DOWELL SERVICE GROUP CO. LIMITED — Proxy Solicitation & Information Statement 2025

May 13, 2025

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in DOWELL SERVICE GROUP CO. LIMITED* (東原仁知城市運營服務集團股份有限公司), you should at once hand this circular together with the form of proxy to the purchaser or to the bank, licensed securities dealer 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 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.

---

东原仁知
DOWELL SERVICE

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)

(1) 2024 REPORT OF THE BOARD;
(2) 2024 REPORT OF THE SUPERVISORY BOARD;
(3) 2024 AUDITED CONSOLIDATED FINANCIAL STATEMENTS;
(4) 2024 ANNUAL REPORT;
(5) 2024 PROFIT DISTRIBUTION PLAN;
(6) PROPOSED RE-APPOINTMENT OF THE AUDITOR;
(7) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR;
(8) PROPOSED REMUNERATION OF DIRECTORS;
(9) PROPOSED REMUNERATION OF SUPERVISORS;
AND
(10) NOTICE OF AGM

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular. A letter from the Board is set out on pages 3 to 10 of this circular.

A notice convening the AGM to be held at 5th Floor, Building 2, Ping An Wealth Center, Shenchang Road, Minhang District, Shanghai, the PRC on Tuesday, 10 June 2025 at 10:00 a.m. is set out in this circular. Whether or not you intend to attend the AGM, 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 AGM (i.e. no later than 10:00 a.m. on Monday, 9 June 2025 (Hong Kong time)) or any adjournment thereof. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the AGM 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.

13 May 2025

---

CONTENTS

Pages

Definitions ... 1
Letter from the Board ... 3
Notice of AGM ... AGM-1

— i —

---

DEFINITIONS

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

“2024 Annual Report” the annual report of the Company for the year ended 31 December 2024, which has been published on the website of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.dowellservice.com)

“2024 Audited Consolidated Financial Statements” the audited consolidated financial statements of the Group for the year ended 31 December 2024, which is set out in the 2024 Annual Report

“2024 Report of the Board” the report of the Board for the year ended 31 December 2024, which is set out in the 2024 Annual Report

“2024 Report of the Supervisory Board” the report of the Supervisory Board for the year ended 31 December 2024, which is set out in the 2024 Annual Report

“Annual General Meeting” or “AGM” the annual general meeting of the Company to be held at 5th Floor, Building 2, Ping An Wealth Center, Shenchang Road, Minhang District, Shanghai, on Tuesday, 10 June 2025 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages AGM-1 to AGM-3 of this circular, or any adjournment thereof

“Articles of Association” the articles of association of the Company currently in force

“Audit Committee” the audit committee of the Company

“Board” the board of Directors

“Company” 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 limited liability company incorporated in the PRC, the H Shares of which are listed on the Main Board of the Stock Exchange

“Company Law” Company Law of the PRC (《中華人民共和國公司法》) as amended and supplemented from time to time

“Director(s)” director(s) of the Company

“Group” collectively, the Company and its subsidiaries from time to time

“H Share(s)” H share(s) of the Company with a nominal value of RMB1.00 each in the share capital of the Company

— 1 —

---

DEFINITIONS

“H Share Registrar”	Computershare Hong Kong Investor Services Limited, the H Share registrar of the Company
“HK$” or “HK dollar”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	9 May 2025, being the latest practicable date prior to the publication of this circular for the purpose of ascertaining certain information contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Nomination Committee”	the nomination committee of the Company
“PRC”	the People’s Republic of China, which for the purposes of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan
“Remuneration Committee”	the remuneration committee of the Company
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholder(s)”	holder(s) of the H Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisor(s)”	member(s) of the Supervisory Board
“Supervisory Board”	the board of supervisors of the Company

• For identification purposes only

— 2 —

---

LETTER FROM THE BOARD

东原仁知

DOWELL SERVICE

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:

Ms. Cai Ying

Mr. Wang Susheng

Mr. Song Deliang

Registered office and headquarters:

Room 206, 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

13 May 2025

To the Shareholders

Dear Sir or Madam,

(1) 2024 REPORT OF THE BOARD;

(2) 2024 REPORT OF THE SUPERVISORY BOARD;

(3) 2024 AUDITED CONSOLIDATED FINANCIAL STATEMENTS;

(4) 2024 ANNUAL REPORT;

(5) 2024 PROFIT DISTRIBUTION PLAN;

(6) PROPOSED RE-APPOINTMENT OF THE AUDITOR;

(7) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR;

(8) PROPOSED REMUNERATION OF DIRECTORS; AND

(9) PROPOSED REMUNERATION OF SUPERVISORS

---

LETTER FROM THE BOARD

I. INTRODUCTION

The purpose of this circular is to provide you with information relating to certain resolutions to be proposed at the AGM to be held on Tuesday, 10 June 2025 to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM. For details of the proposed resolutions at the AGM, please also refer to the notice of AGM enclosed with this circular.

