DOWELL SERVICE GROUP CO. LIMITED — Proxy Solicitation & Information Statement 2023

Nov 20, 2023

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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)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 13 DECEMBER 2023

I/We[1]

of

H shares[2] of DOWELL SERVICE GROUP CO. LIMITED*

(address as shown in the register of members) being the shareholder(s) of H shares 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 extraordinary of the Company (the ‘‘EGM’’) to be held at 10: 00 a.m. on Wednesday, 13 December 2023 at 4th Floor, Hall E, Dongyuan 1891, 80 Nanbin Road, Nan’an District, Chongqing, the People’s Republic of China (the ‘‘PRC’’) or at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of EGM, and, if no such indication is given, as my/our proxy thinks fit. Unless otherwise stated, terms used in the circular of the Company dated 21 November 2023 in connection with the resolutions below shall have the same meaning when used herein.

	ORDINARY RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
1.	To consider and approve the New Master City Operations Services Agreement.
2.	To consider and approve the New Master Lifestyle Services Agreement.
3.	To consider and approve the New Master FATH and Other Comprehensive Services
	Agreement.
4.	To consider and approve the re-election of Ms. Luo Shaoying a non-executive Director.
5.	To consider and approve the re-election of Ms. Yi Lin a non-executive Director.
6.	To consider and approve the re-election of Ms. Cai Ying an independent non-executive
	Director.
7.	To consider and approve the re-election Mr. Wang Susheng an independent non-
	executive Director.
8.	To consider and approve the re-election of Mr. Song Deliang an independent non-
	executive Director.
9.	To consider and approve the re-election of Mr. Mao Dun as a Supervisor.
10.	To consider and approve the appointment of Mr. Yang Guang as a Supervisor.
	SPECIAL RESOLUTION	FOR4	AGAINST4	ABSTAIN4
11.	To consider and approve the Proposed Amendments to the Articles of Association.
Date	2023	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 delete as inappropriate and insert the number of H Shares registered in your name(s) to which this form of proxy relates. If no number of H Shares is inserted, this form of proxy 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. A Shareholder may appoint one or more proxies to attend and vote in his/her/its stead. A proxy need not be a Shareholder. A proxy of a Shareholder who has appointed more than one proxy may only vote by poll. ANY ALTERATION MADE TO THIS FORM OF PROXY 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 no direction is given, your proxy will vote or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice of EGM. If the voting slip hashas renouncednot been completedhis/her/itsorvotinghas beenrightscompletedand the votingincorrectlyresultorofthatthe therelevantwritingnumberis illegibleof H Sharesor thatheldthe byvotinghim/her/itslip hasshallnot bebeencountedcast, itasshall‘‘abstainbe treated’’. that the voter

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

6. Where there are joint holders of any HShares, any one of such persons may vote at the EGM, 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 EGM, 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 and to the exclusion of the other joint registered holders be entitled to vote in respect thereof.

7. The form of proxy (together with a notarially certified copy of the power of attorney or other authority (if any) if this form of proxy is signed by a person on behalf Hopewellof the appointor)Centre, 183mustQueenbe delivered’s Road East,by theWanholdersChai,ofHongH SharesKong tonotthelessHthanShare24Registrar,hours priorComputershareto the time appointedHong Kongfor holdingInvestortheServicesEGM (i.e.Limited,no laterat 17Mthan 10:Floor,00 a.m. on Tuesday, 12 December 2023 (Hong Kong time)) or any adjournment thereof.

8. Completion and return of a form of proxy will not preclude a Shareholder from attending in person and voting at the EGM or any adjournment thereof 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

(orYourproxies)supply andof youryourandvotingyourinstructionsproxy’s (orforproxiesthe meeting’) name(s)of theandCompanyaddress(es)(theis ‘‘onPurposesa voluntary’’). Webasismayfortransferthe purposeyour ofandprocessingyour proxyyour’s (orrequestproxiesfor’) thename(s)appointmentand address(es)of a proxyto ourthe informationagent, contractor,or areorotherwisethird partyrelevantserviceforproviderthe Purposeswho providesand needadministrative,to receive the computerinformation.andYourotherandservicesyour toproxyus and’s (orto proxiessuch parties’) name(s)who areandauthorizedaddress(es)bywilllawbetoretainedrequest 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