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Poly Property Services Co., Ltd. — Proxy Solicitation & Information Statement 2024
Dec 23, 2024
50952_rns_2024-12-23_d25f446e-70a3-4ab7-8ed6-b88b6164a86a.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 what action to take in relation to this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional public accountant or other professional adviser.
If you have sold or transferred all your shares in Poly Property Services Co., Ltd., you should at once hand this circular, together with the enclosed proxy form, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
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.
何利物业
POLY PROPERTY SERVICES CO., LTD.
保利物業服務股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 06049)
(1) CHANGE OF BUSINESS SCOPE
(2) AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RULES
AND PROCEDURES OF THE SHAREHOLDERS' GENERAL MEETINGS
AND
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
A notice convening the EGM of Poly Property Services Co., Ltd. to be held at the Conference Room, 2nd Floor, East Tower, Poly Plaza, No. 832 Yue Jiang Zhong Road, Hai Zhu District, Guangzhou, Guangdong Province, the PRC at 10 a.m. on Tuesday, 7 January 2025 is set out on pages EGM-1 to EGM-2 of this circular. A proxy form for use at the EGM is also enclosed in this circular. Such proxy form is also published on the designated website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.polywuye.com).
Shareholders who intend to appoint a proxy to attend the EGM 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 EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM thereof should they so wish.
23 December 2024
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD 3
1. INTRODUCTION 3
2. BUSINESSES TO BE CONSIDERED AT THE EGM 4
3. EGM AND PROXY ARRANGEMENT 5
4. VOTING BY POLL 5
5. RECOMMENDATION 5
6. FURTHER INFORMATION 6
APPENDIX I - THE DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION I-1
APPENDIX II - THE DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF THE SHAREHOLDERS' GENERAL MEETINGS II-1
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025. EGM-1
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Articles of Association" the articles of association of the Company currently in force
"Articles of Association and related Rules" the Articles of Association and the Rules and Procedures of the Shareholders' General Meetings
"Board" the board of Directors of the Company
"Company" or "Poly Property" Poly Property Services Co., Ltd., a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange
"Directors" the director(s) of the Company
"Domestic Share(s)" ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB
"Domestic Shareholder(s)" the holder(s) of Domestic Share(s)
"EGM" the extraordinary general meeting of the Company to be convened on Tuesday, 7 January 2025
"Group" the Company and its subsidiaries
"H Share(s)" overseas listed foreign share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Main Board of the Stock Exchange
"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
"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
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- 2 -
DEFINITIONS
"PRC"
the People's Republic of China, but for the purpose of this circular and for geographical reference only and except where the context requires, references in this circular to the "PRC" do not include Hong Kong, the Macau Special Administrative Region and Taiwan region of the PRC
"RMB"
Renminbi, the lawful currency of the PRC
"Rules and Procedures of the Shareholders' General Meetings"
the rules and procedures of the shareholders' general meetings of the Company
"Share(s)"
ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, comprising the Domestic Shares and H Shares
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
The English names of Chinese entities included in this circular are unofficial translations of their Chinese names and are included for identification purposes only.
LETTER FROM THE BOARD
何利物业
POLY PROPERTY SERVICES CO., LTD.
保利物業服務股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 06049)
Executive Director:
Ms. Wu Lanyu (Chairman)
Non-executive Directors:
Mr. Liu Ping
Mr. Huang Hai
Independent Non-executive Directors:
Mr. Wang Xiaojun
Ms. Tan Yan
Mr. Zhang Liqing
Registered office and principal place of business in the PRC:
48-49/F, Poly Plaza
No. 832 Yue Jiang Zhong Road,
Hai Zhu District, Guangzhou,
Guangdong Province, the PRC
Principal place of business in Hong Kong:
40/F, Dah Sing Financial Centre
248 Queen's Road East
Wanchai, Hong Kong
23 December 2024
To the Shareholders
Dear Sir/Madam,
(1) CHANGE OF BUSINESS SCOPE
(2) AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RULES AND PROCEDURES OF THE SHAREHOLDERS' GENERAL MEETINGS AND
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
1. INTRODUCTION
The purpose of this circular is to provide you with the notice of the EGM 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 EGM.
