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

Feb 9, 2023

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 March 2, 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 RESOLUTIONS

1. “ THAT

   • (a) the 2023 Master Property Management Services Agreement (as defined in the circular of the Company dated February 10, 2023 (the “ Circular ”)), a copy of which is tabled at the meeting and marked “A” and initialed by the chairman of the meeting for identification purpose, the terms thereof and the continuing connected transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

   • (b) the proposed annual caps set out in the 2023 Master Property Management Services Agreement be and are hereby approved; and

   • (c) any one director of the Company (“ Director(s) ”) be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the 2023 Master Property Management Services Agreement.”

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2. “ THAT

• (a) the 2023 Master Small-Scale Engineering and Related Consultancy Services Agreement (as defined in the Circular), a copy of which is tabled at the meeting and marked “B” and initialed by the chairman of the meeting for identification purpose, the terms thereof and the continuing connected transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

• (b) the proposed annual caps set out in the 2023 Master Small-Scale Engineering and Related Consultancy Services Agreement be and are hereby approved; and

• (c) any one Director be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the 2023 Master Small-Scale Engineering and Related Consultancy Services Agreement.”

1. “To consider and approve the appointment of Mr. Yang Xi as the external supervisor of the Company and to authorize the board of Directors to fix his remuneration.”

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

Langfang, the PRC, February 10, 2023

Notes:

1. 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 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 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.

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 (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, Admiralty, Hong Kong (for holders of H shares of the Company) not less than 24 hours before the time appointed for the EGM 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.

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1. For the purpose of determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, February 27, 2023 to Thursday, March 2, 2023 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the EGM, 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 Friday, February 24, 2023.

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 appointer 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 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 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 and Mr. Tang Yishu as independent non-executive Directors.

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