Roiserv Lifestyle Services Co., Ltd. — Proxy Solicitation & Information Statement 2022

Sep 2, 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 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 Roiserv Lifestyle 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.

Roiserv Lifestyle Services Co., Ltd. 榮萬家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: 2146)

INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2022; AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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.

A notice convening the Extraordinary General Meeting to be held at 4:00 p.m. on Friday, 23 September 2022 at RiseSun Development Mansion, 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the PRC is set out on pages 8 to 9 of this circular. A proxy form for use at the Extraordinary General Meeting is enclosed in this circular. Such proxy form for use at the Extraordinary General Meeting is published on the websites of the Stock Exchange ( www.hkexnews.hk ) and the Company ( www.roiserv.com ).

Shareholders who intend to appoint a proxy to attend the Extraordinary General Meeting 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 Extraordinary General Meeting 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 Extraordinary General Meeting or any adjourned meeting thereof if they so wish.

5 September 2022

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY
GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . .	8

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PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread, the Company will implement necessary preventive measures at the Extraordinary General Meeting to protect attending Shareholders, proxy and other attendees from the risk of infection, including:

• (i) Compulsory body temperature check will be conducted on every Shareholder, proxy and other attendees at the entrance of the Extraordinary General Meeting venue. Any person with a body temperature of over 37.5 degrees Celsius may be denied entry into the Extraordinary General Meeting venue or be required to leave the Extraordinary General Meeting venue.

• (ii) Attendees are required to prepare his/her own surgical face masks and wear the same inside the Extraordinary General Meeting venue at all times.

• (iii) No refreshments or corporate gifts will be served.

To the extent permitted under law, the Company reserves the right to deny entry into the Extraordinary General Meeting venue or require any person to leave the Extraordinary General Meeting venue in order to ensure the safety of the attendees at the Extraordinary General Meeting.

In the interest of all attendees’ health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the Extraordinary General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions duly completed, Shareholders may appoint the chairman of the Extraordinary General Meeting as their proxy to vote on the relevant resolutions at the Extraordinary General Meeting instead of attending the Extraordinary General Meeting in person.

The proxy form, which can also be downloaded from the Company’s website ( www.roiserv.com ), is enclosed to this circular. If you are not a registered Shareholder (i.e., if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

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DEFINITIONS

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

• “Board” the board of Directors

• “China” or the “PRC” the People’s Republic of China

• “Company”

Roiserv Lifestyle Services Co., Ltd. (榮萬家生活服務股 份有限公司), a joint stock company established in the PRC with limited liability and the H Shares of which are listed on the main board of the Stock Exchange (Stock Code: 2146)

• “Director(s)” the director(s) of the Company

• “Domestic Share(s)”

the ordinary share(s) in the capital of the Company issued by the Company in PRC, with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB by PRC natural persons or entities consolidated under the relevant laws of the PRC

• “Domestic Shareholder(s)” the holder(s) of Domestic Share(s)

• “Extraordinary General Meeting”

• the extraordinary general meeting of the Company to be convened and held at 4:00 p.m. on Friday, 23 September 2022 at RiseSun Development Mansion, 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the PRC to consider and, if appropriate, to approve the resolution contained in the notice of the Extraordinary General Meeting which is set out on pages 8 to 9 of this circular, or any adjournment thereof

• “Group” the Company and its subsidiaries

• “H Share(s)”

• the 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)

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DEFINITIONS

“Hong Kong”	the Hong Kong Special Administrative Region of	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
“RMB” or “Renminbi”	Renminbi, the lawful	currency of the PRC
“Share(s)”	share(s) in the share capital of the Company, with a
	nominal value of	RMB1.00 each, comprising	the
	Domestic Shares and	the H Shares
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange	of Hong Kong Limited
“%”	per cent

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LETTER FROM THE BOARD

Roiserv Lifestyle Services Co., Ltd. 榮萬家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: 2146)

Executive Directors: Headquarters in the PRC: Mr. Geng Jianfu (Chairman) 81 Xiangyun Road Mr. Xiao Tianchi Economic and Technological Development Area Ms. Liu Hongxia Langfang, Hebei Province, PRC Non-executive Director: Registered Office in the PRC: Mr. Zhang Wenge East Daxiang Line and North Heyuan Road (Within Xianghe Xiandai Water Industry Independent non-executive Directors: Co., Ltd.* (香河現代水業有限公司)) Mr. Jin Wenhui Jiangxintun Town Mr. Tang Yishu Xianghe County Mr. Xu Shaohong Langfang Hebei Province PRC

Principal place of business in Hong Kong: 40th Floor Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai Hong Kong

5 September 2022

To the Shareholders

Dear Sir/Madam,

INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2022; AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

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

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LETTER FROM THE BOARD

2. BUSINESSES TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING

On 31 August 2022, the Board recommended the payment of an interim dividend of RMB0.25 per Share (before tax) in the form of cash for the six months ended 30 June 2022, totaling approximately RMB94 million (the “ Interim Dividend ”). The Interim Dividend is subject to the approval of the Shareholders at the Extraordinary General Meeting.

