S-Enjoy Service Group Co., Limited — Proxy Solicitation & Information Statement 2019

Apr 12, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Xinchengyue Holdings Limited , you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

Xinchengyue Holdings Limited 新城 控股有限公司

(incorporated in the Cayman Islands with limited liability) (Stock Code: 1755)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND

RE-ELECTION OF RETIRING DIRECTORS AND DECLARATION OF FINAL DIVIDEND

AND

PROPOSAL FOR CHANGE OF COMPANY NAME

AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Xinchengyue Holdings Limited to be held at Unit 1103-06, China Building, 29 Queen’s Road Central, Central, Hong Kong on Monday, 20 May 2019 at 9:30 a.m. is set out on pages 18 to 23 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of the Stock Exchange of Hong Kong Limited at www.hkexnews.hk. Whether or not you are able to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting (i.e. before 9:30 a.m. on Saturday, 18 May 2019) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting or any adjourned meeting thereof if they so wish.

15 April 2019

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Proposal for Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
10.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
11.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I – DETAILS OF DIRECTORS PROPOSED FOR
	RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . .		14
**NOTICE **	OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the followings meanings:

• “Annual General Meeting”

the annual general meeting of the Company to be held at Unit 1103-06, China Building, 29 Queen’s Road Central, Central, Hong Kong on Monday, 20 May 2019 at 9:30 a.m. or any adjournment thereof and notice of which is set out on pages 18 to 23 of this circular

• “Articles of Association” the articles of association of the Company adopted by the Company on 20 October 2018 and effective on 6 November 2018, and as amended, supplemented or otherwise modified from time to time

• “Board” the board of Directors

• “Companies Law of the Cayman Islands”

• the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time

• “Company”

• Xinchengyue Holdings Limited (新城 控股有限公司), an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its Shares listed on the Stock Exchange

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

• “HK$”

• Hong Kong dollar, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Issue Mandate”

• a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with the Shares not exceeding 20% of the number of issued Shares as at the date of passing of the relevant resolution granting the Issue Mandate

• “Latest Practicable Date”

• 8 April 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

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DEFINITIONS

“Listing Date”	6 November 2018, being the date of the Shares listed on
	the main board of the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“PRC”	The People’s Republic of China
“Repurchase Mandate”	a general mandate proposed to be granted to the Directors
	at the Annual General Meeting to repurchase Shares not
	exceeding 10% of the number of the issued Shares as at
	the date of passing of the relevant resolution granting the
	Repurchase Mandate
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong, as amended, supplemented or
	otherwise modified from time to time
“Share(s)”	ordinary share(s) in the share capital of the Company
	with a par value of US$0.01 each
“Shareholder(s)”	the holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers, as
	amended, supplemented or otherwise modified from time
	to time
“%”	per cent

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LETTER FROM THE BOARD

Xinchengyue Holdings Limited 新城 控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1755)

Executive Directors: Mr. QI Xiaoming (Chairman and Chief Executive Officer) Ms. WU Qianqian Mr. LAN Ziyong

Registered office in the Cayman Islands: PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Non-executive Directors: Mr. WANG Zhenhua Headquarter in the PRC: Mr. LV Xiaoping 12th Floor, Future Holdings Tower B Mr. LU Zhongming No. 5, Lane 388, Zhongjiang Road Putuo, Shanghai

Independent Non-executive Directors: Ms. ZHANG Yan Mr. ZHU Wei Mr. XU Xinmin

Principal place of business in Hong Kong: 31/F Tower Two Times Square 1 Matheson Street Causeway Bay, Hong Kong

15 April 2019

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND DECLARATION OF FINAL DIVIDEND AND PROPOSAL FOR CHANGE OF COMPANY NAME AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (a) the grant to the Directors of the Issue Mandate and the Repurchase Mandate; (b) the re-election of the retiring Directors; (c) declaration of final dividend; and (d) the proposal for the change of the Company name.