II. 2024 REPORT OF THE BOARD

The full text of the 2024 Report of the Board is set out in the section headed “Directors’ Report” in the 2024 Annual Report.

The 2024 Report of the Board was considered and approved by the Board on 31 March 2025, and will hereby be proposed at the AGM as an ordinary resolution for Shareholders’ consideration and approval.

III. 2024 REPORT OF THE SUPERVISORY BOARD

The full text of the 2024 Report of the Supervisory Board is set out in the section headed “Supervisory Board’s Report” in the 2024 Annual Report.

The 2024 Report of the Supervisory Board was considered and approved by the Supervisory Board on 31 March 2025, and is hereby proposed at the AGM as an ordinary resolution for Shareholders’ consideration and approval.

IV. 2024 AUDITED CONSOLIDATED FINANCIAL STATEMENTS

The independent auditors’ report and the 2024 Audited Consolidated Financial Statements (including the financial report prepared in accordance with the Hong Kong Financial Reporting Standards) are set out in the 2024 Annual Report. The 2024 Audited Consolidated Financial Statements were considered and approved by the Board on 31 March 2025, and will be proposed at the AGM as an ordinary resolution for Shareholders’ consideration and approval.

V. 2024 ANNUAL REPORT

The 2024 Annual Report was considered and approved by the Board on 31 March 2025, and will be proposed at the AGM as an ordinary resolution for Shareholders’ consideration and approval.

---

LETTER FROM THE BOARD

VI. 2024 PROFIT DISTRIBUTION PLAN

On 31 March 2025, the Board considered and approved the profit distribution plan of the Company for the year ended 31 December 2024. After auditing, the Company’s profit available for distribution to the parent company for the year ended 31 December 2024 is approximately RMB122.7 million. The Board proposed for the distribution of a final dividend of RMB0.03 per Share (tax inclusive) for the year ended 31 December 2024 (the “Final Dividend”). The profit distribution plan shall be subject to the consideration and approval of the Shareholders at the AGM. The Final 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 AGM. Upon approval at the AGM, the Final Dividend will be paid by Friday, 8 August 2025.

For the purpose of determining the entitlement to the Final Dividend (subject to the approval by the Shareholders at the AGM), the record date will be fixed at the close of business of Friday, 13 June 2025. In order for Shareholders to qualify for the Final 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 Friday, 13 June 2025.

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 Final Dividend as enterprise income tax, distribute the Final 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 Friday, 13 June 2025. 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).

— 5 —

---

LETTER FROM THE BOARD

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.

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 for Non-resident Taxpayers Claiming Tax Treaty Benefits (State Taxation Administration Announcement 2019, No. 35) (《非居民纳税人享受協定待遇管理辦法》(國家稅務總局公告2019年第35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 ownership and disposal of H Shares in the PRC and in Hong Kong and other tax effects.

VII. PROPOSED RE-APPOINTMENT OF THE AUDITOR

The 2024 Audited Consolidated Financial Statements were audited by BDO Limited. BDO Limited will retire as the auditor of the Company with effect from the conclusion of the AGM and, being eligible, offered themselves for re-appointment.

In order to maintain the continuity of the work, the Board, upon the recommendation of the Audit Committee, recommends the re-appointment of BDO Limited as the auditor of the Company for the year ending 31 December 2025 and to hold office until the conclusion of the next annual general meeting.

Such proposal was considered and approved by the Board on 31 March 2025 and is hereby proposed at the AGM for consideration and approval (including approving the Board to authorise the management to determine their remuneration).

— 6 —

---

LETTER FROM THE BOARD

VIII. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Reference is made to the announcement ("Announcement") of the Company dated 31 March 2025 regarding, among other matters, the resignation of independent non-executive Director and proposed appointment of independent non-executive Director. As disclosed in the Announcement, Ms. Cai Ying has tendered her resignation as an independent non-executive Director, which shall take effect upon (i) the conclusion of the AGM; and (ii) the approval of the appointment of Mr. Lu Youhua (呂有華) ("Mr. Lu") as an independent non-executive Director by the Shareholders.

