DOWELL SERVICE GROUP CO. LIMITED — Proxy Solicitation & Information Statement 2024

Sep 26, 2024

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 your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in 東原仁知城市運營服務集團股份有限公司(Dowell Service Group Co. Limited*), you should at once hand this circular with the form of proxy to the purchaser or transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges 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.

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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)

PROPOSED DISTRIBUTION OF INTERIM DIVIDEND AND NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” in this circular.

A notice convening the EGM to be held at Floor 5, Building 2, Ping An Wealth Center, Shenchang Road, Minhang District, Shanghai, the PRC on Wednesday, 23 October 2024 at 10:00 a.m. is set out in this circular. Whether or not you intend to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to Computershare Hong Kong Investor Services Limited, the H share registrar of the Company in Hong Kong, 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 before the time appointed for holding the EGM (i.e. no later than 10:00 a.m. on Tuesday, 22 October 2024 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

This circular together with the form of proxy are also published on the website of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.dowellservice.com). Reference to dates and times in this circular are to Hong Kong dates and times.

• For identification purposes only

26 September 2024

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

— i —

DEFINITIONS

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

“Articles of Association”	the articles of association of the Company currently in force
“Board”	the board of Directors
“Company”	東原仁知城市運營服務集團股份有限公司(DOWELL SERVICE
	GROUP CO. LIMITED*), a joint stock company incorporated in the
	PRC with limited liability, the H Shares of which are listed on the Main
	Board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“EGM”	the 2024 second extraordinary general meeting to be held at Floor 5,
	Building 2, Ping An Wealth Center, Shenchang Road, Minhang District,
	Shanghai, the PRC on Wednesday, 23 October 2024 at 10:00 a.m., to
	consider and, if appropriate, to approve the resolution contained in the
	notice of the meeting which is set out on pages EGM-1 to EGM-2 of this
	circular, or any adjournment thereof
“Group”	collectively, the Company and its subsidiaries
“H Share(s)” or “Share(s)”	share(s) in the share capital of the Company with a nominal value of
	RMB1.00 each, which are listed on the Stock Exchange
“HK$”	Hong Kong dollars, the lawful currency of the Hong Kong Special
	Administrative Region of the PRC
“Interim Dividend”	the proposed distribution of an interim dividend of RMB0.036 per Share
	(tax inclusive) for the six months ended 30 June 2024
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“PRC”	the People’s Republic of China (and for the purpose of this circular,
	excluding Hong Kong, the Macau Special Administrative Region of the
	PRC and Taiwan)
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholder(s)”	the holder(s) of H Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent.

• For identification purposes only

— 1 —

LETTER FROM THE BOARD

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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)

Non-executive Directors:

Ms. Luo Shaoying (Chairman) Ms. Yi Lin

Executive Directors:

Mr. Zhang Aiming

(Vice chairman, Co-chief executive officer, employee Director)

Mr. Fan Dong

(Co-chief executive officer, employee Director)

Independent non-executive Directors:

Registered office and headquarters:

Room 206, Commercial Building, B1/F No. 108 Baihe Road Nanping Town Nan’an District, Chongqing The PRC

Principal place of business in Hong Kong

40/F, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai Hong Kong

Ms. Cai Ying Mr. Wang Susheng Mr. Song Deliang

26 September 2024

To the Shareholders

Dear Sir or Madam,

PROPOSED DISTRIBUTION OF INTERIM DIVIDEND

I. INTRODUCTION

Reference is made to the interim results announcement of the Company dated 22 August 2024 in relation to, among others, the proposed distribution of Interim Dividend.

— 2 —

LETTER FROM THE BOARD

II. PROPOSED DISTRIBUTION OF INTERIM DIVIDEND

On 22 August 2024, the Board considered and approved the proposed distribution of the Interim Dividend of RMB0.036 per Share (tax inclusive) for the six months ended 30 June 2024. The proposed distribution of the Interim Dividend shall be subject to the consideration and approval of the Shareholders at the EGM. The Interim Dividend payable to the Shareholders shall be declared in RMB and paid in HK dollars the exchange rate of which will be calculated based on the average exchange rate of RMB against HK dollars published by the People’s Bank of China seven days prior to the EGM. Upon approval at the EGM, the Interim Dividend will be paid by Monday, 23 December 2024.