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LETTER FROM THE BOARD

2. ISSUE MANDATE

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the general mandate to issue Shares. As at the Annual General Meeting, the ordinary resolution no. 5(A) will be proposed to grant the Directors the general mandate to exercise the powers of the Company to allot, issue and deal with the additional Shares not exceeding 20% of the number of issued Shares as at the date of passing of the relevant resolution granting the Issue Mandate.

As at the Latest Practicable Date, the 820,000,000 issued shares of the Company have been fully paid. Subject to the passing of the ordinary resolution no. 5(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue a maximum of 164,000,000 Shares.

In addition, subject to a separate approval of the ordinary resolution no. 5(C), the number of Shares that may be repurchased by the Company under the ordinary resolution no. 5(B) will also be added to extend the limit of the Issue Mandate as mentioned in the ordinary resolution no. 5(A) provided that such additional amount shall not exceed 10% of the number of issued Shares as at the date of passing the resolutions in relation to the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares of the Company pursuant to the Issue Mandate.

3. REPURCHASE MANDATE

In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

4. RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 16.2 of the Articles of Association, Mr. QI Xiaoming, Ms. WU Qianqian, Mr. LAN Ziyong, Mr. WANG Zhenhua, Mr. LV Xiaoping, Mr. LU Zhongming, Ms. ZHANG Yan, Mr. ZHU Wei and Mr. XU Xinmin shall retire from office and being eligible, have offered themselves for re-election at the Annual General Meeting.

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LETTER FROM THE BOARD

Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

The nomination committee of the Company will assess the candidates or incumbents on criteria such as integrity, experience, skills and ability to commit time and efforts to carry out duties and responsibilities. The recommendations will then be submitted to the Board for decision.

Ms. ZHANG Yan, Mr. ZHU Wei and Mr. XU Xinmin, who have served the Board as independent non-executive Directors since the Listing Date, have each made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board is satisfied that, taking into account, inter alia, the valuable independent judgement, advice and objective views contributed by Ms. ZHANG Yan, Mr. ZHU Wei and Mr. XU Xinmin, all of them are of such character, integrity and experience commensurate with office of independent nonexecutive Directors. The Board is not aware of any circumstance that might influence the independence of Ms. ZHANG Yan, Mr. ZHU Wei and Mr. XU Xinmin.

5. DECLARATION OF FINAL DIVIDEND

The Board recommends the payment of a final dividend of RMB0.1 per Share for the year ended 31 December 2018 from the Company’s reserves available for distribution. Upon approval by the Shareholders at the Annual General Meeting, the final dividend will be paid to the Shareholders whose names appear on the register of members of the Company as at 28 May 2019. The final dividend is subject to the approval of the Shareholders at the Annual General Meeting and the ordinary resolution no. 2 will be proposed to the Shareholders at the Annual General Meeting for voting by poll.

6. PROPOSAL FOR CHANGE OF COMPANY NAME

The Board proposes to change the English name and the Chinese name of the Company from “Xinchengyue Holdings Limited 新城 控股有限公司” to “S-Enjoy Service Group Co., Limited 新城 服務集團有限公司” respectively (the “ Change of Company Name ”).

Conditions for the Change of Company Name

The Change of Company Name will become effective subject to the satisfaction of all of the following conditions:

• (i) the approval by the Shareholders by way of special resolution at the Annual General Meeting; and

• (ii) the entry by the Registrar of Companies in Cayman Islands of the new English name and new Chinese secondary name on the Register of Companies in Cayman Islands.

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LETTER FROM THE BOARD

The proposed Change of Company Name will take effect from the date the new English name and the new Chinese secondary name are entered on the Register of Companies by the Registrar of Companies in Cayman Islands. The Company will carry out all the necessary filing procedures in Hong Kong upon the Change of Company Name becoming effective. Further announcement will be made by the Company upon the Change of Company Name becoming effective.

Reasons for the Change of Company Name

The Board considers that the Change of Company Name can provide the Company with a more appropriate corporate identity and image which will better reflect the Group’s current business development and its direction of future development. In light of this, the Board is of the view that the Change of Company Name is in the interests of the Company and the Shareholders as a whole.

