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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 a licensed securities dealer, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Jiayuan Services Holdings Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchange 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.

Jiayuan Services Holdings Limited

佳源 服務控股有 限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1153)

  1. PROPOSALS FOR DECLARATION OF FINAL DIVIDEND,
    1. RE-ELECTIONOF RETIRING DIRECTORS,
    2. GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES,

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of Jiayuan Services Holdings Limited to be held at Room 1403, 9 Queen's Road Central, Hong Kong on Wednesday, 9 June 2021 at 2:00 p.m. is set out in this circular.

Whether or not you are able to attend the meeting, please complete and sign the enclosed form of proxy for use at the meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the meeting (i.e. not later than 2:00 p.m. on Monday, 7 June 2021) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://jy-fw.cn/).

PRECAUTIONARY MEASURES FOR THE AGM

Please see page ii of this document for measures being taken to try to prevent and control the spread of the COVID-19 at the AGM, including:

  • compulsory temperature checks
  • compulsory wearing of surgical face masks
  • no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company reminds Shareholders that they may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

28 April 2021

References to time and dates in this circular are to Hong Kong time and dates.

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CONTENTS

Page

Precautionary measures for the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ii

Definitions . . . .

. . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board

1.

Introduction

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

2.

Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

3.

Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

4.

General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

5.

General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

6.

AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

7.

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Appendix I

-

Details of Retiring Directors Proposed for Re-election . . . .

7

Appendix II

-

Explanatory Statement on Share Repurchase Mandate . . . .

15

Notice of AGM

. . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

  1. Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue.
  2. All attendees must wear surgical face masks inside the AGM venue at all times, and to maintain a safe distance between seats.
  3. No refreshments will be served, and there will be no corporate gifts.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy form for use at the AGM is attached to this circular for Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the "Investor Relations" section of the Company's website. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

If Shareholders choosing not to attend the AGM in person have any questions relating to the AGM, or about the relevant resolutions, or about the Company or any matters for communication with the Board, Shareholders may at any time send their enquiries and concerns with contact information of the requisitionists in writing to the Company's headquarters at Room 1403, 9 Queen's Road Central, Hong Kong or to the Company's email at jyfw@jy-fw.cn.

- ii -

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DEFINITIONS

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

"AGM"

the annual general meeting of the Company to be held at

Room 1403, 9 Queen's Road Central, Hong Kong on

Wednesday, 9 June 2021 at 2:00 p.m. if appropriate, to

approve the ordinary resolutions contained in the notice

of the AGM which is set out on pages 18 to 22 of this

circular, or any adjournment thereof;

"Articles of Association"

the articles of association of the Company currently in

force, and "Articles" shall mean an article thereof;

"Auditor"

the auditor of the Company at the relevant time;

"Board"

the board of Directors of the Company;

"Company"

Jiayuan Services Holdings Limited (佳源服務控股有限公

), an exempted company incorporated in the Cayman

Islands with limited liability, the Shares of which are

listed on the Main Board of the Stock Exchange;

"Controlling Shareholder"

shall have the meaning ascribed to it under the Listing

Rules;

"COVID-19"

a viral respiratory disease caused by the severe acute

respiratory syndrome coronavirus 2;

"Director(s)"

the director(s) of the Company;

"Group"

the Company and its subsidiaries from time to time;

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC;

"Issue Mandate"

a general mandate proposed to be granted to the Directors

to allot, issue and otherwise deal with additional Shares

in the manner as set out in ordinary resolution no. 5 of the

notice of the AGM;

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DEFINITIONS

"Listing Date"

9 December 2020, the date on which the Shares of the

Company were listed on the Main Board of the Stock

Exchange;

"Latest Practicable Date"

21 April 2021, being the latest practicable date for

ascertaining certain information referred to in this

circular prior to the printing of this circular;

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange as amended from time to time;

"PRC"

the People's Republic of China;

"RMB"

Renminbi, the lawful currency of the PRC;

"SFO"

Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong);

"Share(s)"

ordinary share(s) with nominal value of HK$0.01 each in

the share capital of the Company;

"Shareholder(s)"

holder(s) of Share(s);

"Share Repurchase Mandate"

a general mandate proposed to be granted to the Directors

to repurchase Shares in the manner as set out in ordinary

resolution no. 6 of the notice of AGM;

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"Substantial Shareholder"

shall have the meaning ascribed to it under the Listing

Rules;

"Takeovers Code"

the Codes on Takeovers and Mergers and Share

Buy-Backs approved by the Securities and Futures

Commission in Hong Kong from time to time; and

"%"

per cent.

