THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in A-Living Services Co., Ltd., you should at once hand this circular together with the enclosed proxy form to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

A-LIVING SERVICES CO., LTD.*

雅居樂雅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: 3319)

    1. PROPOSED CHANGE OF COMPANY NAME;
  1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
    1. NOTICE OF THE 2020 THIRD EXTRAORDINARY GENERAL MEETING

Capitalised terms used on this cover shall have the same meanings as those defined in the section headed "Definitions" in this circular, unless the context requires otherwise.

A letter from the Board is set out on pages 4 to 8 of this circular.

A notice convening the EGM to be held at Conference Room, 33/F, Agile Center, 26 Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, PRC on Wednesday, 16 September 2020 at 2:30 p.m. is set out on pages EGM-1 to EGM-2 of this circular. A proxy form for use at the EGM is also enclosed in this circular. Such proxy form is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.agileliving.com.cn).

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed proxy form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meeting thereof if they so wish.

PRECAUTIONARY MEASURES FOR THE EGM

To safeguard the health and safety of Shareholders and to prevent the spreading of the coronavirus (COVID-19) pandemic, the following measures will be implemented at the EGM:

  • mandatory body temperature check;
  • compliance with the latest epidemic prevention policy requirement of the PRC government and presentation of the corresponding health certificate;
  • mandatory wearing of surgical face masks; and
  • no refreshments for attendees.

The Company reserves the right to deny entry into or require any person to leave the EGM venue if such person: (i) refuses to comply with any of the above precautionary measures; (ii) is having a body temperature of over 37.4 degree Celsius; and/or (iii) has any flu-like symptoms.

For the health and safety of our shareholders, the Company would like to encourage shareholders to appoint the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM, instead of attending the EGM in person.

* For identification purposes only

31 July 2020

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Precautionary Measures for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Appendix - Proposed Amendments to the Articles of Association . . . . . . . . . .

9

Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EGM-1

- i -

DEFINITIONS

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

the following meanings:

"Articles of Association"

the articles of association of the Company currently in

force

"Board"

the board of Directors

"China" or "PRC"

the People's Republic of China

"Company"

A-Living Services Co., Ltd.* (雅居樂雅生活服務股份有

限公司), a joint stock company incorporated in the

PRC with limited liability, the H Shares of which are

listed on the Main Board of the Stock Exchange

"Director(s)"

the directors of the Company

"Domestic Shares"

ordinary shares in the share capital of the Company,

with a nominal value of RMB1.00 each, which are

subscribed for and paid up in RMB

"EGM"

the 2020 third extraordinary general meeting of the

Company to be held at Conference Room, 33/F, Agile

Center, 26 Huaxia Road, Zhujiang New Town, Tianhe

District, Guangzhou, Guangdong Province, PRC on

Wednesday, 16 September 2020 at 2:30 p.m., to

consider and, if thought fit, to approve the resolutions

contained in the EGM Notice or any adjournment

thereof (as the case may be)

"EGM Notice"

the notice convening the EGM set out on pages EGM-1

to EGM-2 of this circular

"Group"

the Company and its subsidiaries

"H Shares" or "Overseas Listed

overseas listed shares in the ordinary share capital of

Shares"

the Company with a nominal value of RMB1.00 each,

which are subscribed for and traded in Hong Kong

Dollars and listed on the Stock Exchange

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC

"Hong Kong Dollars"

Hong Kong dollars, the lawful currency of Hong

Kong

- 1 -

DEFINITIONS

"Listing Rules"

the Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited

"Proposed Amendments"

has the meaning as ascribed to it under the section

headed "Proposed Amendments to the Articles of

Association" of this circular

"Proposed Change of Company

the proposed change of the Chinese name of the

Name"

Company from "雅居樂雅生活服務股份有限公司" to "

雅生活智慧城市服務股份有限公司" and the English

name of the Company from "A-Living Services Co.,

Ltd." to "A-Living Smart City Services Co., Ltd."

"RMB"

Renminbi, the lawful currency of the PRC

"Share(s)"

ordinary shares in the share capital of the Company,

with a nominal value of RMB1.00 each, comprising

Overseas Listed Shares, Domestic Shares and Unlisted

Foreign Shares

"Shareholder(s)"

holder(s) of the Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Unlisted Foreign Shares"

ordinary shares in the share capital of the Company

with a nominal value of RMB1.00 each and are held by

persons other than PRC nationals or

PRC-incorporated entities and are not listed on any

stock exchange

  • for identification purposes only

- 2 -

PRECAUTIONARY MEASURES FOR THE EGM

In view of the outbreak of coronavirus disease (COVID-19) pandemic (the "COVID-19Pandemic"), to safeguard the health and safety of Shareholders who might be attending the EGM in person, the Company will implement the following precautionary measures at the EGM:

