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Lushang Life Services Co., Ltd. Proxy Solicitation & Information Statement 2025

May 28, 2025

50560_rns_2025-05-28_a3e5d96d-5bce-4e04-aa75-6031f06b3fbe.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Lushang Life Services Co., Ltd., you should at once hand this circular, together with the accompanying proxy form, to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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Lushang Life Services Co., Ltd.

魯商生活服務股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2376)

(1) REPORT OF THE BOARD OF DIRECTORS FOR 2024;
(2) REPORT OF THE SUPERVISORY COMMITTEE FOR 2024;
(3) AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR 2024;
(4) ANNUAL FINANCIAL BUDGET FOR 2025;
(5) PROFIT DISTRIBUTION PLAN FOR 2024;
(6) 2024 ANNUAL REPORT;
(7) PROPOSED RE-APPOINTMENT OF THE AUDITOR FOR 2025;
AND
NOTICE OF AGM

Capitalised terms used on this cover shall have the same meanings as those defined in the section headed "Definitions" in this circular, unless the context requires otherwise.

Notice convening the AGM to be convened and held at 38th Floor, Block 5, Lushang Guo'ao City, No. 9777 Jingshi Road, Lixia District, Jinan, Shandong, the PRC on Friday, June 27, 2025 at 9:30 a.m., are set out in pages 10 to 12 of this circular. Proxy form for use at the AGM are also enclosed in this circular. Such proxy forms are also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.lushangfuwu.com).

Shareholders who intend to appoint a proxy to attend the AGM shall complete and return the enclosed proxy form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the AGM or any adjourned meeting thereof if they so wish.

May 28, 2025


CONTENTS

Page

DEFINITIONS ... 1

LETTER FROM THE BOARD ... 3

  1. INTRODUCTION ... 3
  2. BUSINESS TO BE CONSIDERED AT THE AGM ... 4
  3. BUSINESS OF THE AGM ... 4
  4. AGM AND PROXY ARRANGEMENTS ... 8
  5. VOTING BY POLL ... 8
  6. CLOSURE OF REGISTER OF MEMBERS ... 8
  7. RECOMMENDATION ... 9
  8. RESPONSIBILITY STATEMENT ... 9

NOTICE OF AGM ... 10

  • i -

DEFINITIONS

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

"2024 Annual Report"
the annual report of the Company for the year ended December 31, 2024, which has been published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.lushangfuwu.com)

"AGM"
the annual general meeting of the Company to be convened and held at 38th Floor, Block 5, Lushang Guo'ao City, No. 9777 Jingshi Road, Lixia District, Jinan, Shandong, the PRC on Friday, June 27, 2025 at 9:30 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the AGM which is set out on pages 10 to 12 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

"China" or the "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

"Company"
Lushang Life Services Co., Ltd. (鲁商生活服務股份有限公司) (formerly known as Shandong Lushang Property Services Co., Ltd. (山東魯商物業服務有限公司)), a company established in the PRC with limited liability on March 24, 2006 and converted into a joint stock company with limited liability on March 12, 2021 and the H Shares of which are listed on the Stock Exchange (stock code: 2376)

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

"Domestic Share(s)"
ordinary share(s) issued by the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid for in Renminbi

"Domestic Shareholder(s)"
the holder(s) of Domestic Share(s)

"Group"
the Company and its subsidiaries

  • 1 -

  • 2 -

DEFINITIONS

"H Share(s)"
the ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/are listed on the Main Board of the Stock Exchange and subscribed for and traded in Hong Kong dollars

"H Shareholder(s)"
the holder(s) of H Share(s)

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Hong Kong Dollars"
Hong Kong dollars, the lawful currency of Hong Kong

"Latest Practicable Date"
May 27, 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 of Hong Kong Limited

"RMB" or "Renminbi"
Renminbi, the lawful currency of the PRC

"Share(s)"
Domestic Share(s) and H Share(s)

"Shareholder(s)"
holder(s) of Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Supervisor(s)"
the supervisor(s) of the Company

"Supervisory Committee"
the supervisory committee of the Company

"%"
per cent


LETTER FROM THE BOARD

LSFW

警商服务

Lushang Life Services Co., Ltd.