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LETTER FROM THE BOARD

Jiayuan Services Holdings Limited

佳源 服務控股有 限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1153)

Executive Directors:

Registered Office:

Mr. Zhu Hongge (Chairman and

Cricket Square

Chief Executive Officer)

Hutchins Drive

Ms. Mu Liyuan

P.O. Box 2681

Grand Cayman

Non-executive Directors:

KY1-1111

Mr. Huang Fuqing

Cayman Islands

Mr. Pang Bo

Principal Place

Independent Non-executive Directors:

of Business in the PRC:

Ms. Liang Yunxu

Floor 3

Mr. Wang Huimin

Rome Metropolis

Mr. Wong Kwok Yin

No. 899, Wanghu Road

Nanhu District

Jiaxing

Zhejiang Province

PRC

Headquarters:

Room 1403

9 Queen's Road Central

Hong Kong

28 April 2021

To the Shareholders

Dear Sir or Madam,

(1) PROPOSALS FOR DECLARATION OF FINAL DIVIDEND,

  1. RE-ELECTIONOF RETIRING DIRECTORS,
  2. GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES,
    AND
  3. NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of

certain resolutions to be proposed at the AGM to be held on Wednesday, 9 June 2021.

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LETTER FROM THE BOARD

2. DECLARATION OF FINAL DIVIDEND

As stated in the annual results announcement of the Company dated 29 March 2021, the Board has resolved to recommend the payment of a final dividend of HK64 cents per ten Shares for Shareholders whose names appear on the Register of Members of the Company on Friday, 18 June 2021, subject to approval of the Shareholders at the AGM. The proposed final dividend, if approved, is expected to be paid on Friday, 9 July 2021.

For determining the entitlement to the proposed final dividend, the Register of Members of the Company will be closed from Thursday, 17 June 2021 to Friday, 18 June 2021, both days inclusive, during which period no transfer of shares will be registered. In order to establish the entitlement of Shareholders to receive the final dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong before 4:30 p.m. on Wednesday, 16 June 2021.

3. RE-ELECTION OF RETIRING DIRECTORS

In accordance with the Articles of Association, Mr. Zhu Hongge, Ms. Mu Liyuan, Mr. Huang Fuqing, Mr. Pang Bo, Ms. Liang Yunxu, Mr. Wang Huimin and Mr. Wong Kwok Yin shall retire at the AGM. All of the above retiring Directors, being eligible, will offer themselves for re-election at the AGM.

Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I (Details of Retiring Directors Proposed for Re-Election) of this circular.

4. GENERAL MANDATE TO ISSUE SHARES

By written resolutions passed by the sole Shareholder on 21 October 2020, a general mandate was granted to the Directors to issue, allot and deal with Shares in issue of the Company. No Share under the existing general mandate to issue new Shares has been issued. Such mandate will lapse at the conclusion of the AGM.

At the AGM, it will also be proposed, by way of an ordinary resolution, that the Directors be granted a general and unconditional mandate to exercise all the powers of the Company to allot, issue and deal with new Shares not exceeding 20% of the total number of issued Shares of the Company as at the date of the passing of such ordinary resolution set out as resolution no. 5 of the notice of the AGM. As at the Latest Practicable Date, there were 611,709,000 Shares in issue. Subject to the passing of the relevant ordinary resolution to approve the Issue Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company will be authorized to allot, issue and deal with up to 122,341,800 Shares under the Issue Mandate.

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LETTER FROM THE BOARD

Such Issue Mandate will be extended by a separate resolution set out as resolution no. 7 of the notice of the AGM by adding to the total number of Shares to be issued and allotted pursuant to the Issue Mandate the total number of the Shares repurchased by the Company pursuant to the Share Repurchase Mandate. The granting of the Issue Mandate will provide for flexibility to the Directors to issue Shares when it is in the interest of the Company to do so.

5. GENERAL MANDATE TO REPURCHASE SHARES

By written resolutions passed by the sole Shareholder on 21 October 2020, a general mandate was granted to the Directors to repurchase Shares. No Share under the existing repurchase mandate has been repurchased. Such repurchase mandate will lapse at the conclusion of the AGM.

At the AGM, it will be proposed, by way of an ordinary resolution, that the Directors be granted a general and unconditional mandate to exercise all the powers of the Company to repurchase not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of such ordinary resolution set out as resolution no. 6 of the notice of the AGM. As at the Latest Practicable Date, there were 611,709,000 Shares in issue. Subject to the passing of the relevant ordinary resolution approving the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Company would be authorised to repurchase up to 61,170,900 Shares under the Share Repurchase Mandate. The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Share Repurchase Mandate.

