does she hold any other positions in the Company or members of the Group.

As at the Latest Practicable Date, Ms. Wang was interested and deemed to be interested in 213,313,000 Shares pursuant to Part XV of the SFO. Save as disclosed above, as at the Latest Practicable Date, Ms. Wang does not or is not deemed to have any interest or short position (within the meaning of Part XV of the SFO) in any Shares, underlying Shares or debentures of the Company.

Ms. Wang has entered into a service contract with the Company for a term of three years commencing from 26 January 2021, and is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the memorandum and articles of association of the Company. Pursuant to the service contract, Ms. Wang will not receive an annual remuneration for her role as non-executive Director.

Ms. Wang is the sister-in-law of Mr. Liu Yuhui, our executive Director and Ms. Hou Sanli, our non-executive Director. Save as aforesaid, Ms. Wang confirmed that there is no information which is required to be disclosed pursuant to the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

Ling Yue Services Group Limited 領 悅 服 務 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2165)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ Annual General Meeting ”) of Ling Yue Services Group Limited (the “ Company ”) will be convened and held at 44/F, Tower A, Leading International Finance Center, 2nd Tianfu Street, Gaoxin District, Chengdu City, Sichuan Province, PRC on Wednesday, 22 June 2022 at 11:00 a.m. for the following purposes:

As Ordinary Business

To consider and if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions of the Company:

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “ Director(s) ”) and auditors of the Company (the “ Auditors ”) for the year ended 31 December 2021.

2. (a) To consider and approve, each as a separate resolution, if thought fit, the following resolutions:

   • (i) To re-elect Mr. Liu Yuhui as an executive Director.

   • (ii) To re-elect Ms. Luo Hongping as an executive Director.

   • (iii) To re-elect Ms. Wang Tao as a non-executive Director.

3. (b) To authorise the board of Directors (the “ Board ”) to fix the remuneration of the Directors.

4. To re-appoint Ernst & Young as the Auditors to hold office until the conclusion of the next annual general meeting and to authorize the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional Shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

• (c) the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of the Company in force from time to time; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the total number of shares of the Company in issue as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of Shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation and subdivision shall be the same, the said approval shall be limited accordingly;

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Articles of the Company to be held; and

• (iii) 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

“ Rights Issue ” means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognized regulatory body or any stock exchange applicable to the Company).”

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back issued shares of the Company, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to buy back its shares at a price determined by the Directors;

• (c) the total number of shares of the Company which are authorised to be bought back by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of the shares of the Company in issue as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of Shares that may be bought back under the mandate in paragraph (a) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation and subdivision shall be the same, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

• “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

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

• (ii) 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; and

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of resolutions nos. 4 and 5 above, the general mandate to the Directors pursuant to resolution no. 4 be and is hereby extended by the addition thereto of the total number of shares of the Company bought back by the Company under the authority granted pursuant to the resolution no. 5, provided that such number of added shares shall not exceed 10% of the total number of the shares of the Company in issue as at the date of passing this resolution.”

By Order of the Board Ling Yue Services Group Limited Liu Yuhui Chairman

Hong Kong, 21 April 2022

Notes:

1. The resolution at the Annual General Meeting (except those relate to the procedural or administrative matters, which should be taken by a show of hands as the chairman of the Annual General Meeting may decide, in good faith) will be taken by a poll pursuant to the Listing Rules and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint on or more proxies to attend and vote on his behalf.

3. In order to be valid, a form of proxy must be deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) not less than 48 hours (i.e. 11:00 a.m. on Monday, 20 June 2022) before the time appointed for the holding of the above meeting or not less than 48 hours before the time appointed for the holding of any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending and voting in person if he is subsequently able to be present and in such event the form of proxy shall be deemed revoked.

4. 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 authorized.

5. The form of proxy must be signed by the appointor or by his attorney authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.

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NOTICE OF ANNUAL GENERAL MEETING

1. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.

2. For the purposes of holding the Annual General Meeting, the register of members of the Company will be closed from Friday, 17 June 2022 to Wednesday, 22 June 2022 (both days inclusive), for the purpose of determining the entitlement to attend and vote at the Annual General Meeting scheduled to be held on Wednesday, 22 June 2022. In order to be eligible to attend and vote at the Annual General Meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712−1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Thursday, 16 June 2022.

3. If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force within a period of two hours before the commencement of the Annual General Meeting, the Annual General Meeting will be postponed or adjourned. The Company will post an announcement on the websites of the Company (http://www.lingyue-service.com) and the Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting. The Annual General Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the Annual General Meeting under bad weather condition bearing in mind their own situations.

4. In view of the ongoing spread of the coronavirus disease (COVID-19) and the recent guidelines for prevention and control of its spread, the Company will implement the following precautionary measures at the Annual General Meeting to protect the shareholders, staff and other stakeholders who attend the Annual General Meeting from the risk of infection:

5. (i) compulsory body temperature checks will be conducted on every shareholder, proxy and other attendee. Any person with a body temperature of 37 degrees Celsius or higher may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue;

6. (ii) the Company will require all attendees to wear surgical face masks before they are permitted to attend, and during their attendance of the Annual General Meeting at all times, and to maintain a safe distance between seats. Every attendee is to bring his/her own mask;

7. (iii) no refreshment will be served at the Annual General Meeting;

8. (iv) no souvenirs will be distributed at the Annual General Meeting; and

9. (v) no guest will be allowed to enter the Annual General Meeting venue if he/she is wearing quarantine wristband issued by the government of Hong Kong.

The Company strongly recommends shareholders, who intend to attend the Annual General Meeting, to submit the form of proxy for voting instead of attending the Annual General Meeting in person. The form of proxy has been despatched to shareholders and is available to download on the websites of the Company (http://www.lingyue-service.com) or Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk).

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

As at the date of this notice, the Board comprises Mr. Liu Yuhui and Ms. Luo Hongping as executive Directors; Ms. Wang Tao and Ms. Hou Sanli as non-executive Directors; Ms. Luo Ying, Ms. Zhang Qian and Ms. Zou Dan as independent non-executive Directors.

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