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Roiserv Lifestyle Services Co., Ltd. — Proxy Solicitation & Information Statement 2023
Feb 9, 2023
50399_rns_2023-02-09_15f7a5e3-7009-4013-9439-743362060d46.pdf
Proxy Solicitation & Information Statement
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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)
PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON THURSDAY, MARCH 2, 2023
Number of shares to which this Domestic shares proxy form relates [(Note][1)] H shares I/We [(Note][2)] (name) of (address) being the registered holder(s) of domestic share/H shares [(Note][3)] in the issued share capital of Roiserv Lifestyle Services Co., Ltd. (the “ Company ”) hereby appoint the chairman of the meeting [(Note][4)] or (name) of (address) as my/our proxy(ies) to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (the “ EGM ”) to be held at 4:00 p.m. on Thursday, 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 ”) or any adjournment thereof as hereunder indicated in respect of the resolution set out in the notice of the EGM dated February 10, 2023, or, if no such indication is given, as my/our proxy thinks fit.
| on Thursday, March 2, 2023 at RiseSun Development Mansion, 81 Xiangyun RHebei Province, the People’s Republic of China (the “PRC”) or any adjournmeout in the notice of the EGM dated February 10, 2023, or, if no such indicatio | on Thursday, March 2, 2023 at RiseSun Development Mansion, 81 Xiangyun RHebei Province, the People’s Republic of China (the “PRC”) or any adjournmeout in the notice of the EGM dated February 10, 2023, or, if no such indicatio | on Thursday, March 2, 2023 at RiseSun Development Mansion, 81 Xiangyun RHebei Province, the People’s Republic of China (the “PRC”) or any adjournmeout in the notice of the EGM dated February 10, 2023, or, if no such indicatio | ..oad, Economic and Technological Development Area, Langfang,nt thereof as hereunder indicated in respect of the resolution setn is given, as my/our proxy thinks fit. | ..oad, Economic and Technological Development Area, Langfang,nt thereof as hereunder indicated in respect of the resolution setn is given, as my/our proxy thinks fit. | ..oad, Economic and Technological Development Area, Langfang,nt thereof as hereunder indicated in respect of the resolution setn is given, as my/our proxy thinks fit. | |
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| ORDINARY RESOLUTION | FOR (Note 5)A | GAINST (Note 5)ABS | TAIN (Note 5) | |||
| 1. | THAT(a)the 2023 Master Property Management Services Agreement (asdefined in the circular of the Company dated February 10, 2023(the “Circular”)), a copy of which is tabled at the meeting andmarked “A” and initialed by the chairman of the meeting foridentification purpose, the terms thereof and the continuingconnected transactions contemplated thereunder be and arehereby approved, ratified and confirmed;(b) the proposed annual caps set out in the 2023 Master PropertyManagement Services Agreement be and are hereby approved;and(c)any one director of the Company (“Director(s)”) be and ishereby authorized for and on behalf of the Company to executeall such other documents, instruments and agreements and to doall such acts or things deemed by him/her to be incidental to,ancillary to or in connection with the matters contemplated in the2023 Master Property Management Services Agreement. | |||||
| 2. | THAT(a)the2023MasterSmall-ScaleEngineeringandRelatedConsultancy Services Agreement (as defined in the Circular), acopy of which is tabled at the meeting and marked “B” andinitialed by the chairman of the meeting for identificationpurpose,thetermsthereofandthecontinuingconnectedtransactionscontemplatedthereunderbeandareherebyapproved, ratified and confirmed;(b) the proposed annual caps set out in the 2023 Master Small-ScaleEngineering and Related Consultancy Services Agreement beand are hereby approved; and(c)any one Director be and is hereby authorized for and on behalfof the Company to execute all such other documents, instrumentsand agreements and to do all such acts or things deemed byhim/her to be incidental to, ancillary to or in connection with thetttltdith2023MtSllSl |
Signature [(Note][6)]
2023
Date
Notes:
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Please delete as appropriate and insert the number of shares of the Company registered in your name(s) to which this proxy form relates. If a number is inserted, this proxy form will be deemed to relate only to those shares. If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered shareholders should be stated.
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Please insert the number of shares registered in your name(s) and delete as appropriate.
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If any proxy other than the chairman of the EGM is preferred, please strike out the words “the chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy or more than one proxy(ies) to attend the EGM and vote on his/her behalf. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.
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IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PUT A TICK (“ ✓ ”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PUT A TICK (“ ✓ ”) IN THE BOX MARKED “AGAINST”. IF YOU WISH TO VOTE ABSTENTION ON A RESOLUTION, PLEASE PUT A TICK (“ ✓ ”) IN THE BOX MARKED “ABSTAIN”. If no direction is given, your proxy may either vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.
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This proxy form must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either under its common seal or under the hand of a director or attorney duly authorised to sign the same. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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Any abstention vote or waiver of voting shall be deemed as “abstain”. Blank, wrong, illegible or uncast votes shall be deemed as the voters’ waiver of their voting rights, and the voting results representing the shares held by such voters shall be counted as “abstain”. The abstention vote shall be regarded as valid votes when the Company counts the votes in respect of the relevant matter.
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In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
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To be valid, this 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 deposited at (i) the Company’s headquarters in the PRC at 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the 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.
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Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjourned meeting thereof (as the case may be) if you so wish. If you attend and vote at the EGM in person, the authority of your proxy will be revoked.