An explanatory statement containing information relating to the Share Repurchase Mandate as required pursuant to the Listing Rules is set out in Appendix II (Explanatory Statement on Share Repurchase Mandate) of this circular.

6. AGM AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 18 to 22 of this circular.

Pursuant to the Listing Rules and Article 66 of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://jy-fw.cn/). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours

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LETTER FROM THE BOARD

before the time appointed for the AGM (i.e. not later than 2:00 p.m. on 7 June 2021) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

7. RECOMMENDATION

The Directors believe that the proposals for declaration of final dividend, the re-election of the retiring Directors, the granting of the Issue Mandate and the Share Repurchase Mandate (including the extension of the Issue Mandate by the number of Shares repurchased) are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all such resolutions to be proposed at the AGM.

Yours faithfully,

For and on behalf of the Board

Jiayuan Services Holdings Limited

Zhu Hongge

Chairman

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APPENDIX I

DETAILS OF RETIRING DIRECTORS

PROPOSED FOR RE-ELECTION

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the AGM, are provided below.

  1. MR. ZHU HONGGE

Mr. Zhu Hongge ("Mr. Zhu"), aged 59, was appointed as an executive Director, the chief executive officer and the chairman of the Board on 11 June 2020 and is chairman of the Nomination Committee of the Company. He is responsible for the overall operational management and strategic planning of the Group. He served as the general manager of Zhejiang Jiayuan Property Services Group Company Limited (浙江佳源物業服務集團有限公司) ("Zhejiang Jiayuan Services") from April 2016 to December 2016. Since December 2016, he has been serving as the president of the Group where he has been primarily responsible for the overall management and strategic planning of the Group. He also holds directorships in various members of the Group. Mr. Zhu has over 10 years of experience in the property management and property development industry. From November 2009 to January 2011, he was the general manager of Zhejiang Jiayuan Services. From November 2012 to April 2014, Mr. Zhu served as the general manager of Haiyan Jiayuan Real Estate Co., Ltd. (海鹽縣佳源房地產開發有限公司) ("Haiyan Jiayuan"), a property development company indirectly wholly-owned by Mr. Shum Tin Ching ("Mr. Shum"), one of the Controlling Shareholders. From September 2013 to March 2016, he served as the general manager of Pinghu Jiayuan Tourism Development Co., Ltd. (平 湖市佳源旅遊開發有限公司), a company principally engaged in property development, where he was primarily responsible for its daily operation management. From March 2016 to December 2016, he served as a president assistant at Zhejiang Jiayuan Medical and Health Management Group Co., Ltd. (浙江佳源醫養健康管理集團有限公司), a company indirectly wholly-owned by Mr. Shum. Mr. Zhu obtained a diploma in mathematics from Zhengzhou University (鄭州大學) in the PRC via distance learning in June 1987.

Save as disclosed above, Mr. Zhu has not held any directorships in the last 3 years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Zhu has entered into a service contract with the Company for a term of three years commencing from the Listing Date, which may be terminated by Mr. Zhu or the Company by giving not less than three months' notice. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company's Articles of Association. Mr. Zhu is entitled to a basic salary, which is determined with reference to his responsibilities, experience, performance and the prevailing market conditions. In addition, Mr. Zhu is entitled to a discretionary bonus of such amount as the Board may determine in respect of each complete financial year of the Company and other benefits such as social insurances and housing funds. For the year ended 31 December 2020, Mr. Zhu received a sum of approximately RMB1,756,000 being salaries, other allowances, discretionary bonuses, social insurances and housing provident funds in respect of his position as executive Director and chief executive officer.

Save as disclosed above, Mr. Zhu has no relationship with any other Directors, senior management, substantial or controlling shareholders of the Company (as defined in the Listing Rules).

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APPENDIX I

DETAILS OF RETIRING DIRECTORS

PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Mr. Zhu was interested in 64,000 shares of Jiayuan International Group Limited (佳源國際控股有限公司) ("Jiayuan International"), a company listed on the Main Board of Stock Exchange (Stock Code: 2768) and one of the Controlling Shareholders, representing approximately 0.002% of the total issued Shares of Jiayuan International. Save as aforesaid, Mr. Zhu does not have any interests in the shares or underlying shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information which is disclosable nor is Mr. Zhu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Zhu that need to be brought to the attention of the Shareholders.