魯商生活服務股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2376)

Executive Directors:
Mr. Wang Zhongwu (Chairman)
Mr. Ning Daoju
Mr. Shao Meng

Non-executive Directors:
Ms. Luo Ye
Ms. Li Han

Independent Non-executive Directors:
Ms. Leung Bik San
Ms. Chen Xiaojing
Mr. Ma Tao

Registered office in the PRC:
Room 202, Block 2
Lushang Guo'ao City
No. 9777 Jingshi Road
Lixia District, Jinan
Shandong, PRC

Principal place of business in Hong Kong:
40/F, Dah Sing Financial Centre
248 Queen's Road East
Wanchai
Hong Kong

May 28, 2025

To the Shareholders

Dear Sir/Madam,

(1) REPORT OF THE BOARD OF DIRECTORS FOR 2024;
(2) REPORT OF THE SUPERVISORY COMMITTEE FOR 2024;
(3) AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR 2024;
(4) ANNUAL FINANCIAL BUDGET FOR 2025;
(5) PROFIT DISTRIBUTION PLAN FOR 2024;
(6) 2024 ANNUAL REPORT;
(7) PROPOSED RE-APPOINTMENT OF THE AUDITOR FOR 2025;
AND
NOTICE OF AGM

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with the notice of the AGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.


LETTER FROM THE BOARD

2. BUSINESS TO BE CONSIDERED AT THE AGM

The businesses to be considered at the AGM are described in more details in the sections headed "Notice of AGM" of this circular.

At the AGM, ordinary resolutions will be proposed to approve:

(1) the report of the Board for the year ended December 31, 2024 (the "2024 Report of the Board");

(2) the report of the Supervisory Committee for the year ended December 31, 2024 (the "2024 Report of the Supervisory Committee");

(3) the audited consolidated financial statements of the Company for the year ended December 31, 2024 (the "2024 Financial Statements");

(4) the annual financial budget for the year ending December 31, 2025 (the "2025 Financial Budget");

(5) the profit distribution plan for the year ended December 31, 2024;

(6) the 2024 Annual Report; and

(7) the proposed re-appointment of the auditor for 2025.

3. BUSINESS OF THE AGM

Ordinary Resolutions

3.1 To consider and approve the 2024 Report of the Board

The text of the 2024 Report of the Board is set out in the section headed "Report of the Board" in the 2024 Annual Report.

The 2024 Report of the Board was considered and approved by the Board on March 21, 2025 and is hereby proposed at the AGM for consideration and approval.


LETTER FROM THE BOARD

3.2 To consider and approve the 2024 Report of the Supervisory Committee

The text of the 2024 Report of the Supervisory Committee is set out in the section headed "Report of the Supervisory Committee" in the 2024 Annual Report.

The 2024 Report of the Supervisory Committee was considered and approved by the Supervisory Committee on March 21, 2025 and is hereby proposed at the AGM for consideration and approval.

3.3 To consider and approve the 2024 Financial Statements

Please refer to the audited consolidated financial statements contained in the 2024 Annual Report.

The 2024 Financial Statements were considered and approved by the Board on March 21, 2025 and are hereby proposed at the AGM for consideration and approval.

3.4 To consider and approve the 2025 Financial Budget

After considering the economic situation, financial environment, development trend of the industry over the past years and the Company's business objectives, the total budget of operating cost and expenses of the Company in 2025 is estimated to be approximately RMB555 million.

The above financial budget amounts are only estimations made with reference to the Company's business development plans for the year 2025. The actual expenditures will be based on the prices and market conditions at the relevant time.