At the EGM, special resolutions will be proposed as follows:
(1) to consider and approve the change of business scope and amendment to Article 14 of the Articles of Association; and
LETTER FROM THE BOARD
(2) to consider and approve other amendments to the Articles of Association and related Rules.
In order to enable you to have a better understanding of the resolutions to be proposed at the EGM and to make an informed decision in the circumstance where sufficient and necessary information is available, the Company provided the Shareholders with detailed information in this circular.
2. BUSINESSES TO BE CONSIDERED AT THE EGM
2.1 TO CONSIDER AND APPROVE THE CHANGE OF BUSINESS SCOPE AND THE AMENDMENT TO ARTICLE 14 OF THE ARTICLES OF ASSOCIATION
Reference is made to the announcement of the Company dated 13 December 2024 in relation to the proposed change of business scope and the amendment to the Articles of Association.
In order to meet the needs of business development, the Board proposes to change the business scope of the Company and amend Article 14 of the current Articles of Association.
2.2 TO CONSIDER AND APPROVE OTHER AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RELATED RULES
Given the amendments to the Listing Rules by the Stock Exchange on 31 December 2023 to require a listed issuer, to the extent permitted under all applicable laws and regulations, to (i) send or otherwise make available the corporate communication (as defined in the Listing Rules) to the relevant holders of its securities using electronic means, or (ii) make the corporate communication available on its own website and the website of the Stock Exchange (the "Paperless Listing Regime"), the Board proposes to make certain corresponding amendments to the Articles of Association in order to reflect the aforesaid amendments to the Listing Rules and continuously comply with all the applicable regulatory requirements.
At the same time, in view of the proposed amendments to the Articles of Association in relation to the aforementioned Paperless Listing Regime, the Board also proposes to make corresponding amendments to Rule 15 of the Rules and Procedures of the Shareholders' General Meetings of the Company.
For details of the proposed amendments to the Articles of Association and the Rules and Procedures of the Shareholders' General Meetings, please refer to Appendices I and II to this circular respectively.
LETTER FROM THE BOARD
The application for and filing of change and registration with the Guangzhou Administration for Market Regulation will be made by the Company after the passing of the relevant special resolutions at the EGM. The proposed change of business scope will take effect from the date on which the business licence in relation to the amended business scope is issued by the Guangzhou Administration for Market Regulation.
The Articles of Association and the Rules and Procedures of the Shareholders' General Meetings are prepared in Chinese with no official English version. Any English translation is for reference only. In the event of any inconsistency, the Chinese version shall prevail.
3. EGM AND PROXY ARRANGEMENT
The proxy form of the EGM is enclosed herewith.
If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon by personal delivery or by post not less than 24 hours before the time fixed for holding the EGM or any adjourned meeting thereof. H Shareholders are required to return the proxy form to the Company's H Share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong. Domestic Shareholders are required to return the proxy form to the Company's principal place of business in the PRC at 48-49th Floor, Poly Plaza, No. 832 Yue Jiang Zhong Road, Hai Zhu District, Guangzhou, Guangdong Province, the PRC. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish.
The register of members of the Company will be closed from Thursday, 2 January 2025 to Tuesday, 7 January 2025, both days inclusive, during which period no transfer of the Shares will be registered. In order for the H Shareholders to qualify for attending and voting at the EGM, all completed share transfer forms together with the relevant H Shares certificates shall be lodged with the Company's H Share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 31 December 2024. Shareholders whose names appear on the register of members of the Company on Tuesday, 7 January 2025 are entitled to attend and vote at the EGM.
4. VOTING BY POLL
According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a shareholders' general meeting must be taken by poll. Accordingly, the chairman of the EGM will exercise his power under the Articles of Association to demand a poll in relation to all proposed resolutions at the EGM. The Company shall announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
5. RECOMMENDATION
The Board considers all resolutions proposed at the EGM are fair and reasonable and in the 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 EGM.
LETTER FROM THE BOARD
6. FURTHER INFORMATION
Your attention is drawn to other parts of this circular, which contain further information on the Group and other information required to be disclosed under the Listing Rules.