  1. MS. MU LIYUAN

Ms. Mu Liyuan ("Ms. Mu"), aged 32, was appointed as an executive Director on 11 June

2020 and is primarily responsible for the overall investment management of the Group. She joined the Group in May 2016 and served as a deputy manager of the personnel administration department of Zhejiang Jiayuan Services from May 2016 to December 2016. From December 2016 to January 2018, she served as a deputy general manager of the development management center of the Group. Since January 2018, she has been serving as the general manager of the investment development center of the Group. Ms. Mu has over 10 years of experience in property development and property management industry. Prior to joining the Group, from December 2009 to August 2012, she worked as the administrative manager of human resources and administration department of Zhejiang Jiayuan Real Estate Group Company Limited (浙 江佳源房地產集團有限公司) ("Zhejiang Jiayuan Real Estate"), a property development company indirectly wholly-ownedby Mr. Shum. From June 2013 to October 2013, she served as a management trainee in the sales and marketing department of Haiyan Jiayuan. From October 2013 to April 2016, she worked as a deputy office director at Pinghu Jiayuan Tourism Development Co., Ltd. (平湖市佳源旅遊開發有限公司). Ms. Mu obtained a bachelor's degree via distance learning in business administration from Jiaxing University (嘉興學院) in the PRC in June 2013. Ms. Mu also obtained the second-classcertificate of senior level (二級企業人力 資源管理師) of human resources management issued by the Ministry of Human Resources and Social Security of the PRC (中華人民共和國人力資源和社會保障部) in May 2015.

Save as disclosed above, Ms. Mu has not held any directorships in the last 3 years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Ms. Mu has entered into a service contract with the Company for a term of three years commencing from the Listing Date, which may be terminated by Ms. Mu or the Company by giving not less than three months' notice. She is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company's Articles of Association. Ms. Mu is entitled to a basic salary, which is determined with reference to her responsibilities, experience, performance and the prevailing market conditions. In addition, Ms. Mu is entitled to a discretionary bonus of such amount as the Board may determine in respect of each complete financial year of the Company and other benefits such as social insurances and housing funds. For the year ended 31 December 2020, Ms. Mu received a sum of approximately RMB445,000 being salaries, other allowances, discretionary bonuses, social insurances and housing provident funds in respect of her position as executive Director.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS

PROPOSED FOR RE-ELECTION

Save as disclosed above, Ms. Mu has no relationship with any other Directors, senior management, substantial or controlling shareholders of the Company (as defined in the Listing Rules).

As at the Latest Practicable Date, Ms. Mu does not have any interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information which is disclosable nor is Ms. Mu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Mu that need to be brought to the attention of the Shareholders.

  1. MR. HUANG FUQING

Mr. Huang Fuqing ("Mr. Huang"), aged 59, was appointed as a non-executive Director on 11 June 2020 and is primarily responsible for providing guidance and formulation of business strategies for the overall development of the Group. Mr. Huang has over 16 years of experience in the property development industry. From December 2003 to December 2009, he was the general manager of Changzhou Zhongchuang Property Development Co., Ltd. (常州 市中創房地產開發有限公司. From January 2010 to December 2010, Mr. Huang served as the general manager of Changzhou Tianyu Property Development Co., Ltd. (常州天宇房地產開發 有限公司). From January 2011 to December 2014, he worked at Zhejiang Jiayuan Real Estate, with his last position as the executive general manager. From September 2013 to December 2014, he worked as the general manager of Changzhou Jinyuan Property Development Co., Ltd. (常州金源房地產開發有限公司). From September 2014 to July 2018, he was the general manager of Nanjing Xinhaoning Property Development Co., Ltd. (南京新浩寧房地產開發有限 公司), a property development company wholly-owned by Mr.Shum. Since December 2014, Mr. Huang has been working as the general manager of Hong Kong Jia Yuan Holdings Limited (香港佳源集團有限公司), an investment holding company indirectly wholly-owned by Mr. Shum. Since September 2018, Mr. Huang has been working as the president of Ninggang Jiayuan Investment Consulting Group Co., Ltd. (寧港佳源投資諮詢集團有限公司), a company mainly engaged in property development and indirectly wholly-owned by Mr. Shum. Mr. Huang has also been serving as an executive director and vice chairman of the board of Jiayuan International since July 2015 and August 2016, respectively. He is also a director of certain subsidiaries of Jiayuan International.

Save as disclosed above, Mr. Huang has not held any directorships in the last 3 years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Huang has entered into a letter of appointment with the Company for a term of three years commencing from the Listing Date, which may be terminated by Mr. Huang or the Company by giving not less than three months' notice. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company's Articles of Association. Mr. Huang is not entitled to any remuneration and benefits for holding his office as non-executive Director.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS

PROPOSED FOR RE-ELECTION

Save as disclosed above, Mr. Huang has no relationship with any other Directors, senior management, substantial or controlling shareholders of the Company (as defined in the Listing Rules).