3.5 To consider and approve the 2024 Profit Distribution Plan

On March 21, 2025, the Board recommended the payment of a final dividend of RMB0.1080 per Share (before tax) in the form of cash for the year ended December 31, 2024, totaling approximately RMB14.40 million, representing approximately 35% of the Group's profit attributable to the owners of the Company for the year ended December 31, 2024 (the "Final Dividend"). The Final Dividend is subject to the approval of the Shareholders at the AGM.

Upon obtaining approval of the Shareholders at the AGM, the Final Dividend will be payable to Shareholders whose names appear on the register of members of the Company as at the close of business on Wednesday, July 9, 2025.


LETTER FROM THE BOARD

The Final Dividend payable to the holders of Domestic Shares will be paid in Renminbi, and that to the holders of H Shares will be declared in Renminbi and paid in Hong Kong Dollars at an exchange rate calculated based on the average exchange rate of RMB against Hong Kong dollars published by the People's Bank of China five business days prior to the AGM. Subject to the approval at the AGM, the Final Dividend will be paid on or around Friday, August 1, 2025.

Under the Individual Income Tax Law of the PRC («中華人民共和國個人所得稅法») and its implementation regulations, non-PRC resident individuals are required to pay PRC individual income tax at a 20% rate for dividends received from the Company and the gains realized upon the sale or other disposition of the H Shares held by them. The Company is required to withhold such tax from dividend payments, unless applicable tax treaties between China and the jurisdictions in which the foreign individuals reside, reduce or provide an exemption for the relevant tax obligations.

Generally, a tax rate of 10% shall apply to the dividends paid by companies listed in Hong Kong to non-PRC resident individuals, pursuant to Circular of the State Administration of Taxation on Individual Income Tax Collection Issues upon Abolishment of Document Guoshuifa [1993] No. 045 («國家稅務總局關於國稅法 [1993] 045號文件廢止後有關個人所得稅徵管問題的通知»). Where the 10% tax rate is not applicable, the withholding company shall: (i) return the excessive tax amount pursuant to the relevant procedures if the applicable tax rate is below 10%; (ii) withhold such income tax payable by the foreign individual at the applicable tax rate if the applicable tax rate is between 10% and 20%; and (iii) withhold such foreign individual income tax at a rate of 20% if no double tax treaty is applicable.

In addition, although under the Individual Income Tax Law of the PRC and its implementation regulations, non-PRC resident individuals are subject to individual income tax at a rate of 20% on gains realized upon sale or other disposition of H Shares, pursuant to the Circular Declaring That Individual Income Tax Continues to Be Exempted over Income of Individuals from Transfer of Shares («關於個人轉讓股票所得繼續暫免徵收個人所得稅的通知») issued by the Ministry of Finance of the PRC (中華人民共和國財政部) and the SAT, income of individuals derived from the transfer of shares in listed companies continued to be temporarily exempt from individual income tax.

  • 6 -

LETTER FROM THE BOARD

For non-PRC resident enterprises that do not have establishments or premises in China, or have establishments or premises in China but their income is not related to such establishments or premises, under the EIT Law, dividends paid by us and the gains realized by such non-PRC resident enterprises from the sales or other disposition of H Shares are subject to PRC enterprise income tax at a rate of 20%. In accordance with the EIT Law Implementation Rules and the Notice on the Issues Concerning Withholding the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprise to Shareholders Which are Overseas H-share Non-resident Enterprises (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》) issued by the SAT, such tax rate has been reduced to 10%, which is subject to a further reduction under an applicable treaty or a special arrangement between China and the jurisdiction of the residence of the relevant non-PRC resident enterprise. On August 21, 2006, China and Hong Kong entered into the Arrangements between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Incomes (《內地和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排》), pursuant to which any Hong Kong resident enterprise that holds directly at least 25% of the shares of our Company shall pay enterprise income tax for the dividends declared and paid by us at a tax rate of 5% subject to the satisfaction of certain conditions such as approval by the relevant PRC tax authority.

Shareholders are recommended to consult their tax advisors regarding the ownership and disposal of H Shares in the PRC and in Hong Kong and other tax effects.

