Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
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)
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
This announcement is made by Roiserv Lifestyle Services Co., Ltd. (the "Company") pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
Reference is made to the announcement of the Company dated 7 February 2021 in relation to the lapse of the Over-allotment Option, stabilizing actions and end of stabilization period (the "Announcement"). Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Announcement.
The board of directors (the "Board") of the Company hereby announces that, given the Company's initial public offering of overseas listed foreign shares (H Shares) and listing on the Main Board of The Stock Exchange of Hong Kong Limited on 15 January 2021, the Over-allotment Option lapsed on 7 February 2021 and the Sole Global Coordinator (for itself and on behalf of the international underwriters) did not exercise the Over- allotment Option, the share capital of the Company increased from 282,000,000 shares to 376,000,000 shares, the registered capital of the Company increased from RMB282,000,000 to RMB376,000,000. In order to enable the Articles of Association of the Company (the "Articles of Association") to reflect the changes in the number of shares and registered capital after the Company completed the initial public offering of overseas listed foreign shares, the Company proposed to amend the Articles of Association (the "Proposed Amendments").
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The Proposed Amendments to the Articles of Association are as follows:
Existing Articles | Amended Articles |
Article 21 | Article 21 |
Prior to the initial public offering of | Prior to the initial public offering of |
overseas listed shares, the total number of | overseas listed shares, the total number of |
shares of the Company was 282 million | shares of the Company was 282 million |
shares while the share capital structure | shares while the share capital structure |
of the Company consists of 282 million | of the Company consists of 282 million |
ordinary shares, among which 235.527 | ordinary shares, among which 235.527 |
million shares were held by RiseSun Real | million shares were held by RiseSun Real |
Estate Development Co., Ltd.; 22.74 million | Estate Development Co., Ltd.; 22.74 million |
shares were held by Hebei Zhonghong | shares were held by Hebei Zhonghong |
Kaisheng Investment Co., Ltd. and 23.733 | Kaisheng Investment Co., Ltd. and 23.733 |
million shares were held by Xianghe | million shares were held by Xianghe |
Shengyide Commercial Consulting Center | Shengyide Commercial Consulting Center |
(Limited Partner). | (Limited Partner). |
Upon the completion of the initial public | Upon the completion of the initial public |
offering of overseas listed shares and if | offering of overseas listed shares and if the |
the over-allotment option has not been | overallotment option has not been exercised, |
exercised, the share capital structure of the | the share capital structure of the Company |
Company includes 376 million ordinary | includes 376 million ordinary shares, |
shares, among which, 235.527 million | among which, 235.527 million shares are |
shares are held by RiseSun Real Estate | held by RiseSun Real Estate Development |
Development Co., Ltd.; 22.74 million | Co., Ltd.; 22.74 million shares are held by |
shares are held by Hebei Zhonghong | Hebei Zhonghong Kaisheng Investment |
Kaisheng Investment Co., Ltd., 23.733 | Co., Ltd., 23.733 million shares are held |
million shares are held Xianghe Shengyide | Xianghe Shengyide Commercial Consulting |
Commercial Consulting Center (Limited | Center (Limited Partner) and 94 million |
Partner) and 94 million shares are held by | shares are held by H-share Shareholders. |
H-share Shareholders. | |
If the over-allotment option is fully | If the over-allotment option is fully |
exercised, the share capital structure of the | exercised, the share capital structure of the |
Company includes 390.1 million ordinary | Company includes 390.1 million ordinary |
shares, among which, 235.527 million | shares, among which, 235.527 million |
shares are held by RiseSun Real Estate | shares are held by RiseSun Real Estate |
Development Co., Ltd.; 22.74 million shares | Development Co., Ltd.; 22.74 million shares |
are held by Hebei Zhonghong Kaisheng | are held by Hebei Zhonghong Kaisheng |
Investment Co., Ltd.; 23.733 million shares | Investment Co., Ltd.; 23.733 million shares |
are held by Xianghe Shengyide Commercial | are held by Xianghe Shengyide Commercial |
Consulting Center (Limited Partner) and | Consulting Center (Limited Partner) and |
108.1 million shares are held by H-share108.1 million shares are held by H-share
Shareholders.Shareholders.
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Existing Articles | Amended Articles |
Article 22 | Article 22 |
Prior to the initial public offering of | Prior to the initial public offering of |
overseas listed shares, the registered capital | overseas listed shares, tThe registered |
of the Company was RMB282 million. | capital of the Company wasisRMB282376 |
million. | |
The Proposed Amendments comprise amendments to two provisions, with the contents of the other provisions of the Articles of Association remaining unchanged. The Articles of Association is prepared in Chinese with no official English version. Any English translation is for reference only. In the event of any inconsistency, the Chinese version shall prevail.
The Proposed Amendments are subject to the approval by the shareholders of the Company by way of a special resolution at the forthcoming annual general meeting at the Company (the "AGM"). The Company will dispatch a circular containing, among others, a notice at the AGM together with among others, the details of the Proposed Amendments to the shareholders of the Company in due course. The amended Articles of Association shall become effective on the date of the passing of the relevant resolution at the AGM. Prior to the passing of the relevant resolution at the AGM, the existing provisions in the Articles of Association shall remain valid.
By Order of the Board
Roiserv Lifestyle Services Co., Ltd.
Geng Jianfu
Chairman and Executive Director
The PRC, 29 April 2021
As at the date of this announcement, the Board comprises Mr. Geng Jianfu, Mr. Xiao Tianchi and Mr. Liu Yonggang as executive Directors; Mr. Zhang Wenge as non-executive Director; and Mr. Jin Wenhui, Mr. Siu Chi Hung and Mr. Tang Yishu as independent non-executive Directors.
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Roiserv Lifestyle Services Co. Ltd. published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 09:52:08 UTC.