As at the Latest Practicable Date, Mr. Huang does not have any interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information which is disclosable nor is Mr. Huang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Huang that need to be brought to the attention of the Shareholders.

  1. MR. PANG BO

Mr. Pang Bo ("Mr. Pang"), aged 37, was appointed as a non-executive Director on 11 June 2020 and is a member of the Remuneration Committee of the Company. He is primarily responsible for providing guidance and formulation of business strategies for the overall development of the Group. Mr. Pang has over 13 years of experience in capital operation and corporate management. From September 2006 to September 2010, he worked as an assistant to the chairman and the representative of securities affairs of the board of Minfeng Special Paper Co., Ltd. (民豐特種紙股份有限公司), a company listed on the Shanghai Stock Exchange (Stock Code: 600235). From September 2010 to June 2015, Mr. Pang served as the board secretary and party branch secretary of Zhejiang ODM Transmission Technology Co., Ltd. (浙江歐迪恩傳動科技股份有限公司). From June 2015 to April 2017, he worked as the board secretary and investment director of Jiangxi Zhanyu New Energy Co., Ltd. (江西展宇新能源 股份有限公司). Since April 2017, he took various positions in Jiayuan Chuangsheng Holding Group Company Limited (佳源創盛控股集團有限公司), including the chief officer of listing management, assistant to the general manager, deputy general manager and general manager of the capital operation department. Since April 2019, he has been serving as a director of Zhejiang Xigu Digital Technology Co., Ltd. (浙江西谷數字技術股份有限公司), a company listed on the National Equities Exchange and Quotations (Stock Code: 836081). Since October 2019, he has been serving as a director of Qingdao Jiayuan Real Estate Co., Ltd. (青島佳源房 地產集團有限公司), a property development company indirectly wholly-owned by Mr. Shum. Since August 2020, he has been serving as general manager of the investment and development department of Jiayuan International.

Mr. Pang obtained a bachelor's degree in economics from Jiaxing University (嘉興學院) in the PRC in June 2006. Mr. Pang obtained the board secretary certificate awarded by the Shanghai Stock Exchange and the board secretary certificate awarded by the Shenzhen Stock Exchange in November 2006 and March 2014, respectively.

Save as disclosed above, Mr. Pang has not held any directorships in the last 3 years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS

PROPOSED FOR RE-ELECTION

Mr. Pang has entered into a letter of appointment with the Company for a term of three years commencing from the Listing Date, which may be terminated by Mr. Pang or the Company by giving not less than three months' notice. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company's Articles of Association. Mr. Pang is not entitled to any remuneration and benefits for holding his office as non-executive Director.

Save as disclosed above, Mr. Pang has no relationship with any other Directors, senior management, substantial or controlling shareholders of the Company (as defined in the Listing Rules).

As at the Latest Practicable Date, Mr. Pang does not have any interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information which is disclosable nor is Mr. Pang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Pang that need to be brought to the attention of the Shareholders.

  1. MS. LIANG YUNXU

Ms. Liang Yunxu (also known as Ms. Liang Yiping) ("Ms. Liang"), aged 58, was appointed as an independent non-executive Director on 21 October 2020 and is the chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee of the Company. She is responsible for providing independent advice on the operations and management of the Group. Ms. Liang has over 23 years of experience in financial and banking industry. From June 1996 to November 2017, Ms. Liang held a number of positions at Jiaxing branch of the Bank of Communications Limited (交通銀行股份有限公 司), a bank listed on the Shanghai Stock Exchange (Stock Code: 601328), with her last position as the president of the Jiaxing branch. Since November 2018, she has been an independent director and chairman of the risk management committee of the board of the Bank of Jiaxing (嘉興銀行). Since January 2019, she has been serving as the business consultant of the Zhejiang Anji BoCom Rural Bank Co., Ltd. (浙江安吉交銀村鎮銀行). Ms. Liang obtained a master's degree in business administration from Fudan University (復旦大學) in the PRC in January 2011.

Save as disclosed above, Ms. Liang has not held any directorships in the last 3 years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Ms. Liang has entered into a letter of appointment with the Company for a term of three years commencing from the Listing Date, which may be terminated by Ms. Liang or the Company by giving not less than three months' notice. She is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the

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APPENDIX I

DETAILS OF RETIRING DIRECTORS

PROPOSED FOR RE-ELECTION

Company's Articles of Association. Ms. Liang is receiving a Director's fee of HK$120,000 per annum for her directorship in the Company which was determined by reference to her responsibilities, experience, performance and the prevailing market conditions. Save for Director's fee, Ms. Liang is not entitled to receive any other remuneration and benefits for holding her office as independent non-executive Director.