3.6 To consider and approve the 2024 Annual Report

The 2024 Annual Report was considered and approved by the Board on March 21, 2025 and is hereby proposed at the AGM for consideration and approval.

3.7 To approve the proposed re-appointment of the Auditor for 2025

The Board proposed to re-appoint ShineWing Certified Public Accountants (Special General Partnership) (信永中和會計師事務所(特殊普通合夥)("ShineWing") as the auditor of the Company with a term expiring upon the next annual general meeting of the Company, and the Board proposed to be authorised to fix its remuneration. An ordinary resolution in respect of the re-appointment of ShineWing as the auditor of the Company will be proposed at the AGM for consideration and approval by the Shareholders.

  • 7 -

LETTER FROM THE BOARD

4. AGM AND PROXY ARRANGEMENTS

Notice convening the AGM containing the resolutions to be proposed at the AGM are set out on pages 10 to 12 of this circular. Proxy form for use at the AGM is also enclosed in this circular.

If Shareholders intend to appoint a proxy to attend the AGM, Shareholders are required to complete and return the respective proxy form in accordance with the instructions printed thereon and return it by personal delivery or by post not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be). For H Shareholders, the proxy form should be returned to the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong. For Domestic Shareholders, the proxy form should be returned to the registered office of the Company at Room 202, Block 2, Lushang Guo'ao City, No. 9777 Jingshi Road, Lixia District, Jinan, Shandong, PRC. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meeting thereof (as the case may be) if they so wish.

5. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the respective chairman of the AGM will exercise his power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the AGM.

6. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlement of the Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, June 24, 2025 to Friday, June 27, 2025 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM, H Shareholders whose transfer documents have not been registered are required to deposit all properly completed share transfer forms together with the relevant share certificates to the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Monday, June 23, 2025. Domestic Shareholders whose transfer documents have not been registered are required to deposit all properly completed share transfer forms together with the relevant share certificates to the registered office of the Company at Room 202, Block 2, Lushang Guo'ao City, No. 9777 Jingshi Road, Lixia District, Jinan, Shandong, PRC, for registration no later than 4:30 p.m. on Monday, June 23, 2025.

  • 8 -

LETTER FROM THE BOARD

For the purpose of determining the Shareholders' entitlement to the Final Dividend, the register of members of the Company will be closed from Friday, July 4, 2025 to Wednesday, July 9, 2025 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify the Shareholders to be entitled to the Final Dividend, H Shareholders whose transfer documents have not been registered are required to deposit all properly completed share transfer forms together with the relevant share certificates to the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Thursday, July 3, 2025. Domestic Shareholders whose transfer documents have not been registered are required to deposit all properly completed share transfer forms together with the relevant share certificates to the registered office of the Company at Room 202, Block 2, Lushang Guo'ao City, No. 9777 Jingshi Road, Lixia District, Jinan, Shandong, PRC, for registration no later than 4:30 p.m. on Thursday, July 3, 2025. It is expected that the Final Dividend, if approved by the Shareholders at the AGM, will be paid on or before Friday, August 1, 2025 to Shareholders whose names appear on the register of members of the Company on Wednesday, July 9, 2025.

  1. RECOMMENDATION

The Board considers that all the resolutions proposed at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of these proposed resolutions at the AGM.

  1. RESPONSIBILITY STATEMENT

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

By order of the Board

Lushang Life Services Co., Ltd.