  • Each attendee will be required to undergo a mandatory body temperature check and sign a health declaration form before entering the EGM venue. Any person with a body temperature above 37.4 degree Celsius, or is exhibiting flu-like symptoms, may be denied entry into the EGM venue and be required to leave the EGM venue.
  • Shareholders, proxies and other attendees are required to comply with the latest epidemic prevention policy requirements of the PRC government and present the corresponding health certificate. Any person who does not comply with this requirement will be required to leave the EGM venue.
  • Shareholders, proxies and other attendees are required to wear surgical face masks inside the EGM venue at all times. Any person who does not comply with this requirement will be required to leave the EGM venue.
  • No refreshments will be served at the EGM.

Shareholders who are feeling unwell are advised not to attend the EGM.

For the health and safety of our Shareholders, the Company would like to encourage its Shareholders to appoint the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM, instead of attending the EGM in person.

As the COVID-19 Pandemic continues to evolve, the Company will closely monitor the situation and reserves the right to take further measures as appropriate in order to minimise any risk to Shareholders and others attending the EGM and to comply with any requirements or recommendations of any government agencies from time to time. Shareholders are advised to check the Company's website at http://www.agileliving.com.cn for further announcements and updates on the EGM arrangements that may be issued.

The Company seeks the understanding and cooperation of all Shareholders to minimise the risk of community spread of COVID-19 Pandemic.

- 3 -

LETTER FROM THE BOARD

A-LIVING SERVICES CO., LTD.*

雅居樂雅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: 3319)

Executive Directors:

Registered Office in the PRC:

Mr. Chan Cheuk Hung (Co-chairman)

Management Building, Xingye Road

Mr. Huang Fengchao (Co-chairman)

Agile Garden, Sanxiang Town

Mr. Li Dalong

Zhongshan

(President (General Manager)

Guangdong Province, PRC

and Chief Executive Officer)

Principal Place of Office in the PRC:

Non-Executive Directors:

35/F, Agile Center

Mr. Wei Xianzhong

26 Huaxia Road

Ms. Yue Yuan

Zhujiang New Town

Tianhe District, Guangzhou

Independent Non-executive Directors:

Guangdong Province, PRC

Mr. Wan Kam To

Ms. Wong Chui Ping Cassie

Principal Place of Business in Hong Kong

Mr. Wang Peng

Level 54, Hopewell Centre

183 Queen's Road East

Hong Kong

31 July 2020

To the Shareholders

Dear Sir or Madam,

    1. PROPOSED CHANGE OF COMPANY NAME;
  1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
  2. NOTICE OF THE 2020 THIRD EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 21 July 2020. The

purpose of this circular is to provide you with the EGM Notice and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

- 4 -

LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

The Board has, after taking into consideration the Company's strategic development plans, realignment of positioning and intertwined with industry integration and upgrade trend, proposed to change the Chinese name of the Company from "雅居樂雅生活服務股份 有限公司" to "雅生活智慧城市服務股份有限公司" and the English name of the Company from "A-Living Services Co., Ltd." to "A-Living Smart City Services Co., Ltd.".

Conditions for the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the satisfaction of the following conditions:

  1. a special resolution passed by the Shareholders at the EGM to approve the Proposed Change of Company Name; and
  2. all the necessary approvals obtained from the relevant authorities of the PRC for the Proposed Change of Company Name.

The Proposed Change of Company Name will be put forward to the Shareholders for approval by way of a special resolution at the EGM. The filing with relevant PRC authorities will be made after the passing of the relevant special resolution at the EGM. Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the business license with the updated company name is issued by Market Supervision Administration of Zhongshan Municipality. Thereafter, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong.

Reasons for the Change of Company Name

Since its listing, the Company has experienced rapid development and become a leading comprehensive property services company with multi-brands and a diversified business portfolio, and will continuously as well as proactively explore opportunities along the industry chain. City service is in window of market-oriented development with upgrade trends to refinement, specialization and intelligence, providing a promising prospect for property management companies. The Company has strategically established the fifth business segment, namely city services, focusing on refined city management. By fully utilizing its advanced technologies, management experience and resources advantages, the Company will strive to enhance city management system and improve the efficiency as well as ability of city management, building itself as a comprehensive platform of intelligent city services.

To serve the strategic development plans, realignment of positioning of the Company and intertwined with industry integration and upgrade trend, the Board considers that the Proposed Change of Company Name will reflect the future business development of the Company and help the Company to expand business as

- 5 -

LETTER FROM THE BOARD

well as consolidate its market leading position. In the future, the Company will further explore the potential of existing businesses while extend scope of services and break through borders, to become a smart urban services provider with high quality, multi-brands and diversified business segments.