The Nomination Committee, having reviewed the composition of the Board and assessed the background and experience of Mr. Lu, recommended that Mr. Lu be appointed as an independent non-executive Director at the AGM, in accordance with the Company's nomination policy and the board diversity policy (including without limitation, gender, age, cultural and educational background etc.).

In view of extensive knowledge and invaluable experience of Mr. Lu as well as taking into account his accounting background, Mr. Lu will bring a boarder perspective to the Board and provide new thoughts for the Company's overall strategic planning and business development, and as such, the Board accepted his nomination from the Nomination Committee. The Board also considers Mr. Lu to be independent as he has given the Company confirmation of his independence in accordance with Rule 3.13 of the Listing Rules. Accordingly, the Board is of the view that the appointment of Mr. Lu is in the interests of the Company and the Shareholders as a whole.

An ordinary resolution is being proposed at the AGM to consider and approve the proposed appointment of Mr. Lu as an independent non-executive Director.

Set out below is the biographical details of Mr. Lu:

Mr. Lu Youhua (呂有華), aged 53, obtained a bachelor's degree in accounting from Nanjing Institute of Economics* (南京經濟學院), which is currently known as Nanjing University of Finance and Economics (南京財經大學), in December 1994. He also became a certified public accountant in the PRC in March 1999 and a certified asset valuer in the PRC in August 2004.

Mr. Lu has more than 25 years of experience in the accounting field. Since January 2000, he has been an accountant at Jiangsu Tiancheng Certified Public Accountants Co., Ltd. (江蘇天誠會計師事務所有限公司) ("Jiangsu Tiancheng"). As at the Latest Practicable Date, Mr. Lu is a deputy general manager of Jiangsu Tiancheng. Between October 2022 and October 2024, Mr. Lu was an independent director of Dima Holdings Co., Ltd. (重慶市迪馬實業股份有限公司), a company which was previously listed on The Shanghai Stock Exchange of the PRC.

If Mr. Lu's appointment as an independent non-executive Director is approved by the Shareholders, Mr. Lu will enter into a letter of appointment with the Company for a term of service for the period from the date immediately following the passing of the relevant resolution at the AGM to the expiry of the term of office of the second session of the Board (i.e. 13 December 2026). It is proposed that Mr. Lu will be entitled to a remuneration of HK$250,000 per annum, which has been determined by the Board upon recommendation of the Remuneration Committee with reference to his experience and duties with the Company and prevailing market conditions.

— 7 —

---

LETTER FROM THE BOARD

Save as disclosed herein, as at the Latest Practicable Date, Mr. Lu (i) did not have any relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) did not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance; (iii) did not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) did not hold other positions with the Company or any of its subsidiaries.

Mr. Lu has also confirmed (i) he has satisfied all the criteria for independence as set out in Rules 3.13(1) to (8) of the Listing Rules; (ii) that he has no past or present financial or other interest in the business of the Company or its subsidiaries and has no connection with any core connected person (as defined in the Listing Rules) of the Company; and (iii) he is not aware of any factor that affects or may affect his independence in acting as an independent non-executive Director at the time of his appointment.

Save as disclosed above, there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders relating to the proposed appointment of Mr. Lu.

IX. PROPOSED REMUNERATION OF DIRECTORS

In accordance with the relevant provisions of the Company Law, the Articles of Association and other regulations, based on the remuneration level of the Company's industry in which the Company operates, and the annual operating performance and performance appraisal results of the Company, and combined with the actual situation of the Company, the Directors' proposed remuneration for 2025 are as follows:

Name	Position	Proposed remuneration from the Company for 2025
Ms. Luo Shaoying	Chairman, non-executive Director	HK$250,000
Ms. Yi Lin	Non-executive Director	HK$250,000
Mr. Zhang Aiming	Vice-chairman, executive Director (who also acts as employee Director)	HK$250,000
Mr. Fan Dong	Executive Director (who also acts as employee Director)	HK$250,000
Mr. Lu Youhua	Independent non-executive Director	HK$250,000
Mr. Wang Susheng	Independent non-executive Director	HK$250,000
Mr. Song Deliang	Independent non-executive Director	HK$250,000

The above proposed remuneration was considered and approved by the Board and an ordinary resolution will be proposed at the AGM for consideration and approval by the Shareholders.

---

LETTER FROM THE BOARD

X. PROPOSED REMUNERATION OF SUPERVISORS

In accordance with the relevant provisions of the Company Law, the Articles of Association and other regulations, based on the remuneration level of the Company’s industry which the Company operates, and combined with the actual situation of the Company and the working hours of the Supervisors, the Supervisors’ proposed remunerations for 2025 are as follows:

Name	Position	Proposed remuneration from the Company for 2025
Mr. Mao Dun	Chairman of the Supervisory Board, Supervisor	nil
Mr. Yang Guang	Supervisor	nil
Ms. Tan Liang	Supervisor (who also acts as employee Supervisor)	nil

The Supervisory Board has considered and approved the abovementioned proposed remuneration and the related Supervisors have abstained from voting on the relevant resolution concerning their remuneration.

