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Roiserv Lifestyle Services Co., Ltd. — Proxy Solicitation & Information Statement 2023
Nov 10, 2023
50399_rns_2023-11-10_f15fd9cb-2ddf-49ea-921f-cdd5f7b74495.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 THE DOMESTIC SHAREHOLDERS’ CLASS MEETING
NOTICE IS HEREBY GIVEN THAT the domestic Shareholders’ class meeting (the “ Domestic Shareholders’ Class Meeting ”) of Roiserv Lifestyle Services Co., Ltd. (the “ Company ”) will be held at 4:30 p.m. on Wednesday, November 29, 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:
SPECIAL RESOLUTION
To consider and, if thought fit, pass with or without amendments the following resolution as a special resolution:
- “To consider and approve the proposed amendments to the Articles of Association of the Company (the “ Proposed Amendments ”) as set out in the circular of the Company dated November 10, 2023 and to authorize the directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters, and to make further amendments, if necessary, as required by the relevant governmental and/or regulatory authorities as a result of the Proposed Amendments.”
By order of the Board Roiserv Lifestyle Services Co., Ltd. Geng Jianfu
Chairman and Executive Director
Langfang, the PRC, November 10, 2023
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Notes:
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All resolutions at the Domestic Shareholders’ Class 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.
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All holders of Domestic Shares of the Company are eligible for attending the Domestic Shareholders’ Class Meeting. Any holder of Domestic Shares of the Company entitled to attend and vote at the Domestic Shareholders’ Class Meeting convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the Domestic Shareholders’ Class Meeting and vote instead of him/her. A proxy need not be a holder of Domestic Shares 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 holder of Domestic Shares 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 the Company’s headquarters in the PRC at 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, PRC not less than 24 hours before the time appointed for the Domestic Shareholders’ Class Meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude a holder of Domestic Shares of the Company from attending and voting at the Domestic Shareholders’ Class Meeting or any adjourned meeting thereof should he/she so wish.
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For the purpose of determining the entitlement to attend and vote at the Domestic Shareholders’ Class Meeting, the register of members of the Company will be closed from Friday, November 24, 2023 to Wednesday, November 29, 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 Domestic Shareholders’ Class Meeting, unregistered holders of Domestic Shares of the Company should ensure that all transfer documents together with the relevant Domestic Share certificates are lodged with the Company’s headquarters in the PRC at 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, PRC, for registration, not later than 4:30 p.m. on Thursday, November 23, 2023.
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The instrument appointing the proxy must be in writing and signed by the appointer 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.
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The Domestic Shareholders’ Class Meeting (or any adjournment thereof) is expected to take no more than half a day. Holders of Domestic Shares of the Company or their proxies attending the Domestic Shareholders’ Class Meeting (or any adjournment thereof) shall bear their own travelling and accommodation expenses.
As at the date of this notice, the board of directors 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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