Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

A-LIVING SMART CITY SERVICES CO., LTD.*

雅生活智 慧城市服務 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 2020 ANNUAL GENERAL MEETING

TO BE HELD ON 25 MAY 2021

NOTICE IS HEREBY GIVEN THAT the 2020 annual general meeting (the "AGM") of A-Living Smart City 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 Tuesday, 25 May 2021 at 3:00 p.m. for the following purposes:

ORDINARY RESOLUTIONS

  1. To consider and approve the report of the board of directors (the "Board") of the Company for the year ended 31 December 2020.
  2. To consider and approve the report of the supervisory committee of the Company (the "Supervisory Committee") for the year ended 31 December 2020.
  3. To consider and approve the audited consolidated financial statements of the Company for the year ended 31 December 2020.
  4. To consider and approve the annual report of the Company for the year ended 31 December 2020.
  5. To consider and approve the annual financial budget of the Company for the year ending 31 December 2021.
  6. To declare a final dividend of RMB0.33 per share (before tax) and a special dividend of RMB0.19 per share (before tax) for the year ended 31 December 2020.
  7. To authorise the Board to determine the remuneration of the Directors.
  8. To authorise the Supervisory Committee to determine the remuneration of the Supervisors.
  9. To consider and approve the re-appointment of PricewaterhouseCoopers as the auditor of the Company for a term until the conclusion of the next annual general meeting of the Company, and to authorise the Board to determine their remuneration.

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SPECIAL RESOLUTIONS

  1. To grant a general mandate to the Board to allot, issue and deal with additional H shares not exceeding 20% of the total number of issued H shares of the Company and to authorise the Board to make such amendments as it deems appropriate to the provisions of the articles of association of the Company, so as to reflect the new capital structure upon additional allotment and issuance of shares pursuant to such mandate. Details of the resolutions are set out in the circular of the Company dated 20 April 2021.
  2. To consider and, if thought fit, to approve the following general mandate for the Board and the persons authorised by the Board to buy back the Company's H shares:
    1. the Board be granted a general mandate, by reference to market conditions and in accordance with needs of the Company, to buy back the Company's H shares not exceeding 10% of the number of the Company's H shares in issue at the time when this resolution is passed at the AGM.
    2. the Board be authorised to (including but not limited to the following):
      1. formulate and implement the buy-back plan, including but not limited to determining the time of buy-back, period of buy-back,buy-back price and number of shares to buy back, etc.;
      2. notify creditors and issue announcements pursuant to the requirements of the laws and regulations such as Company Law and the articles of association of the Company;
      3. open overseas share accounts and money accounts and to carry out related change of foreign exchange registration procedures;
      4. carry out relevant approval or filing procedures (if any) pursuant to the applicable laws, regulations and rules;
      5. carry out cancelation procedures for bought back shares, make corresponding amendments to the articles of association of the Company relating to, among others, share capital and shareholdings, and carry out modification registrations and make filings;
      6. execute and deal with any documents and matters related to share buy-back.

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  1. Authorisation period
    The period of above general mandate shall not exceed the relevant period (the "Relevant Period"). The Relevant Period commences from the day when the authority conferred by this special resolution is approved by a special resolution of shareholders at the AGM and ends at the earlier of:
    1. the expiration of twelve months after the passing of this special resolution at the AGM;
    2. the date on which the authority conferred by this special resolution is revoked or varied by a special resolution at a general meeting; or
    3. the conclusion of the next annual general meeting of the Company following the date of passing of this resolution.

By Order of the Board

A-Living Smart City Services Co., Ltd.*

Chan Cheuk Hung/Huang Fengchao

Co-chairman

Hong Kong, 20 April 2021

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
    Notes:
  1. All resolutions at the AGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and the Company (http://www.agileliving.com.cn) in accordance with the Listing Rules.
  2. All shareholders of the Company are eligible for attending the AGM. Any shareholder of the Company entitled to attend and vote at the AGM convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the AGM and vote instead of him/her. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant proxy form. Every shareholder of the Company present in person or by proxy shall be entitled to one vote for each share held by him/her.

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  1. 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 People's Republic of China (the "PRC") at 35th Floor, Agile Center, 26 Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, the PRC (for shareholders of Domestic 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 shareholders of H Shares) not less than 24 hours before the time appointed for the AGM. Completion and return of the proxy form will not preclude a shareholder of the Company from attending and voting at the AGM or any adjourned meeting thereof should he/she so wish.
  2. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Saturday, 24 April 2021 to Tuesday, 25 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the AGM, shareholders 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 no later than 4:30 p.m. on Friday, 23 April 2021 for registration. Shareholders of H Shares who are registered with Tricor Investor Services Limited on or before the aforementioned date are entitled to attend the AGM.
  3. The AGM is expected to take no more than half a day. Shareholders of the Company who attend the AGM (in person or by proxy) shall bear their own travelling and accommodation expenses. Shareholders of the Company may contact the Investor Relations Department of the Company at (852) 2740 8921 (telephone number) and ir@agileliving.com.cn for any enquires in respect of the AGM.
  • for identification purposes only

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A-Living Services Co. Ltd. published this content on 19 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 00:43:00 UTC.