The Board is of the opinion that the Proposed Change of Company Name will benefit the future business development of the Company and is in the interests of the Company and the Shareholders as a whole.

Effect of the Change of Company Name

The Proposed Change of Company Name will not affect any rights of the Shareholders or the Company's daily business operation and/or its financial position. After the Proposed Change of Company Name becoming effective, all existing share certificates of the Company in issue bearing the present name of the Company will continue to be effective and evidence of title to the shares of the Company and will remain valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for exchange of the existing share certificates of the Company for new share certificates bearing its new name. Upon the Proposed Change of Company Name becoming effective, any new share certificates of the Company will be issued under its new name.

3. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In view of the Proposed Change of Company Name, the Board proposed to amend Article 1 and Article 3 of the Articles of Association. For details of the Proposed Amendments, please refer to the Appendix to this circular.

The Proposed Amendments comprises amendments to two provisions of the Articles of Association, with the contents of other provisions of the Articles of Association remaining unchanged. The cover page of the Articles of Association will be revised accordingly. The Proposed Amendments are subject to the approval by the Shareholders by way of a special resolution at the EGM. The Articles of Association is subject to and conditional upon the passing of the Proposed Change of Company Name.

The Articles of Association are 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.

4. EGM AND PROXY ARRANGEMENT

A notice convening the EGM at Conference Room, 33/F, Agile Center, 26 Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, PRC on Wednesday, 16 September 2020 at 2:30 p.m. at which special resolutions will be proposed to consider and, if thought fit, to approve the Proposed Change of Company Name and the Proposed Amendments to the Articles of Association is set out on pages EGM-1 to EGM-2 of this circular.

- 6 -

LETTER FROM THE BOARD

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the special resolutions in relation to the Proposed Change of Company Name and the Proposed Amendments to the Articles of Association at the EGM.

The proxy form of the EGM is also enclosed in this circular.

For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 17 August 2020 to Wednesday, 16 September 2020, both dates inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM, holders of H Shares whose transfer documents have not been registered are required to submit the share certificates together with the properly completed share transfer forms to the Company's H Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Friday, 14 August 2020 for registration. Holders of H Shares who are registered with Tricor Investor Services Limited on or before the aforementioned date are entitled to attend the EGM.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. For holders of H Shares, the proxy form should be returned to the Company's H Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong. For holders of Domestic Shares and Unlisted Foreign Shares, the proxy form should be returned to the Company's principal place of office in the PRC at 35th Floor, Agile Center, 26 Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, PRC by personal delivery or by post not less than 24 hours before the time fixed for holding the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any other adjourned meeting should you so wish.

5. VOTING BY POLL

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the EGM will exercise his power under the Articles of Association to demand a poll in relation to all proposed resolution at the EGM.

- 7 -

LETTER FROM THE BOARD

6. RECOMMENDATION

The Board considers that the special resolutions in relation to the Proposed Change of Company Name and the Proposed Amendments to be proposed at the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the proposed special resolutions at the EGM.

Yours faithfully,

By order of the Board

A-Living Services Co., Ltd.

Li Dalong

Executive Director, President (General Manager) and

Chief Executive Officer

  • for identification purposes only

- 8 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The details of the Proposed Amendments are as follows (shown with strikethrough

to denote text to be deleted and underline to denote text to be added):

Article number

Existing article

Amended article

Article 1

In order to

safeguard

the legitimate

In order to safeguard the legitimate

interests of A-Living Services Co., Ltd.

interests of A-LivingSmart City Services

(the "Company"), its shareholders and

Co., Ltd.(the "Company"), its

creditors, and regulate the organization

shareholders and creditors, and regulate

and activities of the Company, these

the organization and activities of the

Articles of Association are hereby

Company, these Articles of Association are

formulated in accordance with the

hereby formulated in accordance with the

Company Law of the People's Republic of

Company Law of the People's Republic of

China (the "Company Law"), the Special

China (the "Company Law"), the Special

Regulations of the State Council on the

Regulations of the State Council on the

Overseas Offering and Listing of Shares by

Overseas Offering and Listing of Shares by

Joint Stock Limited Companies (the

Joint Stock Limited Companies (the

"Special Regulations"),

the Mandatory

"Special Regulations"),

the

Mandatory

Provisions of Articles of Association of

Provisions of Articles of Association of

Companies

Listing Overseas

(the

Companies

Listing

Overseas (the

"Mandatory

Provisions"), the Opinion

"Mandatory

Provisions"), the Opinion

Letter on the Supplementation and

Letter on the Supplementation and

Amendment of Articles of Association of

Amendment of Articles of Association of

Companies Listing in Hong Kong, the

Companies Listing in Hong Kong, the

Reply of the State Council on the

Reply of the State Council on the

Adjustment of the Notice Period of the

Adjustment of the Notice Period of the

General Meeting and Other Matters

General Meeting and Other Matters

Applicable to the Overseas Listed

Applicable to the Overseas Listed

Companies, the Rules Governing the

Companies, the Rules Governing the

Listing of Securities on The Stock

Listing of Securities on The Stock

Exchange of Hong Kong Limited (the

Exchange of Hong Kong Limited (the

"Hong Kong Listing Rules") and other

"Hong Kong Listing Rules") and other

relevant laws, regulations and rules.

relevant laws, regulations and rules.