Effect on the Change of Company Name

The Change of Company Name will not affect any rights of the Shareholders or the Company’s daily business operation and its financial position.

All existing share certificates in issue bearing the present name of the Company will, after the proposed Change of Company Name becoming effective, continue to be evidence of title to such shares and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for free exchange of the existing share certificates for new share certificates bearing the new name of the Company. Once the Change of Company Name becomes effective, new share certificates will be issued only in the new name of the Company.

In addition, subject to the confirmation by the Stock Exchange, the English stock short name and the Chinese stock short name for trading of the shares of the Company on the Stock Exchange will also be changed after the proposed Change of Company Name becomes effective.

7. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Friday, 24 May 2019 to Tuesday, 28 May 2019, both days inclusive, in order to determine the Shareholders’ entitlements to receive the final dividend (if approved by the Shareholders at the Annual General Meeting). In order to qualify for the final dividend, all transfer documents accompanied by the relevant share certificates and transfer forms must be lodged with the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Thursday, 23 May 2019.

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LETTER FROM THE BOARD

8. NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 18 to 23 of this circular is the notice of the Annual General Meeting containing, inter alia, resolutions to be proposed to the Shareholders for consideration and approval in relation to the granting to the Directors of the Issue Mandate and the Repurchase Mandate, the re-election of the retiring Directors, the declaration of final dividend and the proposal for change of Company name.

9. FORM OF PROXY

A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed on the enclosed form of proxy and return it to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 9:30 a.m. on Saturday, 18 May 2019) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjoined meeting thereof if they so wish, in which case, the form of proxy will be deemed to be withdrawn.

10. VOTING BY POLL

None of the Shareholders has any material interest in the resolutions in relation to the Issue Mandate and the Repurchase Mandate; therefore, no Shareholders are required to abstain from voting on the relevant resolutions.

Pursuant to Rule 13.39(4) of the Listing Rules and article 13.5 of the Articles of Association, any vote of Shareholders at the Annual General Meeting must be taken by poll except the sincere decision of the chairman of the Annual General Meeting to allow resolutions relating only to procedural or administrative matters to be voted by show of hands.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he is the holder. A Shareholder entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

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LETTER FROM THE BOARD

11. RECOMMENDATION

The Directors consider that the proposed resolutions for the grant to the Directors of the Issue Mandate and the Repurchase Mandate, the re-election of the retiring Directors, declaration of final dividend and the proposal for the Change of Company Name are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

By Order of the Board Xinchengyue Holdings Limited QI Xiaoming Chairman Executive Director Chief Executive Officer

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

As at the Latest Practicable Date, except as disclosed in this circular, the following Directors have no interest in the Shares (as defined in Part XV of the SFO).

Except as disclosed in this circular, the following Directors have not held any office in the Company or any other member of the Group and have not held any office of Director in any other public company listed on any stock market in Hong Kong or overseas in the past three years. Except as disclosed in this circular, the following Directors have no other relationship with any Director, senior management, substantial Shareholder or controlling Shareholder (as defined in the Listing Rules).

Except as disclosed in this circular, no other matters relating to the following Directors shall be submitted to Shareholders for their attention, and no other data relating to the following Directors shall be disclosed in accordance with the provisions of Rule 13.51(2)(h) to (v) of the Listing Rules.

EXECUTIVE DIRECTORS

Mr. QI Xiaoming , aged 50, is the Chairman, executive Director, Chief Executive Officer and General Manager. He is also the chairman and executive director of Tibet Xinchengyue Property Service Co., Ltd. (“Tibet Xinchengyue”). Mr. QI joined the Group in January 2015. Before joining the Group, from September 2002 to March 2015, Mr. QI was the deputy manager of the administrative department of Jiangsu Future Land Co., Ltd. (“Jiangsu Future Land”), and the assistant president and general manager of Chengzhong Branch of Changzhou Future Land Real Estate Development Co., Ltd. (“Changzhou Future Land”). He also served as the assistant president of Future Land Development Holdings Limited (“Future Land Development Holdings”) from March 2015 to June 2016.