Save as disclosed above, Ms. Liang has no relationship with any other Directors, senior management, substantial or controlling shareholders of the Company (as defined in the Listing Rules).

As at the Latest Practicable Date, Ms. Liang does not have any interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information which is disclosable nor is Ms. Liang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Liang that need to be brought to the attention of the Shareholders.

  1. MR. WANG HUIMIN

Mr. Wang Huimin ("Mr. Wang"), aged 60, was appointed as an independent non- executive Director on 21 October 2020 and is a member of the Audit Committee and the Remuneration Committee of the Company. He is responsible for providing independent advice on the operations and management of the Group. Mr. Wang has over 28 years of experience in the property development industry. Since January 1992, Mr. Wang has been working at China Real Estate Industrial Association (中國房地產業協會), where he successively served as an assistant to the director of its communication department, deputy director of its publicity and training department, director of its cooperative development department and vice secretary general and is currently serving as its honorary vice president, vice secretary general, director of "Guangsha Prize" (廣廈獎) selection office and director of credit construction office, primarily responsible for organizing the credit ranking and awards to property developers in the PRC.

Save as disclosed above, Mr. Wang has not held any directorships in the last 3 years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Wang has entered into a letter of appointment with the Company for a term of three years commencing from the Listing Date, which may be terminated by Mr. Wang or the Company by giving not less than three months' notice. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company's Articles of Association. Mr. Wang is receiving a Director's fee of HK$120,000 per annum for his directorship in the Company which was determined by reference to his

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APPENDIX I

DETAILS OF RETIRING DIRECTORS

PROPOSED FOR RE-ELECTION

responsibilities, experience, performance and the prevailing market conditions. Save for Director's fee, Mr. Wang is not entitled to receive any other remuneration and benefits for holding his office as independent non-executive Director.

Save as disclosed above, Mr. Wang has no relationship with any other Directors, senior management, substantial or controlling shareholders of the Company (as defined in the Listing Rules).

As at the Latest Practicable Date, Mr. Wang does not have any interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information which is disclosable nor is Mr. Wang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Wang that need to be brought to the attention of the Shareholders.

  1. MR. WONG KWOK YIN

Mr. Wong Kwok Yin ("Mr. Wong"), aged 41, was appointed as an independent non-executive Director on 21 October 2020 and is the chairman of the Audit Committee and a member of the Nomination Committee of the Company. He is responsible for providing independent advice on the operations and management of the Group. Mr. Wong has over 14 years of experience in investment banking. From March 2006 to November 2006, he was a business valuer in Vigers Appraisal and Consulting Limited (威格斯資產評估顧問有限公司). From November 2006 to April 2007, he worked as the executive of Platinum Management Services Limited (百德能管理服務有限公司). From April 2007 to June 2017, he successively served as an associate manager and associate director at Investec Capital Asia Limited (天達 融資亞洲有限公司). Since July 2017, he has been working for VMS Securities Limited (鼎珮 證券有限公司), a company mainly engaged in securities brokerage and corporate finance services in Hong Kong and is licensed to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the SFO, where he is currently managing director of corporate finance department and is responsible for business development and overseeing the overall operation of the corporate finance department.

Mr. Wong obtained a bachelor's degree of science majoring in applied chemistry from Hong Kong Baptist University in December 2002. He also obtained a master's degree of arts majoring in accounting and information systems from the City University of Hong Kong in November 2005. He was admitted as a fellow of the Association of Chartered Certified Accountants in September 2015. He was a licensed representative and was accredited to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities

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APPENDIX I

DETAILS OF RETIRING DIRECTORS

PROPOSED FOR RE-ELECTION

under the SFO since December 2006 and was accredited as a responsible officer in November 2016 to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO. He is currently a principal sponsor at VMS Securities Limited (鼎珮證券有限公司).

Save as disclosed above, Mr. Wong has not held any directorships in the last 3 years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Wong has entered into a letter of appointment with the Company for a term of three years commencing from the Listing Date, which may be terminated by Mr. Wong or the Company by giving not less than three months' notice. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company's Articles of Association. Mr. Wong is receiving a Director's fee of HK$120,000 per annum for his directorship in the Company which was determined by reference to his responsibilities, experience, performance and the prevailing market conditions. Save for Director's fee, Mr. Wong is not entitled to receive any other remuneration and benefits for holding his office as independent non-executive Director.

Save as disclosed above, Mr. Wong has no relationship with any other Directors, senior management, substantial or controlling shareholders of the Company (as defined in the Listing Rules).