Article 3

The promoters of the

Company

are

The promoters of the Company are

Zhongshan A-Living

Enterprises

Zhongshan

A-Living

Enterprises

Management Services Co., Ltd.* and

Management Services Co., Ltd.* and

Deluxe Star International Limited. The

Deluxe Star International Limited. The

registered names of the Company are:

registered names of the Company are:

Chinese full name: 雅居樂雅生活服務股份

Chinese full name: 雅生活智慧城市服務股

有限公司;

份有限公司;

English full name: A-Living Services Co.,

English full name: A-LivingSmart City

Ltd.

Services Co., Ltd.

- 9 -

NOTICE OF EGM

A-LIVING SERVICES CO., LTD.*

雅居樂雅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: 3319)

NOTICE OF THE 2020 THIRD EXTRAORDINARY GENERAL MEETING

TO BE HELD ON 16 SEPTEMBER 2020

NOTICE IS HEREBY GIVEN that an 2020 third extraordinary general meeting of A-Living Services Co., Ltd. (the "Company") will be held at Conference Room, 33/F, Agile Center, 26 Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, PRC on Wednesday, 16 September 2020 at 2:30 p.m. for the purpose of considering and, if thought fit, passing the resolutions set out below as special resolutions of the Company. Unless the context requires otherwise, capitalised terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular of the Company dated 31 July 2020.

SPECIAL RESOLUTIONS

  1. To consider and approve the Proposed Change of Company Name.
  2. Conditional upon the passing of the special resolution numbered 1, to consider and approve the Proposed Amendments to the Articles of Association.

By order of the Board

A-Living Services Co., Ltd.

Li Dalong

Executive Director, President (General Manager) and

Chief Executive Officer

Hong Kong, 31 July 2020

Registered Office in the PRC:

Principal place of office in the PRC:

Management Building, Xingye Road

35/F, Agile Center

Agile Garden, Sanxiang Town

26 Huaxia Road

Zhongshan

Zhujiang New Town

Guangdong Province, PRC

Tianhe District, Guangzhou

Guangdong Province, PRC

Principal place of business in Hong Kong:

Level 54, Hopewell Centre

183 Queen's Road East

Hong Kong

- EGM-1 -

NOTICE OF EGM

Notes:

  1. The resolutions at the EGM will be taken by poll pursuant to the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.agileliving.com.cn) in accordance with the Listing Rules.
  2. All Shareholders are eligible for attending the EGM. Any Shareholder 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 to cast a vote for him/her. A proxy need not be a Shareholder. 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 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 principal place of office in the PRC at 35th Floor, Agile Center, 26 Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, PRC (for holders of Domestic Shares and Unlisted Foreign Shares) or (ii) the Company's H Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H Shares) not less than 24 hours before the time scheduled for the EGM. Completion and return of the proxy form will not preclude a Shareholder from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.
  4. For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 17 August 2020 to Wednesday, 16 September 2020, both dates inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM, holders of H Shares whose transfer documents have not been registered are required to submit the share certificates together with the properly completed share transfer forms to the Company's H Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Friday, 14 August 2020 for registration. Holders of H Shares who are registered with Tricor Investor Services Limited on or before the aforementioned date are entitled to attend the EGM.
  5. The EGM is expected to take no more than half a day. Shareholders who attend the EGM (in person or by proxy) shall bear their own travelling and accommodation expenses. Shareholders may contact the Investor Relations Department of the Company at (852) 2740 8921 (telephone number) and ir@agileliving.com.cn for any enquiries in respect of the EGM.

As at the date of this notice, the Board comprises eight members, being Mr. Chan Cheuk Hung^ (Co-chairman), Mr. Huang Fengchao^ (Co-chairman), Mr. Li Dalong^ (President (General Manager) and Chief Executive Officer), Mr. Wei Xianzhong^^, Ms. Yue Yuan^^, Mr. Wan Kam To^^^, Ms. Wong Chui Ping Cassie ^^^ and Mr. Wang Peng^^^.

  • Executive Directors
  • Non-executiveDirectors
  • Independent Non-executive Directors
  • for identification purposes only

- EGM-2 -

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A-Living Services Co. Ltd. published this content on 30 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 July 2020 09:25:05 UTC