Mr. QI received his Bachelor’s degree in engineering from Hefei University of Technology in July 1992.

On 20 October 2018, Mr. QI entered into a service contract with the Company for a term of three years commencing from 6 November 2018, and may be terminated in accordance with the terms of the service contract. He has the right to receive a salary of RMB1.8 million per annum, which is recommended by the remuneration committee of the Board with reference to his experience, duties and responsibilities to the Company and the prevailing market conditions and determined by the Board, and a discretionary bonus as may be determined by the Board based on his performance.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Ms. WU Qianqian , aged 35, is the executive Director and deputy general manager (QA). Ms. WU joined the Group in August 2012 and has held several positions in the Group, including assistant manager of the Company and assistant general manager and general manager of Changzhou Branch. Before joining the Group, Ms. WU worked as customer service manager and sales manager in Changzhou Future Land from June 2007 to July 2012.

Ms. WU graduated from Yancheng Normal University in June 2006 with a Bachelor’s degree in management.

On 20 October 2018, Ms. WU entered into a service contract with the Company for a term of three years commencing from 6 November 2018, and may be terminated in accordance with the terms of the service contract. She has the right to receive a salary of approximately RMB0.8 million per annum, which is recommended by the remuneration committee of the Board with reference to her experience, duties and responsibilities to the Company and the prevailing market conditions and determined by the Board, and a discretionary bonus as may be determined by the Board based on her performance.

Mr. LAN Ziyong , aged 39, is the executive director and deputy general manager (operations, administration and human resources). Mr. LAN joined the Group in March 2011 as an assistant manger of the Company. Before joining the Group, Mr. LAN worked as deputy manager of sales department and secretary to the president of Jiangsu Future Land from January 2007 to February 2011.

Mr. LAN received his Bachelor’s degree in engineering management and his Master’s degree in management from Chongqing University in June 2004 and in December 2006 respectively.

On 20 October 2018, Mr. LAN entered into a service contract with the Company for a term of three years commencing from 6 November 2018, and may be terminated in accordance with the terms of the service contract. He has the right to receive a salary of approximately RMB0.7 million per annum, which is recommended by the remuneration committee of the Board with reference to his experience, duties and responsibilities to the Company and the prevailing market conditions and determined by the Board, and a discretionary bonus as may be determined by the Board based on his performance.

NON-EXECUTIVE DIRECTORS

Mr. WANG Zhenhua , aged 57, is our non-executive Director. Mr. WANG joined Tibet Xinchengyue in March 1996, serving as the chairman and manager, starting to get involved in property management services. Mr. WANG founded the business of Future Land Development Holdings and has been the chairman of Future Land Development Holdings Co., Ltd. (“ Future Land Holdings ”) since 1996. In 2001, Mr. WANG became chairman of Jiangsu Future Land, a subsidiary of Future Land Development Holdings. Jiangsu Future Land is mainly engaged in residential property development, and its B shares were listed on the Shanghai Stock Exchange (Shanghai Stock Exchange Stock Code: 900950). Future Land Holdings was listed on the

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Shanghai Stock Exchange in December 2015 through shares exchange and merger of Jiangsu Future Land (Shanghai Stock Exchange Stock Code: 601155). In 2008, Mr. WANG founded Future Land Wanbo Property Co., Ltd., which specializes in developing multi-purpose complex projects.

Mr. WANG graduated from Cheung Kong Graduate School of Business in July 2005 with an EMBA degree. Mr. WANG is currently vice president of China Real Estate Chamber of Commerce and president of Shanghai Real Estate Chamber of Commerce. In 2010, Mr. WANG was awarded the title of “National Model Worker” by the state council. In January 2013, Mr. WANG was elected a deputy to the Jiangsu Provincial People’s Congress of the PRC.