As at the Latest Practicable Date, Mr. Wong does not have any interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information which is disclosable nor is Mr. Wong involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Wong that need to be brought to the attention of the Shareholders.

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JOBNAME: HCR20120066_E_Jiayua PAGE: 1 SESS: 42 OUTPUT: Thu Apr 22 05:22:11 2021 //English/HCR/HCR20120066e_Jiayuan_Services_AGM/04app2

APPENDIX II

EXPLANATORY STATEMENT ON

SHARE REPURCHASE MANDATE

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the Share Repurchase Mandate to be proposed at the AGM.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised of 611,709,000 fully paid-up Shares. Subject to the passing of the ordinary resolution set out in resolution no. 6 of the notice of the AGM in respect of the granting of the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 61,170,900 Shares, representing 10% of the total number of Shares in issue as at the date of the AGM.

2. REASONS FOR REPURCHASES

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

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Articles of Association and the laws of the Cayman Islands. The Directors propose that such repurchases of Shares will be appropriately financed by the Company's internal resources and/or available banking facilities.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX II

EXPLANATORY STATEMENT ON

SHARE REPURCHASE MANDATE

4. GENERAL

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, the exercise of the power of the Company to make repurchases pursuant to the Share Repurchase Mandate will be in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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

No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares held by them to the Company, or have undertaken not to do so, in the event that the Company is authorised to make repurchases of its Shares.

5. EFFECT OF THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of a share repurchase, any such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (depending on the level of increase of Shareholders' interests) 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. As at the Latest Practicable Date, Chuangyuan Holdings Limited beneficially held 450,000,000 Shares, representing approximately 73.6% of the voting rights attaching to the issued share capital of the Company. Chuangyuan Holdings Limited is wholly-owned by Jiayuan Investment Management Limited, which is in turn wholly-owned by Jiayuan International. Jiayuan International is owned as to approximately 67.96% by Mingyuan Group Investment Limited, which is indirectly wholly-owned by Mr. Shum and approximately 1.78% by Mr. Shum in his own personal capacity. By virtue of the SFO, each of Jiayuan Investment Management Limited, Jiayuan International, Mingyuan Group Investment Limited and Mr. Shum is deemed to be interested in the Shares in which Chuangyuan Holdings Limited is interested.

If the Share Repurchase Mandate is exercised in full, which is considered to be unlikely in the current circumstances, Chuangyuan Holdings Limited will (assuming that there is no change in relevant facts and circumstances) directly or indirectly hold approximately 81.7% of the voting rights attaching to the issued share capital of the Company.

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APPENDIX II

EXPLANATORY STATEMENT ON

SHARE REPURCHASE MANDATE

As the shareholding of Chuangyuan Holdings Limited in the Company is more than 50%, to the best knowledge of the Company, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases made pursuant to the Share Repurchase Mandate. Nevertheless, the Directors have no present intention to exercise the Share Repurchase Mandate and will not effect repurchase to such an extent which would result in the Company failing to comply with Rule 8.08 of the Listing Rules which requires a public float of 25%.

6. MARKET PRICES OF SHARES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during the period from 9 December 2020 (the date of listing of the Shares on the Main Board of the Stock Exchange) up to and including the Latest Practicable Date are as follows:

Shares

Highest

Lowest

Year

Month

Price

Price

HK$

HK$

2020

December (since 9 December 2020)

3.96

3.70

2021

January

4.05

3.84

February

3.98

3.86

March

4.07

3.86

April (up to the Latest Practicable Date)

4.30

4.02

7. SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the period from the Listing Date up to the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

Jiayuan Services Holdings Limited

佳源 服務控股有 限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1153)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Jiayuan Services Holdings Limited (the "Company") will be held at Room 1403, 9 Queen's Road Central, Hong Kong on Wednesday, 9 June 2021 at 2:00 p.m. for the following purposes:

  1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") and the independent auditors of the Company for the year ended 31 December 2020.
  2. To declare a final dividend of HK64 cents per ten ordinary shares for the year ended 31 December 2020.

3. (a) (i) To re-elect Mr. Zhu Hongge as an executive Director.

    1. To re-elect Ms. Mu Liyuan as an executive Director.
    2. To re-elect Mr. Huang Fuqing as a non-executive Director.
    3. To re-elect Mr. Pang Bo as a non-executive Director.
    4. To re-elect Ms. Liang Yunxu as an independent non-executive Director.
    5. To re-elect Mr. Wang Huimin as an independent non-executive Director.
    6. To re-elect Mr. Wong Kwok Yin as an independent non-executive Director.
  1. To authorise the board of directors of the Company (the "Board") to fix the remuneration of the Directors of the Company.