For the purpose of determining the entitlement to the Interim Dividend (subject to the approval by the Shareholders at the EGM), the record date will be fixed at the close of business of Monday, 28 October 2024. In order for Shareholders to qualify for the Interim Dividend, all properly completed share transfer forms 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, for registration no later than 4:30 p.m. on Monday, 28 October 2024.

Pursuant to the Enterprise Income Tax Law of the PRC (《中華人民共和國企業所得稅法》) and its implementing rules which came into effect on 1 January 2008, and amended on 24 February 2017 and 29 December 2018, the Notice on the Issues Concerning Withholding the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprise to H Shareholders which are Overseas Non-resident Enterprises (Guo Shui Han [2008] No. 897)(《關於中國居民企業向境外H股非居民企業股東派發股息 代扣代繳企業所得稅有關問題的通知》（國稅函[2008]897號）), which was promulgated by the State Administration of Taxation and came into effect on 6 November 2008, etc., where a PRC domestic enterprise distributes dividends for 2008 and subsequent years for financial periods beginning from 1 January 2008 to non-resident enterprise shareholders, it is required to withhold 10% enterprise income tax for such non-resident enterprise shareholders. Therefore, as a PRC domestic enterprise, the Company will, after withholding 10% of the Interim Dividend as enterprise income tax, distribute the Interim Dividend to all non-resident enterprise Shareholders whose names appear on the H Share register of members of the Company, i.e. any Shareholders who hold H Shares in the name of non-individual shareholders, including but not limited to HKSCC Nominees Limited, other nominees, trustees, or Shareholders registered in the name of other organisations and groups on Monday, 28 October 2024. After receiving dividends, the non-resident enterprise Shareholders may apply to the relevant tax authorities for enjoying treatment of taxation treaties (arrangement) in person or by proxy or by the Company, and provide information to prove that it is an actual beneficiary under the requirements of such taxation treaties (arrangement). After the tax authorities have verified that there is no error, it shall refund the tax difference between the amount of tax levied and the amount of tax payable calculated at the tax rate under the requirements of the relevant taxation treaties (arrangement).

Pursuant to the Notice on the Issues Regarding Levy of Individual Income Tax after the Abolishment of Guo Shui Fa [1993] No. 045 Document (Guo Shui Han [2011] No. 348)（《關於國稅發 [1993]045號文件廢止後有關個人所得稅徵管問題的通知》（國稅函[2011]348號））, the Company shall withhold and pay individual income tax for individual holders of H Shares. If the individual holders of H Shares are Hong Kong or Macau residents or residents of other countries or regions that have a tax rate of 10% under the tax treaties with the PRC, the Company will withhold and pay individual income tax at the rate of 10% on behalf of such Shareholders

— 3 —

LETTER FROM THE BOARD

If the individual holders of H Shares are residents of countries or regions that have a tax rate lower than 10% under the tax treaties with the PRC, the Company will withhold and pay individual income tax at the rate of 10% on behalf of such Shareholders. If such Shareholders wish to claim refund of the amount in excess of the individual income tax payable under the relevant tax treaties, the Company may apply, on behalf of such Shareholders and according to the relevant tax treaties, for the relevant agreed preferential tax treatment, provided that the relevant Shareholders submit the relevant documents and information in a timely manner required by the Administrative Measures on Enjoying Treatment under Tax Treaties by Non-resident Taxpayers (State Administration of Taxation Announcement 2015, No. 60) （《非居民納稅人享受稅收協議待遇管理辦法》（國家稅務總局公告2015年第60號））and the provisions of the relevant tax treaties. The Company will assist with the tax refund subject to the approval of the competent tax authorities.

If the individual holders of H Shares are residents of countries or regions that have a tax rate higher than 10% but lower than 20% under the tax treaties with the PRC, the Company will withhold and pay individual income tax at the applicable tax rates stated in such tax treaties on behalf of such Shareholders.

If the individual holders of H Shares are residents of countries or regions that have a tax rate of 20% under the tax treaties with the PRC, or that have not entered into any tax treaties with the PRC, or otherwise, the Company will withhold and pay individual income tax at the rate of 20% on behalf of such Shareholders.

Shareholders are recommended to consult their tax advisers regarding the PRC, Hong Kong and other tax implications arising from their holding and disposal of H Shares.

III. EGM

A notice convening the EGM to be held at Floor 5, Building 2, Ping An Wealth Center, Shenchang Road, Minhang District, Shanghai, the PRC on Wednesday, 23 October 2024 at 10:00 a.m. is set out in this circular.