As at the Latest Practicable Date, Mr. WANG has an interest in 600,000,000 outstanding shares, accounting for approximately 73.17% of the total number of outstanding shares.

On 20 October 2018, Mr. WANG entered into an appointment letter with the Company for a term of three years commencing from 6 November 2018. He is not entitled to any remuneration.

Mr. LV Xiaoping , aged 57, is our non-executive Director. Since joining in April 2016, he has served as a director of Tibet Xinchengyue. Before joining the Group, Mr. LV served as deputy general manager of Jiangsu Xincheng Enterprise Group Co., Ltd. from September 2001 to August 2004; and from 30 March 2015 to 15 December 2015, he served as the general manager of Future Land Holdings. Mr. LV served as the director and president of Jiangsu Future Land from August 2004 to February 2013, mainly responsible for the overall management of the Group’s residential property development in Jiangsu Future Land. Mr. LV served as vice chairman of Jiangsu Future Land from February 2013 to January 2016. He has been appointed director of Future Land Holdings since December 2015. Mr. LV was appointed as a non-executive director of Future Land Development Holdings in November 2012 and as an executive director and chief executive officer in January 2016. He is concurrently serving in these positions.

Mr. LV received his Bachelor’s degree in engineering from the Naval Engineering University in July 1983, and his Master’s degree in business administration from the China Europe International Business School in June 2007.

On 20 October 2018, Mr. LV entered into an appointment letter with the Company for a term of three years commencing from 6 November 2018. He is not entitled to any remuneration.

Mr. LU Zhongming , aged 47, is our non-executive Director. Mr. LU joined the Group in April 2016. Mr. LU served as the general manager of the financial department of Jiangsu Future Land from December 2001 to May 2010, and later served as the vice president of Future Land Holdings from June 2010 to March 2015. In March 2015, Mr. LU joined Future Land Development Holdings and has been the vice President since then.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Mr. LU graduated from Nanjing University of Economics in June 1999, and received his MBA degree from Tongji University in December 2013.

On 20 October 2018, Mr. LU entered into an appointment letter with the Company for a term of three years commencing from 6 November 2018. He is not entitled to any remuneration.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Ms. ZHANG Yan , aged 49, is the independent non-executive Director. She served as independent director of Tibet Xinchengyue from August 2016 to February 2018. Before joining the Group, Ms. ZHANG served as the clerk, deputy director and director of Changzhou CPA Firm from August 1992 to December 1998. Ms. ZHANG served as the chairman and chief accountant of Changzhou Zhengda CPA Firm from January 1999 to December 2000. Ms. ZHANG then joined Jiangsu Notary Public Accounting Firm in January 2001 and served as executive deputy chief accountant and director of Changzhou Branch until August 2008. Ms. ZHANG has been an associate professor at the Business School of Jiangsu Institute of Science and Technology since August 2008. From December 2011 to December 2017, Ms. ZHANG served as an independent non-executive director of EGing Photovoltaic Technology Co.,Ltd. (a company listed on the Shanghai Stock Exchange, Stock Code: 600537); since February 2016, she served as an independent non-executive director of Jiangsu Changhai Composite Materials Co., Ltd. (a company listed on the Shenzhen Stock Exchange, Stock Code: 300196).

Ms. ZHANG graduated from the school of finance and economics, Soochow University in June 1992 with a Bachelor’s degree in economics, and obtained the qualification of senior accountant and the qualification of certified appraiser in 2002 and 2011 respectively.

On 20 October 2018, Ms. ZHANG entered into an appointment letter with the Company for a term of three years commencing from 6 November 2018. She is entitled to emoluments of RMB200,000 per annum which was determined by the Board with reference to her job responsibility and prevailing market rate.

