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Roiserv Lifestyle Services Co., Ltd. Proxy Solicitation & Information Statement 2025

May 23, 2025

50399_rns_2025-05-23_753214bb-c41e-4fe0-9c15-37e44cc0316e.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荣万家

Roiserv Lifestyle Services Co., Ltd.

荣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 ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, JUNE 27, 2025

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the "Annual General Meeting") of Roiserv Lifestyle Services Co., Ltd. (the "Company") will be held at 10:00 a.m. on Friday, June 27, 2025 at RiseSun Development Mansion, 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the PRC for the following purposes:

ORDINARY RESOLUTIONS

  1. To consider and approve the report of the board (the "Board") of directors (the "Directors") of the Company for the year ended December 31, 2024.
  2. To consider and approve the report of the supervisory committee of the Company (the "Supervisory Committee") for the year ended December 31, 2024.
  3. To consider and approve the audited consolidated financial statements of the Company for the year ended December 31, 2024.
  4. To consider and approve the proposed profit distribution plan of the Company for the year ended December 31, 2024.
  5. To consider and approve the annual report of the Company for the year ended December 31, 2024.
  6. To authorise the Board to determine the remuneration of the Directors.
  7. To authorise the Supervisory Committee to determine the remuneration of the supervisors.
  8. To consider and approve the re-appointment of ShineWing Certified Public Accountants LLP as the auditors of the Company for a term until the conclusion of the next annual general meeting of the Company and to authorise the Board to determine its remuneration.

SPECIAL RESOLUTION

  1. To grant a general mandate to the Board to allot, issue and deal with additional shares of the Company and/or to resell treasury shares of the Company not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares) and to authorise the Board to make such amendments as it deems appropriate to the provisions of the articles of association of the Company, so as to reflect the new capital structure upon additional allotment and issuance of shares pursuant to such mandate.

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

Langfang, the PRC, May 23, 2025

Notes:

  1. All resolutions at the Annual 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 Annual General Meeting. Any shareholder of the Company entitled to attend and vote at the Annual General Meeting convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the Annual 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.

  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 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 Annual General Meeting or any adjournment thereof (as the case may be) (i.e. before 10:00 a.m. on Thursday, June 26, 2025). Completion and return of the proxy form will not preclude a shareholder of the Company from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof (as the case may be) if he/she so wish.

  4. For the purpose of determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, June 24, 2025 to Friday, June 27, 2025 (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 Annual General Meeting, unregistered holders of shares of the Company 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, June 23, 2025.


  1. 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.

  2. The Annual 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 Annual General Meeting (or any adjournment thereof) shall bear their own travelling and accommodation expenses.

As at the date of this notice, the executive Directors are Mr. Geng Jianfu, Ms. Liu Hongxia and Mr. Long Xiaokang; the non-executive Director is Mr. Zhang Wenge; and the independent non-executive Directors are Mr. Jin Wenhui, Mr. Xu Shaohong Alex and Mr. Tang Yishu.

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