Yours faithfully,
By Order of the Board
POLY PROPERTY SERVICES CO., LTD.
Wu Lanyu
Chairman of the Board and Executive Director
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APPENDIX I
THE DETAILS OF THE PROPOSED AMENDMENTS
TO THE ARTICLES OF ASSOCIATION
The details of the proposed amendments to the Articles of Association are set out below (deleted text is shown as strikethrough and added text is underlined and bolded):
| Number | Original Articles | Amendments |
|---|---|---|
| 1 | Article 14. Business scope of the Company: property management; hotel management; conference and exhibition services; real estate agency; residential lease; non- residential real estate lease; housekeeping services; building cleaning services; landscaping construction works; general contracting of building construction and municipal infrastructure projects; furniture sale; residential interior decoration and refurbishment; water and electricity installation and maintenance services for residential properties; intelligent building construction works; security system monitoring services; wholesale of daily necessities; corporate management; enterprise credit management and consulting services; catering management; sale of general merchandise; fresh fruit retail; sale of raw nuts and dried fruit; raw meat retail; fresh egg retail; aquatic products retail; tourism solicitation and consultancy services at travel agency outlets; urban greening management; sale of construction and decorative materials; sale of office equipment and consumables; office services; singing and dancing entertainment activities; recreational activities; parking lot services; laundry and ironing service; retail of kitchen utensils, sanitary ware and daily sundries; sale of communication equipment; health consultancy services (excluding diagnosis and treatment services); nursing facility services (excluding medical services); retail of cosmetic products; sale of hygiene products and disposable medical supplies; medical equipment rental; elder care services; business services for urban domestic wastes; sale of food (sale of prepackaged food only); alcoholic beverage business; sale of health food (prepackaged); | Article 14. Business scope of the Company: property management; hotel management; conference and exhibition services; real estate agency; residential lease; non- residential real estate lease; housekeeping services; building cleaning services; landscaping construction works; general contracting of building construction and municipal infrastructure projects; furniture sale; residential interior decoration and refurbishment; water and electricity installation and maintenance services for residential properties; intelligent building construction works; security system monitoring services; wholesale of daily necessities; corporate management; enterprise credit management and consulting services; catering management; sale of general merchandise; fresh fruit retail; sale of raw nuts and dried fruit; raw meat retail; fresh egg retail; aquatic products retail; tourism solicitation and consultancy services at travel agency outlets; urban greening management; sale of construction and decorative materials; sale of office equipment and consumables; office services; singing and dancing entertainment activities; recreational activities; parking lot services; laundry and ironing service; retail of kitchen utensils, sanitary ware and daily sundries; sale of communication equipment; health consultancy services (excluding diagnosis and treatment services); nursing facility services (excluding medical services); retail of cosmetic products; sale of hygiene products and disposable medical supplies; medical equipment rental; elder care services; business services for urban domestic wastes; sale of food (sale of prepackaged food only); alcoholic beverage business; sale of health food (prepackaged); |
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APPENDIX I
THE DETAILS OF THE PROPOSED AMENDMENTS
TO THE ARTICLES OF ASSOCIATION
| Number | Original Articles | Amendments |
|---|---|---|
| labour dispatch service; automobile repair and maintenance; sale of Class I medical devices; sale of Class II medical devices; car cleaning services; collection of recyclable resources (except for production scrap metals); takeaway and delivery services; catering service; snack and grocery; management of hospitals; patient caring services; management of the appearance of urban and rural areas; advertisement design and agency; advertisement production; advertisement publication; literature and art creation; professional design services; socio-economic consulting services; corporate image planning; marketing planning; etiquette service; photography and photographic processing services; real estate consulting; business agency service; sale of daily sundries; retail of fresh vegetables; retail of tobacco products; ticketing agency service; dealership of second-hand automobiles; repair of electronic appliances; designated driving service; water pollution management; atmospheric pollution management; solid waste management; soil pollution control and remediation services; sewage treatment and recycling; environmental protection consultation service; Internet of Things application services; operation of sports venues and facilities (excluding high-risk sports activities); consulting and planning services; aviation business services; road cargo transportation (including dangerous goods); insurance agency business; small and mini passenger vehicles leasing and management services; sale of car; sale of charging piles; sale of forestry products; sale of refrigeration and air-conditioning equipment; sale of knitwear and textile products; retail of hard ware products; sale of home appliances; sale of labour protection products; sale of disinfectants (excluding hazardous chemicals); retail of automobile | labour dispatch service; automobile repair and maintenance; sale of Class I medical devices; sale of Class II medical devices; car cleaning services; collection of recyclable resources (except for production scrap metals); takeaway and delivery services; catering service; snack and grocery; management of hospitals; patient caring services; management of the appearance of urban and rural areas; advertisement design and agency; advertisement production; advertisement publication; literature and art creation; professional design services; socio-economic consulting services; corporate image planning; marketing planning; etiquette service; photography and photographic processing services; real estate consulting; business agency service; sale of daily sundries; retail of fresh vegetables; retail of tobacco products; ticketing agency service; dealership of second-hand automobiles; repair of electronic appliances; designated driving service; water pollution management; atmospheric pollution management; solid waste management; soil pollution control and remediation services; sewage treatment and recycling; environmental protection consultation service; Internet of Things application services; operation of sports venues and facilities (excluding high-risk sports activities); consulting and planning services; aviation business services; road cargo transportation (including dangerous goods); insurance agency business; small and mini passenger vehicles leasing and management services; sale of car; sale of charging piles; sale of forestry products; sale of refrigeration and air-conditioning equipment; sale of knitwear and textile products; retail of hard ware products; sale of home appliances; sale of labour protection products; sale of disinfectants (excluding hazardous chemicals); retail of automobile |
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APPENDIX I
THE DETAILS OF THE PROPOSED AMENDMENTS
TO THE ARTICLES OF ASSOCIATION
| Number | Original Articles | Amendments |
|---|---|---|
| parts; professional sanitary, cleaning and disinfection services; home appliance installation service; fire protection facilities construction works; overseas contracted projects; general mechanical equipment installation services; maintenance of electronic and mechanical equipment (excluding special equipment); category 2 value-added telecommunication business; internet information services; construction management service; fire protection technical services. (Items subject to the legal approval shall be allowed for operations only after approval by the relevant authorities is obtained). |
The business scope as referred to in the preceding paragraph shall be subject to the approval of registration by the company registration authority. | parts; professional sanitary, cleaning and disinfection services; home appliance installation service; fire protection facilities construction works; overseas contracted projects; general mechanical equipment installation services; maintenance of electronic and mechanical equipment (excluding special equipment); category 2 value-added telecommunication business; internet information services; construction management service; fire protection technical services. (Items subject to the legal approval shall be allowed for operations only after approval by the relevant authorities is obtained).
The business scope as referred to in the preceding paragraph shall be subject to the approval of registration by the company registration authority. |
| 2 | Article 64. In order to hold a shareholders’ annual general meeting, a written notice for the meeting shall be given to all registered Shareholders 20 days before the date of the annual general meeting or 15 days before the date of the extraordinary general meeting. The matters to be discussed and the venue and date of the meeting shall be included in that notice. For the notice given in this Article, the date of issue is the date on which the Company or the Company’s share registrar has served the notice to the postal service.
The notice of the shareholders’ general meeting issued to the holders of overseas listed shares may be published on the designated website of the stock exchange in the place where the Company’s shares are listed and the website of the Company. Once announced, all holders of overseas listed shares shall be deemed to have received the relevant notice of the shareholders’ general meeting. | Article 64. In order to hold a shareholders’ annual general meeting, a written notice for the meeting shall be given to all registered Shareholders 2021 days before the date of the annual general meeting or 15 days before the date of the extraordinary general meeting. The matters to be discussed and the venue and date of the meeting shall be included in that notice. For the notice given in this Article, the date of issue is the date on which the Company has published the notice or the Company’s share registrar has served disseminated the notice to the postal service.