Mr. ZHU Wei , aged 57, is our independent non-executive Director. Mr. ZHU served as independent director of Tibet Xinchengyue from August 2016 to February 2018. Mr. ZHU has been working in Jiangsu Zhuhui Law Firm since June 1994, serving as the partner, director and chairman of partner conference successively. Since December 2002, Mr. ZHU has been serving as a master tutor in Soochow University. Mr. ZHU has also been appointed as an independent non-executive director of Changzhou Langbo Sealing Technologies Co., Ltd. (a company listed on Shanghai Stock Exchange, Stock Code: 603655) since October 2015.

Mr. ZHU received his Bachelor’s degree in law from Southwest University of Political Science and Law in July 1983, his diploma in law from University of London in December 1997, and his Doctor’s degree in constitutional administrative law from Soochow University in June 2007. In August 1998, Mr. ZHU obtained the first-grade national lawyer qualification.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

On 20 October 2018, Mr. ZHU entered into an appointment letter with the Company for a term of three years commencing from 6 November 2018. He is entitled to emoluments of RMB200,000 per annum which was determined by the Board with reference to his job responsibility and prevailing market rate.

Mr. XU Xinmin , aged 68, is our independent non-executive Director. Mr. XU is an economist with over 20 years of experience in the real estate industry. From December 2014 to December 2017, Mr. XU served as the deputy secretary general of China Real Estate Chamber of Commerce, in charge of the work of the community service research association. From August 1992 to February 2001, Mr. XU served as the director of housing management office of Changzhou Real Estate Administration Bureau of Jiangsu, and then as the director of property management office of Changzhou Real Estate Administration Bureau of Jiangsu. From March 2001 to April 2010, Mr. XU served as the director of the general affairs department of China Property Management Institute. Mr. XU served as the deputy secretary general of China Property Management Institute from March 2001 to April 2010, mainly responsible for supervising the organization and implementation of nationwide property management demonstration evaluation and acceptance. In July 2001, Mr. XU was appointed as the senior consultant of the Property Management Committee of Chinese Universities. Since September 2014, Mr. XU has been the independent non-executive director of Color Life Services Group Co., Limited (a company listed on the main board of the Stock Exchange of Hong Kong Limited, Stock Code: 1778).

Mr. XU graduated from Beijing Forestry University in June 2005.

On 20 October 2018, Mr. XU entered into an appointment letter with the Company for a term of three years commencing from 6 November 2018. He is entitled to emoluments of RMB200,000 per annum which was determined by the Board with reference to his job responsibility and prevailing market rate.

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EXPLANATORY STATEMENT

APPENDIX II

The following is an explanatory statement required by the Stock Exchange to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

ISSUED SHARES

As at the Latest Practicable Date, the issued Shares comprised 820,000,000 Shares of nominal value of US$0.01 each. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 82,000,000 Shares which represent 10% of the issued Shares, during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in general meeting.

REASONS AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

Repurchases of Shares must be financed out of funds legally available for the purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. Directors shall not repurchase the Shares on the Stock Exchange for consideration other than cash or by a method of payment not specified in the trading rules of the Stock Exchange. Subject to the foregoing, the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to the authorisation of the Articles of Association of the Company and in accordance with the Companies Law of the Cayman Islands; the amount of premium payable on repurchase, if any, may only be paid out of either the profits of the Company or out of the share premium account or out of capital subject to the authorisation of the Articles of Association of the Company and in the manner provided for in the Companies Law of the Cayman Islands.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the Repurchase Mandate was to be exercised in full, it may have a material adverse impact on the working capital and the balance sheet of the Company (as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2018, being the

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EXPLANATORY STATEMENT

APPENDIX II

date to which the latest published audited consolidated financial statements of the Company were made up). The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company or its subsidiaries.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the proposed Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

TAKEOVER CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. WANG Zhenhua (“ Mr. WANG ”) was deemed to be interested in 600,000,000 Shares within the meaning of Part XV of the SFO, representing approximately 73.17% of the issued Shares. The 600,000,000 Shares were held by Innovative Hero Limited, which is wholly owned by Mr. WANG. In the event that the Directors should exercise in full the Repurchase Mandate, Mr. WANG’s interests will be increased to approximately 81.30% of the issued Shares. On the basis of the aforesaid increase of shareholding, the Directors are not aware of any consequences of such repurchases of Shares that would result in a Shareholder, or a group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate was exercised in full. As the exercise of the Repurchase

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EXPLANATORY STATEMENT

APPENDIX II

Mandate in full would result in insufficient public float of the Company, the Directors have no intention to exercise the Repurchase Mandate to such an extent that results in a public shareholding of less than the minimum public float requirement of 25% of the total issued shares of the Company.