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

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NOTICE OF ANNUAL GENERAL MEETING

5. To consider and, if thought fit, pass the following resolution (with or without amendments) as an ordinary resolution:

"THAT:

  1. subject to paragraph (c) below and in substitution for all previous authorities, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company ("Shares") and to make or grant offers, agreements, options and other rights, or issue warrants and other securities including bonds, debentures and notes convertible into Shares, which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;
  2. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and other rights, or issue warrants and other securities, which would or might require the exercise of such powers after the end of the Relevant Period (as defined below);
  3. the total number of Shares allotted or to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to or in consequence of:
    1. a Rights Issue (as defined below); or
    2. the exercise of any option under any share option scheme or similar arrangement for the time being adopted for the grant or issue to option holders of Shares; 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 in accordance with the articles of association of the Company; or
    4. any adjustment, after the date of grant or issue of any options, rights to subscribe or other securities referred to above, in the price at which Shares shall be subscribed, and/or in the number of Shares which shall be subscribed, on exercise of relevant rights under such options, warrants or other securities, such adjustment being made in accordance with, or as contemplated by, the terms of such options, rights to subscribe or other securities; or

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NOTICE OF ANNUAL GENERAL MEETING

  1. a specified authority granted by the shareholders of the Company (the "Shareholders") in general meeting,

shall not exceed the aggregate of:

    1. 20 per cent (%) of the aggregate of the existing issued share capital of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and
    2. (if the Directors are so authorised by a separate ordinary resolution of the Shareholders) of the Company repurchased by the Company subsequent to the passing of this Resolution (not exceeding 10 per cent (%) of the aggregate of the Company in issue at the date of passing of this Resolution), and the said approval shall be limited accordingly; and
  1. for the purposes 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 expiry of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any other applicable laws of the Cayman Islands to be held; or
    3. the revocation, variation or renewal of this resolution by an ordinary resolution of the Shareholders in general meeting.

"Rights Issue" means an offer of Shares, or an offer of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject in all cases to such exclusions 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 any recognized regulatory body or any stock exchange in, any territory applicable to the Company)."

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NOTICE OF ANNUAL GENERAL MEETING

6. To consider and, if thought fit, pass the following resolution (with or without amendments) as an ordinary resolution:

"THAT:

  1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to purchase or repurchase shares of all classes and securities which carry a right to subscribe or purchase shares issued directly or indirectly by the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, be and is hereby generally and unconditionally approved, subject to and in accordance with all applicable laws and/or the requirements of the Securities and Futures Commission, the Companies Law of the Cayman Islands, the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
  2. the aggregate nominal amount of Shares to be repurchased by the Company pursuant to paragraph (a) above during the Relevant Period shall not exceed 10 per cent (%) of the aggregate of the Company in issue at the date of passing of this Resolution and the authority pursuant to paragraph (a) above shall be limited accordingly; and
  3. for the purposes 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 expiry of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any other applicable laws of the Cayman Islands to be held; or
    3. the revocation, variation or renewal of this Resolution by an ordinary resolution of the Shareholders in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

7. To consider and, if thought fit, pass the following resolution (with or without amendments) as an ordinary resolution:

"THAT, conditional upon the passing of Resolution No. 6, the general mandate granted to the Directors (pursuant to Resolution No. 5 or otherwise) and for the time being in force to exercise the powers of the Company to allot Shares be and is hereby extended by the addition to the aggregate 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 aggregate of the Company repurchased by the Company under the authority granted by the resolution set out as Resolution No. 6.".

For and on behalf of the Board

Jiayuan Services Holdings Limited

Zhu Hongge

Chairman

Hong Kong, 28 April 2021

Notes:

  1. All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) 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 Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
  2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend, and on a poll, vote instead of him. 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 form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
  3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the meeting (i.e. not later than 2:00 p.m. on Monday, 7 June 2021) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
  4. For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed Friday, 4 June 2021 to Wednesday, 9 June 2021 (both dates inclusive), during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 3 June 2021.
  5. For determining the entitlement to the proposed final dividend (subject to approval by the shareholders at the AGM), the Register of Members of the Company will be closed from Thursday, 17 June 2021 to Friday, 18 June 2021 (both dates inclusive), during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 16 June 2021.
  6. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the executive Directors are Mr. Zhu Hongge and Ms. Mu Liyuan, the non-executive Directors are Mr. Huang Fuqing and Mr. Pang Bo; and the independent non-executive Directors are Ms. Liang Yunxu, Mr. Wang Huimin and Mr. Wong Kwok Yin.

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Jiayuan Services Holdings Ltd. published this content on 27 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2021 09:16:04 UTC.