The notice of the shareholders’ general meeting issued to the holders of overseas listed shares may be published on the designated website of the stock exchange in the place where the Company’s shares are listed and the website of the Company. Once announced, all holders of overseas listed shares shall be deemed to have received the relevant notice of the shareholders’ general meeting. |
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APPENDIX I
THE DETAILS OF THE PROPOSED AMENDMENTS
TO THE ARTICLES OF ASSOCIATION
| Number | Original Articles | Amendments |
|---|---|---|
| Except as stipulated in these Articles of Association, the notice of the shareholders’ general meeting shall be served on the Shareholders (whether or not such Shareholder is entitled to vote at the general meeting) by hand or postage prepaid mail. The address of the recipient shall be the registered address as shown in the register of shareholders. For holders of domestic shares, the notice of the shareholders’ general meeting may also be given by way of announcement. The announcement referred above shall be published in one or more newspapers designated by the Securities Regulatory Authorities of the State Council. Once such an announcement is made, all holders of the domestic shares shall be deemed to have received the relevant notice of the shareholders’ general meeting. |
The issue date of notices for shareholders’ general meetings as stipulated in these Articles of Association shall also be subject to the requirements of the stock exchange where shares in the Company are listed. | Except as stipulated in these Articles of Association, the notice of the shareholders’ general meeting shall be served on the Shareholders (whether or not such Shareholder is entitled to vote at the general meeting) by hand or postage prepaid mail. The address of the recipient shall be the registered address as shown in the register of shareholders. For holders of domestic shares, the notice of the shareholders’ general meeting may also be given by way of announcement. The announcement referred above shall be published in one or more newspapers designated by the Securities Regulatory Authorities of the State Council. Once such an announcement is made, all holders of the domestic shares shall be deemed to have received the relevant notice of the shareholders’ general meeting.
Unless otherwise provided or requested by the shareholders, the notice of the shareholders’ general meeting may be given to the shareholders (whether or not such shareholder is entitled to vote at the shareholders’ general meeting) by means of a notice published on the designated website of the stock exchange in the place where the Company’s shares are listed and on the Company’s website or by electronic means. All shareholders shall be deemed as having been notified of the forthcoming shareholders’ general meeting once the announcement is published. In the case of delivery by electronic means, the contact information of the recipient shall be provided by the shareholders or registered in the register of shareholders.
The issue date of notices for shareholders’ general meetings as stipulated in these Articles of Association shall also be subject to the requirements of the stock exchange where shares in the Company are listed. |
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APPENDIX I
THE DETAILS OF THE PROPOSED AMENDMENTS
TO THE ARTICLES OF ASSOCIATION
| Number | Original Articles | Amendments |
|---|---|---|
| 3 | Article 151. The Board of Directors of the Company shall make available before the Shareholders at every annual general meeting such financial reports prepared by the Company in accordance with the relevant laws, administrative regulations and regulatory documents promulgated by the local government and the competent authorities. | Article 151. The Board of Directors of the Company shall make available before deliver to the Shareholders at every annual general meeting such financial reports prepared by the Company in accordance with the relevant laws, administrative regulations and regulatory documents promulgated by the local government and the competent authorities. |
| 4 | Article 153. The financial report of the Company referred to in the preceding paragraphs shall be kept at the Company and shall be made available to the Shareholders 20 days before the annual general meeting is held. Each Shareholder shall have the right to obtain the financial report mentioned in this chapter. |
The financial report mentioned in the preceding paragraph shall comprise the directors’ report, together with the balance sheet (including all other documents to be annexed as required by the PRC or other laws and administrative regulations) and the profit and loss statement (the profit statement) or the statement of income and expense (the statement of cash flow), or (subject to the relevant laws of the PRC) the summary financial report as approved by the stock exchange in the place where the Company’s shares are listed.
The Company shall send the report mentioned above to each holder of overseas listed shares by hand or prepaid mail at least 21 days before the convening of the annual general meeting. The address of the recipient shall be the registered address as shown on the register of shareholders. Under the premise of complying with the relevant laws, administrative regulations, departmental regulations, the relevant rules of the securities regulatory authorities in the place where the Company’s shares are listed, the Company may adopt announcement (including make announcement on the Company’s website). | Article 153. The financial report of the Company referred to in the preceding paragraphs shall be kept at the Company and shall be made available to the Shareholders 20 days before the annual general meeting is held. Each Shareholder shall have the right to obtain the financial report mentioned in this chapter.