As at the Latest Practicable Date, the following Shareholders had interests representing 5% or more of the issued Shares:

		Number of	Approximate
	Capacity and	Ordinary	percentage of
Name of Shareholder	Nature of interest	Shares held	issued Shares
Mr. WANG	Founder of discretionary	600,000,000(L)	73.17%
	trust (Note 1)
Infinity Fortune Development	Controlled corporation	600,000,000(L)	73.17%
Limited	interest (Note 1)
First Priority Group Limited	Controlled corporation	600,000,000(L)	73.17%
	interest (Note 1)
Wealth Zone Hong Kong	Controlled corporation	600,000,000(L)	73.17%
Investments Limited	interest (Note 2)
Innovative Hero Limited	Beneficial owner	600,000,000(L)	73.17%
	(Note 3)

Notes:

1. The letter “L” denotes the long position in Shares.

2. Standard Chartered Trust (Cayman) Limited, as trustee of Hua Sheng Trust, which was established by Mr. WANG as settlor in favour of his family members, held 100% of the issued shares of Infinity Fortune Development Limited through its nominee Global Nominees Ltd., which in turn held 100% of the issued shares of First Priority Group Limited.

3. Wealth Zone Hong Kong Investments Limited is held as to 100% of its issued shares by First Priority Group Limited.

4. Innovative Hero Limited is held as to 100% of its issued shares by Wealth Zone Hong Kong Investments Limited.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company since the Listing Date to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

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EXPLANATORY STATEMENT

APPENDIX II

SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange from the Listing Date to the Latest Practicable Date:

Month	Highest Price	Lowest Price
	HK$	HK$
2018
November	3.63	2.90
December	3.91	3.24
2019
January	4.64	3.62
February	6.22	4.42
March	8.30	5.98
April (as at the Latest Practicable Date)	8.49	7.19

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NOTICE OF ANNUAL GENERAL MEETING

Xinchengyue Holdings Limited 新城 控股有限公司

(incorporated in the Cayman Islands with limited liability) (Stock Code: 1755)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ Annual General Meeting ”) of Xinchengyue Holdings Limited (the “ Company ”) will be held at Unit 1103-06, China Building, 29 Queen’s Road Central, Central, Hong Kong on Monday, 20 May 2019 at 9:30 a.m. for considering the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 December 2018.

2. To declare a final dividend for the year ended 31 December 2018.

3. (a) To re-elect the following retiring directors of the Company (the “ Directors ”):

   • (i) Mr. QI Xiaoming as executive Director;

   • (ii) Ms. WU Qianqian as executive Director;

   • (iii) Mr. LAN Ziyong as executive Director;

   • (iv) Mr. WANG Zhenhua as non-executive Director;

   • (v) Mr. LV Xiaoping as non-executive Director;

   • (vi) Mr. LU Zhongming as non-executive Director;

   • (vii) Ms. ZHANG Yan as independent non-executive Director;

   • (viii) Mr. ZHU Wei as independent non-executive Director;

   • (ix) Mr. XU Xinmin as independent non-executive Director;

4. (b) To authorise the board of Directors (the “ Board ”) to fix the remuneration of the Directors.

