DOWELL SERVICE GROUP CO. LIMITED — Proxy Solicitation & Information Statement 2022

Oct 13, 2022

==> picture [115 x 37] intentionally omitted <==

DOWELL SERVICE GROUP CO. LIMITED* 東 原 仁 知 城 市 運 營 服 務 集 團 股 份 有 限 公 司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2352)

PROXY FORM FOR THE SECOND H SHARE CLASS MEETING OF 2022 TO BE HELD ON MONDAY, 31 OCTOBER 2022

I/We[1]

of

(address as shown in the register of members) being the shareholder(s) of H shares[2] of DOWELL SERVICE GROUP CO. LIMITED* 東原仁知城市運營服務集團股份有限公司 (the ‘‘Company’’) hereby appoint the chairman of the meeting or[3]

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the second H share class meeting of 2022 of the Company (‘‘H Share Class Meeting’’) to be held at 10: 30 a.m. or immediately after the conclusion of the 2022 extraordinary general meeting of the Company on Monday, 31 October 2022 at 4th Floor, Hall E, Dongyuan 1981, Nan’an District, Chongqing, the People’s Republic of China (the ‘‘PRC’’) or at any adjournment thereof as hereunder indicated in respect of the resolution set out in the notice of the H Share Class Meeting, and, if no such indication is given, as my/our proxy thinks fit. Unless otherwise stated, terms used in the circular dated 14 October 2022 in connection with the resolution below shall have the same meaning when used herein.

	SPECIAL RESOLUTION	FOR4	AGAINST4	ABSTAIN4
	To approve the proposed H Share Full Circulation; and to authorise any Director to complete all such acts or things as such Director may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the H Share Full Circulation and the Conversion and Listing or any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith.

Date 2022 Signature(s)[5]

Notes:

1. Please insert the full name and address(es) (as shown in the register of members) in BLOCK LETTERS.

2. Please insert the number of H Shares registered in your name(s) to which this proxy form relates. If no number of H Shares is inserted, this proxy form will be deemed to relate to all H Shares registered in your name(s).

3. If any proxy other than the chairman of the meeting is preferred, delete the words ‘‘the chairman of the meeting or’’ and insert the name and address of the proxy desired in the space provided. An H Shareholder may appoint one or more proxies to attend and vote in his/her/its stead. A proxy need not be an H Shareholder. A proxy of an H Shareholder who has appointed more than one proxy may only vote by poll. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE DULY INITIALED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED ‘‘AGAINST’’. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED ‘‘ABSTAIN’’. If the voting slip has not been completed or has been completed incorrectly or that the writing is illegible or that the voting slip has not been cast, it shall be treated that the voter has renounced his/her/its voting rights and the voting result of the relevant number of shares held by him/her/it shall be counted as ‘‘abstain’’.

5. This proxy form must be in writing under the hand of the H Shareholder or his/her/its attorney duly authorised in writing. For a corporate H Shareholder, this proxy form must be affixed with the common seal or signed by its director or attorney duly authorised in writing.

6. Where there are joint holders of any H Shares, any one of such persons may vote at the H Share Class Meeting, either personally or by proxy, in respect of such H Shares as if he/she/it were solely entitled thereto. However, if more than one of such joint holders is present at the H Share Class Meeting, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members in respect of such H Shares shall alone be entitled to vote in respect thereof.

7. The proxy form (together with a notarially certified copy of the power of attorney or other authority (if any) if this proxy form is signed by a person on behalf of the appointor) must be delivered by the holders of H Shares to the H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 24 hours before the time appointed for holding the H Share Class Meeting (i.e. 10: 30 a.m. on Sunday, 30 October 2022 (Hong Kong time)).

8. Completion and return of a proxy form will not preclude an H Shareholder from attending in person and voting at the H Share Class Meeting if he/she/it so wishes, but in such event the instrument appointing a proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meeting of the Company (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.

• For identification purposes only