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Roiserv Lifestyle Services Co., Ltd. Proxy Solicitation & Information Statement 2023

Nov 24, 2023

50399_rns_2023-11-24_586e318f-32c2-49d0-a372-38ddfe94ea55.pdf

Proxy Solicitation & Information Statement

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

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 “ EGM ”) of Roiserv Lifestyle Services Co., Ltd. (the “ Company ”) will be held at 4:00 p.m. on December 13, 2023 at RiseSun Development Mansion, 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the People’s Republic of China (the “ PRC ”) for the following purposes:

ORDINARY RESOLUTION

  1. To consider, approve and authorise the Board to implement the special profit distribution plan of the Company and to declare and pay a special dividend (“ Special Dividend ”) of RMB0.20 per share of the Company (before tax) in cash.

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

Langfang, the PRC, November 24, 2023

Notes:

  1. All of the resolution 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 websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.roiserv.com) in accordance with the Listing Rules.
  1. 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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  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 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 EGM (i.e. before 4:00 p.m. on Tuesday, December 12, 2023) 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 EGM or any adjourned meeting thereof should he/she so wish.

  2. For determining the entitlement of Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Friday, December 8, 2023 to Wednesday, December 13, 2023, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the EGM, unregistered holders of shares of the Company shall lodge all the share transfer documents accompanied by the relevant share certificates with the H share registrar of the Company, namely Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration by holders of H shares, or to the Company’s headquarters in the PRC at 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the PRC for registration by holders of domestic shares no later than 4:30 p.m. on Thursday, December 7, 2023.

  3. For determining the entitlement to the proposed Special Dividend, subject to the approval of the Shareholders at the EGM, the register of members of the Company will be closed from Tuesday, December 19, 2023 to Wednesday, December 20, 2023, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be qualified to receive the Special Dividend, all transfers accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, namely Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration by holders of H shares, or to the Company’s headquarters in the PRC at 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the PRC for registration by holders of domestic shares no later than 4:30 p.m. on Monday, December 18, 2023.

  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 EGM (or any adjournment thereof) is expected to take no more than half a day. Shareholders of the Company or their proxies attending the EGM (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 Alex and Mr. Tang Yishu as independent non-executive Directors.

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