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NOTICE OF ANNUAL GENERAL MEETING

1. To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the Board to fix its remuneration.

2. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

3. (A) “ That:

   • (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

   • (ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

   • (iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the share option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20 per cent of the number of issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iv) for the purpose of this resolution:

• (a) “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

  • (1) the conclusion of the next annual general meeting of the Company;

  • (2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and

  • (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (b) “ Rights Issue ” means an offer of shares of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors to holders of shares of the Company or any class thereof whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”

(B) “ That:

• (i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the shares of the Company may be listed and recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”), be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the aggregate par value of the shares of the Company, which may be repurchased by the Company pursuant to the approval in paragraph (i) above shall not exceed 10 per cent of the number of the issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (iv) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (1) the conclusion of the next annual general meeting of the Company;

• (2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and

• (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• (C) “ That conditional upon the resolutions Nos. 5(A) and 5(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with new shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution No. 5(A) set out in the notice convening this meeting be and is hereby extended by the addition to the number of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the number of the shares of the Company repurchased by the Company under the authority granted pursuant to the ordinary resolution No. 5(B) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent of the number of the issued shares of the Company as at the date of passing of this resolution.”

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NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOULUTION

1. To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

“ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands has been obtained, the English name of the Company be changed from “Xinchengyue Holdings Limited” to “S-Enjoy Service Group Co., Limited” and the dual foreign name in Chinese be changed from “新城 控股有限 公司” to “新城 服務集團有限公司” (the “ Change of Company Name ”), and that any one or more of the Directors be and is/are hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements as he/she/they consider necessary, desirable or expedient for the purpose of giving effect to the Change of Company Name.”

By Order of the Board Xinchengyue Holdings Limited QI Xiaoming

Chairman

Executive Director Chief Executive Officer Yours faithfully,

Hong Kong, 15 April 2019

Registered office in the Cayman Islands:

PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Headquarter in the PRC:

12th Floor, Future Holdings Tower B No. 5, Lane 388, Zhongjiang Road Putuo, Shanghai

Principal place of business in Hong Kong: 31/F Tower Two Times Square 1 Matheson Street Causeway Bay, Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (i) The ordinary resolution No. 5(C) will be proposed to the Shareholders for approval provided that ordinary resolutions No. 5(A) and 5(B) are passed by the Shareholders of the Company.

• (ii) A shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company.

• (iii) In the 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 the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (iv) In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. before 9:30 a.m. on Saturday, 18 May 2019) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

• (v) In order to determine the right of shareholders to attend and vote at the aforesaid annual general meeting, the Company will suspend the registration of transfers of shares of the Company from Wednesday, 15 May 2019 to Monday, 20 May 2019, both days inclusive. In order to qualify for attending the annual general meeting, all completed share transfer documents together with the relevant shares must be sent for registration to the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, no later than 4:30 p.m. on 14 May 2019 (Tuesday), with the address at 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (vi) The Company will suspend the transfer of shares from 24 May 2019 (Friday) to 28 May 2019 (Tuesday) (both dates inclusive) to determine the status of shareholders entitled to receive final dividends. In order to qualify for the final dividend, all completed share transfer documents together with the relevant shares must be sent to the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited for registration, no later than 4:30 p.m. on 23 May 2019 (Thursday), with the address at 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (vii) In respect of the ordinary resolution No. 3(A) above, Mr. QI Xiaoming, Ms. WU Qianqian, Mr. LAN Ziyong, Mr. WANG Zhenhua, Mr. LV Xiaoping, Mr. LU Zhongming, Ms. ZHANG Yan, Mr. ZHU Wei and Mr. XU Xinmin shall retire from office and being eligible, have offered themselves for re-election at the above meeting. Details of the above retiring Directors are set out in Appendix I to the accompanied circular dated 15 April 2019.

• (viii) In respect of the ordinary resolution No. 5(A) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the Shareholders of the Company as a general mandate for the purposes of the Listing Rules.

• (ix) In respect of the ordinary resolution No. 5(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of Shareholders of the Company. The explanatory statement containing the information necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated 15 April 2019.

• (x) Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the Annual General Meeting must be taken by poll except the sincere decision of the chairman of the Annual General Meeting to allow resolutions relating only to procedural or administrative matters to be voted by show of hands.

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