The Interim 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 average central parity rate of Hong Kong Dollars against RMB published by the People’s Bank of China one calendar week prior to the date of the Extraordinary General Meeting. Subject to the approval at the Extraordinary General Meeting, the Interim Dividend will be paid on or before Friday, 14 October 2022.

According to the Enterprise Income Tax Law of the People’s Republic of China (《中華 人民共和國企業所得稅法》) which came into effect on 1 January 2008, and amended on 24 February 2017 and 29 December 2018, the Provision for Implementation of Enterprise Income Tax Law of the People’s Republic of China (《中華人民共和國企業所得稅法實施條 例》) which took effect on 1 January 2008, and the Notice on the Issues Concerning Withholding the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprise to H Shareholders which are Overseas Non-resident Enterprises (Guo Shui Han [2008] No. 897) (《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》(國稅函[2008]897號)), which was promulgated by the State Administration of Taxation and came into effect on 6 November 2008, etc., where a PRC domestic enterprise distributes dividends for 2008 and subsequent years for financial periods beginning from 1 January 2008 to non-resident enterprise shareholders, it is required to withhold 10% enterprise income tax for such non-resident enterprise shareholders. Therefore, as a PRC domestic enterprise, the Company will, after withholding 10% of the Interim Dividend as enterprise income tax, distribute the Interim Dividend to non-resident enterprise shareholders whose names appear on the H Shares register of members of the Company, i.e. any shareholders who hold H Shares in the name of non-individual shareholders, including but not limited to HKSCC Nominees Limited, other nominees, trustees, or shareholders of H Shares registered in the name of other organizations and groups. After receiving dividends, the non-resident enterprises shareholders may apply to the relevant tax authorities for enjoying treatment of taxation treaties (arrangement) in person or by proxy or by the Company, and provide information to prove that it is an actual beneficiary under the requirements of such taxation treaties (arrangement). After the tax authorities have verified that there is no error, it shall refund tax difference between the amount of tax levied and the amount of tax payable calculated at the tax rate under the requirements of the relevant taxation treaties (arrangement).

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LETTER FROM THE BOARD

Pursuant to the Notice on the Issues Regarding Levy of Individual Income Tax after the Abolishment of Guo Shui Fa [1993] No. 045 Document (Guo Shui Han [2011] No. 348) (《關於國稅發[1993]045號文件廢止後有關個人所得稅徵管問題的通知》(國稅函[2011]348 號)), the Company shall withhold and pay individual income tax for individual holders of H Shares. If the individual holders of H Shares are Hong Kong or Macau residents or residents of other countries or regions that have a tax rate of 10% under the tax treaties with the PRC, the Company will withhold and pay individual income tax at the rate of 10% on behalf of such Shareholders.

If the individual holders of H Shares are residents of countries or regions that have a tax rate lower than 10% under the tax treaties with the PRC, the Company will withhold and pay individual income tax at the rate of 10% on behalf of such Shareholders. If such Shareholders wish to claim refund of the amount in excess of the individual income tax payable under the relevant tax treaties, the Company may apply, on behalf of such Shareholders and according to the relevant tax treaties, for the relevant agreed preferential tax treatment, provided that the relevant Shareholders submit the relevant documents and information in a timely manner required by the Administrative Measures on Enjoying Treatment under Tax Treaties by Non-resident Taxpayers (State Administration of Taxation Announcement 2015, No. 60) (《非居民納稅人享受稅收協議待遇管理辦法》(國家稅務總局公告2015年第60號)) and the provisions of the relevant tax treaties. The Company will assist with the tax refund subject to the approval of the competent tax authorities.

If the individual holders of H Shares are residents of countries or regions that have a tax rate higher than 10% but lower than 20% under the tax treaties with the PRC, the Company will withhold and pay individual income tax at the applicable tax rates stated in such tax treaties on behalf of such Shareholders.

If the individual holders of H Shares are residents of countries or regions that have a tax rate of 20% under the tax treaties with the PRC, or that have not entered into any tax treaties with the PRC, or otherwise, the Company will withhold and pay individual income tax at the rate of 20% on behalf of such Shareholders. Shareholders are recommended to consult their tax advisors regarding the ownership and disposal of H Shares of the Company in the PRC and in Hong Kong and other tax effects.

Pursuant to the relevant requirements under the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect (Cai Shui [2016] No. 127) (《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127號)), for dividends and bonus received by domestic investors from investing in H shares listed on the Stock Exchange through southbound trading, the company of such H shares shall withhold individual income tax at the rate of 20% on behalf of the investors. For dividends and bonus received by domestic securities investment funds from investing in shares listed on the Stock Exchange through southbound trading, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold the income tax for dividends and bonus on behalf of domestic enterprise investors and those domestic enterprise investors shall declare and pay the relevant tax themselves.