The financial report mentioned in the preceding paragraph shall comprise the directors’ report, together with the balance sheet (including all other documents to be annexed as required by the PRC or other laws and administrative regulations) and the profit and loss statement (the profit statement) or the statement of income and expense (the statement of cash flow), or (subject to the relevant laws of the PRC) the summary financial report as approved by the stock exchange in the place where the Company’s shares are listed.
The Company shall send the report mentioned above to each holder of overseas listed shares by hand or prepaid mail at least 21 days before the convening of the annual general meeting. The address contact information of the recipient shall be provided by the shareholder or the registered address as shown on in the register of shareholders. Under the premise of complying with the relevant laws, administrative regulations, departmental regulations, the relevant rules of the securities regulatory authorities in the place where the Company’s shares are listed, the Company may adopt announcement (including make announcement on the Company’s website). |
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APPENDIX I
THE DETAILS OF THE PROPOSED AMENDMENTS
TO THE ARTICLES OF ASSOCIATION
| Number | Original Articles | Amendments |
|---|---|---|
| 5 | Article 170. If the Company proposes to remove the accounting firm or not to renew the appointment thereof, it shall notify the accounting firm in advance, and the latter has the right to state its opinions to the shareholders’ general meeting. If the accounting firm resigns, it shall make clear to the shareholders’ general meeting whether there is any impropriety on the part of the Company. |
The accounting firm may resign from its office by depositing the written notice of resignation at the registered address of the Company. The notice shall become effective on the date of such deposit or on such later date as may be stated in the notice. The notice shall contain the following statements:
-
a statement to the effect that there are no circumstances connected with its resignation that it considers must be brought to the attention of the Shareholders or creditors of the Company; or
-
a statement of any such circumstances that should be explained.
The Company shall, within 14 days of the receipt of the written notice referred to in item 2 of this Article, send a copy of the notice to the relevant competent authority. If the notice contains a statement under item 2 of this Article, a copy of such statement shall be placed at the Company for shareholders inspection. The Company shall also send a copy of such statement by prepaid mail to every holder of overseas listed shares (namely being the Shareholder who is entitled to receive the financial report of the Company) at the address recorded in the register of shareholders.
If the accounting firm’s notice of resignation contains a statement under item 2 of this Article, the accounting firm may request the Board of Directors to convene an extraordinary general meeting for the purpose of giving an explanation of the circumstances in connection with its resignation. | Article 170. If the Company proposes to remove the accounting firm or not to renew the appointment thereof, it shall notify the accounting firm in advance, and the latter has the right to state its opinions to the shareholders’ general meeting. If the accounting firm resigns, it shall make clear to the shareholders’ general meeting whether there is any impropriety improper situation on the part of the Company.
The accounting firm may resign from its office by depositing the written notice of resignation at the registered address of the Company. The notice shall become effective on the date of such deposit or on such later date as may be stated in the notice. The notice shall contain the following statements:
-
a statement to the effect that there are no circumstances connected with its resignation that it considers must be brought to the attention of the Shareholders or creditors of the Company; or
-
a statement of any such circumstances that should be explained.
The Company shall, within 14 days of the receipt of the written notice referred to in item 2 of this Article, send a copy of the notice to the relevant competent authority. If the notice contains a statement under item 2 of this Article, a copy of such statement shall be placed at the Company for shareholders inspection. The Company shall also send a copy of such statement by prepaid mail to every holder of overseas listed shares (namely being the Shareholder who is entitled to receive the financial report of the Company) at the address recorded in the register of shareholders.