Mr. WANG Zhongwu

Chairman and executive Director

  • 9 -

NOTICE OF AGM

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.

img-1.jpeg

Lushang Life Services Co., Ltd.
鲁商生活服務股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2376)

NOTICE OF AGM
TO BE HELD ON FRIDAY, JUNE 27, 2025

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the "AGM") of Lushang Life Services Co., Ltd. (the "Company") will be convened and held at 38th Floor, Block 5, Lushang Guo'ao City, No. 9777 Jingshi Road, Lixia District, Jinan, Shandong, the PRC on Friday, June 27, 2025 at 9:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

  1. To consider and approve the report of the board (the "Board") of directors (the "Directors") of the Company for the year ended December 31, 2024.
  2. To consider and approve the report of the supervisory committee of the Company for the year ended December 31, 2024.
  3. To consider and approve the audited consolidated financial statements of the Company for the year ended December 31, 2024.
  4. To consider and approve the annual financial budget of the Company for the year ending December 31, 2025.
  5. To consider and approve the profit distribution plan of the Company for the year ended December 31, 2024.
  6. To consider and approve the annual report of the Company for the year ended December 31, 2024.

  7. 10 -


NOTICE OF AGM

  1. To consider and approve the re-appointment of ShineWing Certified Public Accountants (Special General Partnership) (信永中和會計師事務所(特殊普通合夥)) as auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the Board to fix its remuneration.

By order of the Board
Lushang Life Services Co., Ltd.
Mr. WANG Zhongwu
Chairman and executive Director

Jinan, the PRC, May 28, 2025

Notes:

  1. All resolutions at the AGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.lushangfuwu.com) in accordance with the Listing Rules.

  2. All shareholders of the Company are eligible for attending the AGM. Any shareholder of the Company entitled to attend and vote at the AGM convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the AGM and vote instead of him/her. 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 proxy form. Every shareholder of the Company present in person or by proxy shall be entitled to one vote for each share held by him/her.

  3. In order to be valid, the proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be completed and returned to, the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H shares of the Company), or to the registered office of the Company at Room 202, Block 2, Lushang Guo'ao City, No. 9777 Jingshi Road, Lixia District, Jinan, Shandong, the PRC (for holders of domestic shares of the Company) not less than 24 hours before the time appointed for the AGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude a shareholder of the Company from attending and voting at the AGM or any adjourned meeting thereof should he/she so wish.

  4. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, June 24, 2025 to Friday, June 27, 2025 (both dates inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the AGM, holders of H shares of the Company whose transfer documents have not been registered are required to submit the share certificates together with the properly completed share transfer forms to the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Monday, June 23, 2025 for registration. Holders of domestic shares of the Company whose transfer documents have not been registered are required to submit the share certificates together with the properly completed share transfer forms to the registered office of the Company at Room 202, Block 2, Lushang Guo'ao City, No. 9777 Jingshi Road, Lixia District, Jinan, Shandong, PRC no later than 4:30 p.m. on Monday, June 23, 2025 for registration.

  5. 11 -


NOTICE OF AGM

  1. For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Friday, July 4, 2025 to Wednesday, July 9, 2025 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for the entitlement to the proposed final dividend, holders of H shares of the Company whose transfer documents have not been registered are required to submit the share certificates together with the properly completed share transfer forms to the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Thursday, July 3, 2025 for registration. Holders of domestic shares of the Company whose transfer documents have not been registered are required to submit the share certificates together with the properly completed share transfer forms to the registered office of the Company at Room 202, Block 2, Lushang Guo'ao City, No. 9777 Jingshi Road, Lixia District, Jinan, Shandong, PRC no later than 4:30 p.m. on Thursday, July 3, 2025 for registration.

  2. The instrument appointing the proxy must be in writing and signed by the appointor or his/her attorney duly authorised in writing, or if the appointor is a legal person, either under a legal person's seal or signed by its director or an attorney duly authorised in writing.

  3. The AGM (or any adjournment thereof) is expected to take no more than half a day. Shareholders of the Company or their proxies attending the AGM (or any adjournment thereof) shall bear their own travelling and accommodation expenses.

As at the date of this notice, the Board comprises Mr. WANG Zhongwu as Chairman and executive Director, Mr. NING Daoju and Mr. SHAO Meng as executive Directors, Ms. LUO Ye and Ms. LI Han as non-executive Directors, and Ms. LEUNG Bik San, Ms. CHEN Xiaojing and Mr. MA Tao as independent non-executive Directors.

  • 12 -