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LETTER FROM THE BOARD

3. EXTRAORDINARY GENERAL MEETING AND PROXY ARRANGEMENTS

A notice convening the Extraordinary General Meeting containing the resolution to be proposed at the Extraordinary General Meeting is set out on pages 8 to 9 of this circular. Proxy forms for use at the Extraordinary General Meeting are also enclosed in this circular.

If Shareholders intend to appoint a proxy to attend the Extraordinary General Meeting, Shareholders are required to complete and return the 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 Extraordinary General Meeting 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 Company’s headquarters in the PRC at 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the PRC. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the Extraordinary General Meeting or any adjourned meeting thereof (as the case may be) if they so wish.

4. 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 chairman of the Extraordinary General Meeting will exercise his power under the articles of association of the Company to demand a poll in relation to all the proposed resolutions at the Extraordinary General Meeting. The Company will announce the result of the poll of the Extraordinary General Meeting in the manner prescribed under the Listing Rules.

5. CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Extraordinary General Meeting, the register of members of the Company will be closed from Tuesday, 20 September 2022 to Friday, 23 September 2022 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the Extraordinary General Meeting, unregistered holders of H Shares should ensure that all transfer documents together with the relevant share certificates are lodged with the Company’s H shares registrar, 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, 19 September 2022.

For determining the entitlement to the proposed Interim Dividend, the register of members of the Company will be closed from Thursday, 29 September 2022 to Monday, 3 October 2022, both days inclusive, during which period no transfer of H shares of the Company will be registered. In order to qualify for the proposed Interim Dividend, unregistered holders of H shares of the Company shall lodge all the H share transfer documents accompanied by the relevant share certificates with the H share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for the registration of transfer of H shares not later than 4:30 p.m. on Wednesday, 28 September 2022.

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LETTER FROM THE BOARD

6. RECOMMENDATION

The Board considers that the resolution proposed at the Extraordinary General Meeting 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 the proposed resolution at the Extraordinary General Meeting.

7. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the 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 Roiserv Lifestyle Services Co., Ltd. Geng Jianfu

Chairman and Executive Director

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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.

Roiserv Lifestyle Services Co., Ltd. 榮萬家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: 2146)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ Extraordinary General Meeting ”) of Roiserv Lifestyle Services Co., Ltd. (the “ Company ”) will be held at 4:00 p.m. on Friday, 23 September 2022 at RiseSun Development Mansion, 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the PRC for the following purposes:

ORDINARY RESOLUTION

1. To consider, approve and authorise the Board to implement the profit distribution plan of the Company for the six months ended 30 June 2022 and to declare an interim dividend (“ Interim Dividend ”) of RMB0.25 per share of the Company (before tax) for the six months ended 30 June 2022.

By Order of the Board Roiserv Lifestyle Services Co., Ltd. Geng Jianfu Chairman and Executive Director

Langfang, the PRC, 5 September 2022

Notes:

1. The resolution at the Extraordinary General Meeting 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.roiserv.com ) in accordance with the Listing Rules.

2. All shareholders of the Company are eligible for attending the Extraordinary General Meeting. Any shareholder of the Company entitled to attend and vote at the Extraordinary General Meeting convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the Extraordinary General Meeting 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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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. 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 headquarters in the People’s Republic of China (“ PRC ”) at 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, PRC (for holders of domestic shares of the Company) or (ii) 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) not less than 24 hours before the time appointed for the Extraordinary General Meeting 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 Extraordinary General Meeting or any adjourned meeting thereof should he/she so wish.

2. For the purpose of determining the entitlement to attend and vote at the Extraordinary General Meeting, the register of members of the Company will be closed from Tuesday, 20 September 2022 to Friday, 23 September 2022 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the Extraordinary General Meeting, unregistered holders of H shares should ensure that all transfer documents together with the relevant share certificates are lodged with the Company’s H shares registrar, 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, 19 September 2022.

3. For determining the entitlement to the proposed Interim Dividend, the register of members of the Company will be closed from Thursday, 29 September 2022 to Monday, 3 October 2022, both days inclusive, during which period no transfer of H shares of the Company will be registered. In order to qualify for the proposed Interim Dividend, unregistered holders of H shares of the Company shall lodge all the H share transfer documents accompanied by the relevant share certificates with the H share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for the registration of transfer of H shares not later than 4:30 p.m. on Wednesday, 28 September 2022.

4. 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 appointer is a legal person, either under a legal person’s seal or signed by its director or an attorney duly authorised in writing.

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

As at the date of this notice, the Board comprises Mr. Geng Jianfu, Ms. Liu Hongxia and Mr. Xiao Tianchi as executive Directors; Mr. Zhang Wenge as non-executive Director; and Mr. Jin Wenhui, Mr. Xu Shaohong and Mr. Tang Yishu as independent non-executive Directors.

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