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FSE SERVICES GROUP LIMITED

豐盛服務集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(STOCK CODE: 331)

POLL RESULTS OF EXTRAORDINARY GENERAL MEETING

HELD ON 9 APRIL 2021

SUMMARY

The Board is pleased to announce that, at the EGM held on 9 April 2021, (i) the proposed ordinary resolutions for the purpose of approving the Proposed Transactions, the 2021 Master Facility and Related Services Agreements, the Services Transactions contemplated thereunder and their Annual Caps were duly passed by the Independent Shareholders by way of poll; (ii) the proposed ordinary resolution to approve the re-election of the retiring director was duly passed by the Shareholders by way of poll; and (iii) the proposed special resolution to approve the Proposed Change of Company Name was duly passed by the Shareholders by way of poll.

Reference is made to the circular (the ''Circular'') of FSE Services Group Limited (the ''Company'') and the notice of the extraordinary general meeting (the ''EGM'') of the Company both dated 19 March 2021.

The Board is pleased to announce that, at the EGM held on 9 April 2021, (i) the proposed ordinary resolutions for the purpose of approving the Proposed Transactions, the 2021 Master Facility and Related Services Agreements, the Services Transactions contemplated thereunder and their Annual Caps as set out in the notice of EGM were duly passed by the Independent Shareholders by way of poll; (ii) the proposed ordinary resolution to approve the re-election of the retiring director as set out in the notice of EGM was duly passed by the Shareholders by way of poll; and (iii) the proposed special resolution to approve the Proposed Change of Company Name as set out in the notice of EGM was duly passed by the Shareholders by way of poll.

Unless the context requires otherwise, capitalised terms used in this announcement have the same meanings as those defined in the Circular.

- 1 -

POLL RESULTS OF THE EGM

The poll results in respect of the resolutions proposed at the EGM are as follows:

ORDINARY RESOLUTIONS (Note 1)

No. of votes (Note 2)

For

Against

1.

Subject to and conditional upon the passing of each of

14,031,096

500

the ordinary resolutions approving the 2021 Master

99.996%

0.004%

Facility and Related Services Agreements, the

Services Transactions contemplated thereunder and

the Annual Caps for the same, to consider and

approve the Proposed Transactions on terms and

conditions of the Sale and Purchase Agreement and

the performance of the transactions contemplated

under the Sale and Purchase Agreement.

2.

Subject to and conditional upon (i) completion of the

14,031,096

500

Proposed Transactions in accordance with the terms

99.996%

0.004%

of the Sale and Purchase Agreement; and (ii) passing

of each of the ordinary resolutions approving the

other 2021 Master Facility and Related Services

Agreements, the Services Transactions contemplated

thereunder and the Annual Caps for the same, to

consider and approve the 2021 FSE Master Facility

and Related Services Agreement, the Services

Transactions contemplated thereunder and their

proposed Annual Caps for the period commencing

from the Completion Date and ending on 30 June

2023.

3.

Subject to and conditional upon (i) completion of the

14,031,096

500

Proposed Transactions in accordance with the terms

99.996%

0.004%

of the Sale and Purchase Agreement; and (ii) passing

of each of the ordinary resolutions approving the

other 2021 Master Facility and Related Services

Agreements, the Services Transactions contemplated

thereunder and the Annual Caps for the same, to

consider and approve the 2021 NWD Master Facility

and Related Services Agreement, the Services

Transactions contemplated thereunder and their

proposed Annual Caps for the period commencing

from the Completion Date and ending on 30 June

2023.

- 2 -

ORDINARY RESOLUTIONS (Note 1)

No. of votes (Note 2)

For

Against

4.

Subject to and conditional upon (i) completion of the

14,031,096

500

Proposed Transactions in accordance with the terms

99.996%

0.004%

of the Sale and Purchase Agreement; and (ii) passing

of each of the ordinary resolutions approving the

other 2021 Master Facility and Related Services

Agreements, the Services Transactions contemplated

thereunder and the Annual Caps for the same, to

consider and approve the 2021 NWS Master Facility

and Related Services Agreement, the Services

Transactions contemplated thereunder and their

proposed Annual Caps for the period commencing

from the Completion Date and ending on 30 June

2023.

5.

Subject to and conditional upon (i) completion of the

14,031,096

500

Proposed Transactions in accordance with the terms

99.996%

0.004%

of the Sale and Purchase Agreement; and (ii) passing

of each of the ordinary resolutions approving the

other 2021 Master Facility and Related Services

Agreements, the Services Transactions contemplated

thereunder and the Annual Caps for the same, to

consider and approve the 2021 CTFE Master Facility

and Related Services Agreement, the Services

Transactions contemplated thereunder and their

proposed Annual Caps for the period commencing

from the Completion Date and ending on 30 June

2023.