If the accounting firm’s notice of resignation contains a statement under item 2 of this Article, the accounting firm may request the Board of Directors to convene an extraordinary general meeting for the purpose of giving an explanation of the circumstances in connection with its resignation. |
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APPENDIX I
THE DETAILS OF THE PROPOSED AMENDMENTS
TO THE ARTICLES OF ASSOCIATION
| Number | Original Articles | Amendments |
|---|---|---|
| 6 | Article 171. In the event of the merger or division of the Company, the Company's Board of Directors shall put forward a proposal and shall be approved in accordance with the procedures stipulated in these Articles of Association. The Company shall then go through the relevant approval formalities pursuant to the law. Shareholders who oppose the plan of merger or division of the Company shall have the right to request the Company or the Shareholders who consent to such plan to purchase their shares at a fair price. The content of the resolution of on the merger or division of the Company shall be contained in special documents which shall be available for inspection by the Shareholders. |
The aforesaid documents shall be sent to each holder of overseas listed shares by post. | Article 171. In the event of the merger or division of the Company, the Company's Board of Directors shall put forward a proposal and shall be approved in accordance with the procedures stipulated in these Articles of Association. The Company shall then go through the relevant approval formalities pursuant to the law. Shareholders who oppose the plan of merger or division of the Company shall have the right to request the Company or the Shareholders who consent to such plan to purchase their shares at a fair price. The content of the resolution of on the merger or division of the Company shall be contained in special documents which shall be available for inspection by the Shareholders.
The aforesaid documents shall may be sent to each holder of overseas listed shares by post-electronic means unless otherwise requested by the shareholder. |
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APPENDIX II
THE DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF THE SHAREHOLDERS' GENERAL MEETINGS
The details of the proposed amendments to the Rules and Procedures of the Shareholders' General Meetings are set out below (deleted text is shown as strikethrough and added text is underlined and bolded):
| Number | Original Articles | Amendments |
|---|---|---|
| 1 | Article 15. In order to hold a shareholders’ general meeting, a written notice for the meeting shall be given to all registered Shareholders 20 days before the date of the annual general meeting/15 days before the date of the extraordinary general meeting. The matters to be discussed and the venue and date of the meeting shall be included in that notice. Shareholders who intend to attend the general meeting shall send a written reply to the Company 10 days prior to the meeting. For the notice given in this Article, the date of issue is the date on which the Company or the Company’s share registrar has served the notice to the postal service. |
The notice of the shareholders’ general meeting issued to the holders of overseas listed foreign shares may be published on the designated website of the stock exchange in the place where the Company’s shares are listed and the website of the Company. Once announced, all holders of overseas listed shares shall be deemed to have received the relevant notice of the shareholders’ general meeting. Except as stipulated in the Articles of Association, the notice of the shareholders’ general meeting shall be served on the Shareholders (whether or not such Shareholder is entitled to vote at the general meeting) by hand or postage prepaid mail. The address of the recipient shall be the registered address as shown in the register of shareholders. For holders of domestic shares, the notice of the shareholders’ general meeting may also be given by way of announcement. | Article 15. In order to hold a shareholders’ general meeting, a written notice for the meeting shall be given to all registered Shareholders 2021 days before the date of the annual general meeting/15 days before the date of the extraordinary general meeting. The matters to be discussed and the venue and date of the meeting shall be included in that notice. Shareholders who intend to attend the general meeting shall send a written reply to the Company 10 days prior to the meeting. For the notice given in this Article, the date of issue is the date on which the Company has published the notice or the Company’s share registrar has served disseminated the notice to the postal service.