Whether or not you intend to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to Computershare Hong Kong Investor Services Limited, the H Share Registrar of the Company in Hong Kong, 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 before the time appointed for holding the EGM (i.e. no later than 10:00 a.m. on Tuesday, 22 October 2024) or any adjournment thereof. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

— 4 —

LETTER FROM THE BOARD

For the purpose of determining the rights to attend and vote at the EGM, the record date will be fixed at the close of business of Tuesday, 15 October 2024. In order to be eligible to attend and vote at the EGM, all transfer documents of the Company accompanied by the relevant share certificates must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 15 October 2024.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes in respect of the resolution to be proposed at the EGM will be conducted by way of a poll except where the chairperson, in good faith, decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. Therefore, the resolution proposed at the EGM will be voted by way of a poll.

IV. BAD WEATHER ARRANGEMENTS

Where gale warning (orange typhoon warning or above), rainstorm warning (orange rainstorm warning or above), extreme weather conditions or other similar event is or are in force at 8:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on its website (www.dowellservice.com) and on the website of the Stock Exchange (www.hkexnews.hk) to notify the Shareholders of the date, time and place of the rescheduled meeting.

V. RECOMMENDATION

The Directors consider that all matters proposed to be approved at the EGM are in the interests of the Group and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM.

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

Ms. Luo Shaoying

Chairman and non-executive Director

— 5 —

NOTICE OF EGM

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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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ’) 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 in physical form at Floor 5, Building 2, Ping An Wealth Center, Shenchang Road, Minhang District, Shanghai, the People’s Republic of China (the “ PRC ”) on Wednesday, 23 October 2024 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution:

ORDINARY RESOLUTION

1. To consider and approve the profit distribution plan for the six months ended 30 June 2024 (proposed an interim dividend of RMB0.036 per H Share (tax inclusive)).

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

Ms. Luo Shaoying

Chairman and non-executive Director

Shanghai, People’s Republic of China, 26 September 2024

Notes:

1. Unless the context otherwise stated, capitalised terms used in this notice shall have the meaning as those defined in the circular of the Company dated 26 September 2024.

2. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more persons (whether such person is a shareholder or not) as his/her/its proxy or proxies to attend and vote on his/her/its behalf. A proxy need not be a Shareholder. If more than one proxy is appointed, the number of H Shares in respect of which each such proxy so appointed must be specified in the relevant proxy form. Every Shareholder present in person or by proxy shall be entitled to have one vote for each H Share held by him/her/it.

3. In order to be valid, the form of proxy 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 EGM (i.e. no later than 10:00 a.m. on Tuesday, 22 October 2024 (Hong Kong time)) or any adjournment thereof.

— EGM-1 —

NOTICE OF EGM

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 EGM on its behalf. If the Shareholder is a recognised clearing house (or its agent), the Shareholder may authorise one or more suitable persons to act as its representative at the EGM; however, if more than one person are authorised, the form of proxy shall clearly indicate the number and types of 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 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 EGM.

1. The record date for determining the entitlement of members of the H Shares to attend and vote at the EGM will be fixed at the close of business of Tuesday, 15 October 2024. In order to be eligible to attend and vote at the EGM, 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 Tuesday, 15 October 2024.

2. Completion and return of an instrument appointing a proxy will not preclude a Shareholder from attending and voting in person at the EGM 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 chairperson, in good faith, decides to allow a resolution relating to a procedural or administrative matter to be voted on by show of hands.

4. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.

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

6. Shareholders or their proxies shall present their identity documents when attending the EGM. If any attending 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 Shareholder for appointing such person to attend the EGM.

7. Where gale warning (orange typhoon warning or above), rainstorm warning (orange rainstorm warning or above), extreme weather conditions or other similar event is or are in force at 8:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on its website (www.dowellservice.com) and on the website of the Stock Exchange (www.hkexnews.hk) to notify the Shareholders of the date, time and place of the rescheduled meeting.

As of the date of this notice, the Board of the company comprises Mr. Zhang Aiming and Mr. Fan Dong as executive Directors and employee Directors; Ms. Luo Shaoying and Ms. Yi Lin as non-executive Directors; and Ms. Cai Ying, Mr. Wang Susheng and Mr. Song Deliang as independent non-executive Directors.

— EGM-2 —