6.

Subject to and conditional upon (i) completion of the

14,031,096

500

Proposed Transactions in accordance with the terms

99.996%

0.004%

of the Sale and Purchase Agreement; and (ii) passing

of each of the ordinary resolutions approving the

other 2021 Master Facility and Related Services

Agreements, the Services Transactions contemplated

thereunder and the Annual Caps for the same, to

consider and approve the 2021 CTFJ Master Facility

and Related Services Agreement, the Services

Transactions contemplated thereunder and their

proposed Annual Caps for the period commencing

from the Completion Date and ending on 30 June

2023.

7.

To consider and approve the re-election of Dr. Cheng

350,930,382

601,214

Chun Fai as an executive Director.

99.829%

0.171%

- 3 -

SPECIAL RESOLUTION (Note 1)

No. of votes (Note 2)

For

Against

8.

Subject

to and conditional

upon the necessary

351,531,096

500

approval of the Registrar of

Companies in

the

99.999%

0.001%

Cayman Islands being obtained, to consider and

approve that (a) the English name of the Company be

changed

from ''FSE Services

Group Limited''

to

''FSE Lifestyle Services Limited''; and (b) the

Chinese name ''豐盛生活服務有限公司'' be adopted

as the dual foreign name of the Company in place of

the existing Chinese name ''豐盛服務集團有限公司''

with effect from the date of entry of the new English

name and dual foreign name on the register

maintained by the Registrar of Companies in the

Cayman Islands.

Notes:

  1. The full text of the resolutions was set out in the notice of the EGM.
  2. The number of votes and percentage of voting Ordinary Shares are based on the total number of Ordinary Shares held by the Independent Shareholders (in respect of the above resolutions numbered 1 to 6) or the Shareholders (in respect of the above resolutions numbered 7 and 8) who voted at the EGM in person or by proxy.

As at the date of the EGM:

  1. there were a total of 450,000,000 Ordinary Shares in issue;
  2. none of the Ordinary Shares entitled the Shareholders to attend and vote only against the proposed resolutions at the EGM;
  3. except for FSE Holdings, a controlling shareholder of the Company holding 337,500,000 Ordinary Shares, representing 75% of the issued Ordinary Shares carrying the right to vote at general meetings of the Company, who was required to and did abstain from voting at the EGM on the above resolutions numbered 1 to 6, none of the other Shareholders was required to abstain from voting on the resolutions proposed at the EGM under the Listing Rules. Accordingly, the total number of Ordinary Shares entitling the Independent Shareholders to attend and vote for and against the above resolutions numbered 1 to 6 at the EGM was 112,500,000 Shares, and the total number of Ordinary Shares entitling the Shareholders to attend and vote for and against the above resolutions numbered 7 and 8 at the EGM was 450,000,000 Ordinary Shares; and
  4. save as aforesaid, no other Shareholder(s) had stated his/her/its/their intention in the Circular to vote against the proposed resolutions or to abstain from voting at the EGM.

- 4 -

As more than 50% of the votes were cast in favour of the above ordinary resolutions numbered 1 to 6, each of the aforesaid ordinary resolutions were duly passed by the Independent Shareholders as ordinary resolutions.

As more than 50% of the votes were cast in favour of the above ordinary resolution numbered 7, such resolution was duly passed by the Shareholders as an ordinary resolution.

As not less than 75% of the votes were cast in favour of the above special resolution numbered 8, such resolution was duly passed by the Shareholders as a special resolution.

Tricor Investor Services Limited, the Company's branch share registrar in Hong Kong, was appointed as the scrutineer at the EGM for the purpose of vote-taking.

By order of the Board

FSE Services Group Limited

Chan Ju Wai

Company Secretary

Hong Kong, 9 April 2021

As at the date of this announcement, the Board comprises Dr. Cheng Kar Shun, Henry (Chairman) as non-executive director, Mr. Lam Wai Hon, Patrick (Vice-Chairman), Mr. Poon Lock Kee, Rocky (Chief Executive Officer), Mr. Doo William Junior Guilherme, Mr. Lee Kwok Bong, Mr. Soon Kweong Wah, Mr. Wong Shu Hung and Dr. Cheng Chun Fai as executive directors, Mr. Kwong Che Keung, Gordon, Mr. Hui Chiu Chung, Stephen, Mr. Lee Kwan Hung, Eddie and Dr. Tong Yuk Lun, Paul as independent non-executive directors.

- 5 -

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FSE Engineering Holdings Ltd. published this content on 09 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 April 2021 13:11:02 UTC.