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

Oct 13, 2022

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.

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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)

NOTICE OF THE H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2022 second H share class meeting (the ‘‘H Share Class Meeting’’) 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’’) will be held at 4th Floor, Hall E, Dongyuan 1981, Nan’an District, Chongqing, the People’s Republic of China (the ‘‘PRC’’) at 10: 30 a.m., or immediately after the conclusion of the extraordinary general meeting of the Company, on Monday, 31 October 2022 for the purposes of considering and, if thought fit, passing with or without modifications, the following resolution:

SPECIAL RESOLUTION

‘‘THAT the proposed H Share Full Circulation (as defined in the circular of the Company dated 14 October 2022 (the ‘‘Circular’’)) be and is hereby considered and approved; and

THAT any director of the Company (the ‘‘Director’’) be and is hereby authorised to complete and do 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 (as defined in the Circular) and the Conversion and Listing (as defined in the Circular) or any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith.’’

Yours faithfully By order of the Board

DOWELL SERVICE GROUP CO. LIMITED*

東原仁知城市運營服務集團股份有限公司 Yi Lin

Chairman and non-executive Director

Chongqing, PRC, 14 October 2022

• For identification purposes only

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Notes:

1. Unless the context otherwise stated, capitalised terms used in this notice shall have the same meaning as those defined in the Circular.

2. Any H Shareholder entitled to attend and vote at the H Share Class Meeting is entitled to appoint one or more persons (whether such person is an H Shareholder or not) as his/her/its proxy or proxies to attend and vote on his/her/its behalf.

3. In order to be valid, the proxy form together with the notarised power of attorney and other authorisation documents, if any, must be lodged at the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 24 hours prior to the H Share Class Meeting or any adjournment thereof.

If the proxy is a legal person, its legal representative or any representative authorised by its board of directors or by other decision-making body shall attend the H Share Class Meeting on its behalf. If the H Shareholder is a recognised clearing house (or its agent), the H Shareholder may authorise one or more suitable persons to act as its representative at the H Share Class Meeting; however, if more than one person is authorised, the proxy form shall clearly indicate the number of H Shares each person is authorised to represent. The persons after such authorisation may represent the recognised clearing house (or its agent) to exercise the rights, as if they were the individual H Shareholders.

A vote made in accordance with the terms of a proxy shall be valid notwithstanding the death or loss of capacity of the appointor or revocation of the proxy or the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given, provided that the Company does not receive any written notice in respect of such matters before the commencement of the H Share Class Meeting.

1. The record date for determining the entitlement of members of the H Shares to attend and vote at the H Share Class Meeting will be fixed at the close of business of Wednesday 19 October 2022. In order to be eligible to attend and vote at the H Share Class Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4: 30 p.m. on Wednesday, 19 October 2022.

2. Completion and return of an instrument appointing a proxy will not preclude an H Shareholder from attending and voting in person at the H Share Class Meeting and/or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. As required under the Listing Rules, the above resolution will be decided by way of poll, except where the chairman, in good faith, decides to allow a resolution relating to a procedural or administrative matter to be voted on by show of hands.

4. H Shareholders attending the H Share Class Meeting shall be responsible for their own travel and accommodation expenses.

5. References to time and dates in this notice are to Hong Kong time.

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1. H Shareholders or their proxies shall present their identity documents when attending the H Share Class Meeting. If an attending H Shareholder is a legal person, its legal representative or director or person authorised by other governing body shall present the copy of the resolution of the board of directors or other governing body of such H Shareholder for appointing such person to attend the H Share Class Meeting.

2. The form of proxy for use at the H Share Class Meeting is enclosed herewith.

As of the date of this notice, the Board comprises Mr. Heng Qingda and Mr. Fan Dong as executive Directors; Ms. Yi Lin and Mr. Chen Han as non-executive Directors; and Ms. Cai Ying, Mr. Wang Susheng and Mr. Song Deliang as independent non-executive Directors.

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