The notice of the shareholders’ general meeting issued to the holders of overseas listed foreign shares may be published on the designated website of the stock exchange in the place where the Company’s shares are listed and the website of the Company. Once announced, all holders of overseas listed shares shall be deemed to have received the relevant notice of the shareholders’ general meeting. Except as stipulated in the Articles of Association, the notice of the shareholders’ general meeting shall be served on the Shareholders (whether or not such Shareholder is entitled to vote at the general meeting) by hand or postage prepaid mail. The address of the recipient shall be the registered address as shown in the register of shareholders. For holders of domestic shares, the notice of the shareholders’ general meeting may also be given by way of announcement. |
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APPENDIX II
THE DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF THE SHAREHOLDERS' GENERAL MEETINGS
| Number | Original Articles | Amendments |
|---|---|---|
| The announcement referred above shall be published in one or more newspapers designated by the Securities Regulatory Authorities of the State Council 20 days before the date of the annual general meeting/15 days before the date of the extraordinary general meeting. Once such an announcement is made, all holders of the domestic shares shall be deemed to have received the relevant notice of the shareholders’ general meeting. | The announcement referred above shall be published in one or more newspapers designated by the Securities Regulatory Authorities of the State Council 20 days before the date of the annual general meeting/15 days before the date of the extraordinary general meeting. Once such an announcement is made, all holders of the domestic shares shall be deemed to have received the relevant notice of the shareholders’ general meeting. |
Unless otherwise specified or requested by the shareholders, the notice of the shareholders’ general meeting may be given to the shareholders (whether or not they have voting rights at the shareholders’ general meeting) by means of announcement through the designated website of the stock exchange where the Company’s shares are listed and on the Company’s website or by electronic means. All shareholders shall be deemed to have received the notice of the relevant shareholders’ general meeting once the announcement is published. In the case of delivery by electronic means, the contact information of the recipient shall be provided by the shareholders or registered in the register of shareholders.
The issue date of notices for shareholders’ general meetings as stipulated in this rule shall also be subject to the requirements of the stock exchange where the Company’s shares are listed. |
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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
伴利物业
POLY PROPERTY SERVICES CO., LTD.
保利物業服務股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 06049)
NOTICE OF THE FIRST
EXTRAORDINARY GENERAL MEETING OF 2025
NOTICE IS HEREBY GIVEN THAT the first extraordinary general meeting of 2025 (the "EGM") of Poly Property Services Co., Ltd. (the "Company") will be held at 10:00 a.m. on Tuesday, 7 January 2025 at the Conference Room, 2nd Floor, East Tower, Poly Plaza, No. 832 Yue Jiang Zhong Road, Hai Zhu District, Guangzhou, Guangdong Province, the PRC for the purposes of considering and, if thought fit, approving the following resolutions. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company's circular dated 23 December 2024 (the "Circular").
SPECIAL RESOLUTIONS
- To consider and approve the change of business scope and the amendment to Article 14 of the Articles of Association.
- To consider and approve other amendments to the Articles of Association and related Rules.
By Order of the Board
POLY PROPERTY SERVICES CO., LTD.
Wu Lanyu
Chairman of the Board and Executive Director
Guangzhou, the PRC, 23 December 2024
As at the date of this notice, the executive Director of the Company is Ms. Wu Lanyu; the non-executive Directors of the Company are Mr. Liu Ping and Mr. Huang Hai; and the independent non-executive Directors of the Company are Mr. Wang Xiaojun, Ms. Tan Yan and Mr. Zhang Liqing.
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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
Notes:
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All resolutions at the EGM 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 designated website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the website of the Company (www.polywuye.com) in accordance with the Listing Rules.
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All shareholders of the Company are eligible for attending the EGM. Any shareholder of the Company entitled to attend and vote at the EGM convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the EGM 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.
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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 (i) the Company’s principal place of business in the People’s Republic of China (the “PRC”) at 48-49th Floor, Poly Plaza, No. 832 Yue Jiang Zhong Road, Hai Zhu District, Guangzhou, Guangdong Province, the PRC (for domestic shareholders) or (ii) the Company’s H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for H shareholders) not less than 24 hours before the time appointed for the EGM. Completion and return of the proxy form will not preclude a shareholder of the Company from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.
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For the purpose of determining the shareholders’ eligibility to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 2 January 2025 to Tuesday, 7 January 2025, both days inclusive, during which period no transfer of the shares will be registered. In order for the H shareholders to qualify for attending and voting at the EGM, all completed share transfer forms together with the relevant H share certificates shall be lodged with the Company’s H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 31 December 2024. Shareholders whose names appear on the register of members of the Company on Tuesday, 7 January 2025 are entitled to attend and vote at the EGM.
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The EGM is expected to take no more than half a day. Shareholders of the Company who attend the EGM (in person or by proxy) shall bear their own travelling and accommodation expenses. Shareholders of the Company may contact the Company via telephone at +86 20 8989 9959 and email at [email protected] for any enquiries in respect of the EGM.
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