The above proposed remuneration was considered and approved by the Board and an ordinary resolution will be proposed at the AGM for consideration and approval by the Shareholders.

XI. AGM

A notice convening the AGM to be held at 5th Floor, Building 2, Ping An Wealth Center, Shenchang Road, Minhang District, Shanghai, the PRC on Tuesday, 10 June 2025 at 10:00 a.m. is set out in this circular.

If you intend to appoint a proxy to attend the AGM, 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 AGM (i.e. no later than 10:00 a.m. on Monday, 9 June 2025) or any adjournment thereof. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.

Pursuant to the Articles of Association, for the purpose of holding the AGM, the record date for determining the entitlement of members of the Company to attend and vote at the AGM will be fixed at the close of business of Thursday, 29 May 2025. In order to be eligible to attend and vote at the AGM, all transfer documents of the Company accompanied by the relevant share certificates must be lodged with Computershare Hong Kong Investor Services Limited, the H Share Registrar of the Company in Hong Kong, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 29 May 2025.

— 9 —

---

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the AGM must be taken by 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 resolutions proposed at the AGM will be voted by poll.

XII. BAD WEATHER ARRANGEMENTS

Where gale warning (orange typhoon warning or above), rainstorm warning (orange rainstorm warning or above), extreme weather conditions or other similar events is or are in force at 8:00 a.m. on the date of the AGM, the AGM 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.

XIII. RECOMMENDATION

The Directors consider that all matters proposed to be approved at the AGM 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 AGM.

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

• For identification purposes only

— 10 —

---

NOTICE OF AGM

东原仁知

DOWELL SERVICE

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 ANNUAL GENERAL MEETING OF 2024

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) 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 5th Floor, Building 2, Ping An Wealth Center, Shenchang Road, Minhang District, Shanghai, the People’s Republic of China (the “PRC”) at 10:00 a.m. on Tuesday, 10 June 2025 for the purposes of considering and, if thought fit, passing with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the 2024 Report of the Board.
2. To consider and approve the 2024 Report of the Supervisory Board.
3. To consider and approve the 2024 Audited Consolidated Financial Statements.
4. To consider and approve the 2024 Annual Report.
5. To consider and approve the profit distribution plan for the year ended 31 December 2024 (proposed a final dividend of RMB0.03 per H Share (tax inclusive)).
6. To consider and approve the re-appointment of BDO Limited as the financial report auditor of the Company for 2025, to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the Board to fix the remuneration of the auditors.
7. To consider and approve the appointment of Mr. Lu Youhua as an independent non-executive Director.
8. To authorise the Board to fix the remuneration of each Director.
9. To authorise the Board to fix the remuneration of each Supervisor.

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, 13 May 2025

• For identification purposes only

---

NOTICE OF AGM

Notes:

1. Unless the context otherwise stated, capitalised terms used in this notice shall have the meanings as those defined in the circular of the Company dated 13 May 2025.

2. Any Shareholder entitled to attend and vote at the AGM 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 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 one vote for each H Share held by him/her/it.

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 AGM (i.e. no later than 10:00 a.m. on Monday, 9 June 2025 (Hong Kong time)) 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 AGM 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 AGM; however, if more than one person are authorised, the proxy form 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 AGM.

1. The record date for determining the entitlement of members of the Company to attend and vote at the AGM, the register of members of the Company will be fixed at the close of business of Thursday, 29 May 2025. In order to be eligible to attend and vote at the AGM, holders of H shares shall deposit all transfer documents accompanied by the relevant share certificates at 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 not later than 4:30 p.m. on Thursday, 29 May 2025.

2. For the purpose of determining the entitlement to the Final Dividend (subject to the approval by the Shareholders at the AGM), the record date will be fixed at the close of business of Friday, 13 June 2025. In order for holders of H Shares to qualify for the Final 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 Friday, 13 June 2025.

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

4. 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.

5. Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.

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

— AGM-2 —

---

NOTICE OF AGM

1. Shareholders or their proxies shall present their identity documents when attending the AGM. If an 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 AGM.

2. 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 AGM, the AGM 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 comprises Mr. Zhang Aiming and Mr. Fan Dong as executive Directors, whom also act as 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.

— AGM-3 —