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

Jan 6, 2025

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)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 22 JANUARY 2025

I/We¹

of

(address as shown in the register of members) being the shareholder(s) of ____ H shares² 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 or³

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, 22 January 2025 at 5th Floor, Building 2, Ping An Wealth Center, Shenchang Road, Minhang District, Shanghai, 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 6 January 2025 in connection with the resolutions below shall have the same meaning when used herein.

ORDINARY RESOLUTION		FOR⁴	AGAINST⁴	ABSTAIN⁴
1.	To consider and approve the following resolution:
“THAT:
(a) the transaction contemplated under the Equity Transfer Agreement, copy of which has been produced to the meeting marked “A”, and signed by the Chairman of the meeting for the purpose of identification, is hereby approved; and
(b) all acts done and things executed and all such documents or deeds entered into in connection with the implementation of the Equity Transfer Agreement and the transaction contemplated thereunder is hereby approved, and any one Director be and is hereby authorised to do all such acts and things and execute all such documents or deeds and to take all steps as the Director may in his/her discretion consider necessary, desirable or expedient in connection with the implementation of the Equity Transfer Agreement or the transaction contemplated thereunder and to make and agree to such variations, amendments or waivers of matters relating thereto, as are, in the opinion of the Director, necessary or desirable.”

Date ___ 2025

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 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 H Shares held by him/her/it shall be counted as "abstain".
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 H Shares, 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 of the appointee) 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 less than 24 hours prior to the time appointed for holding the EGM (i.e. no later than 10:00 a.m. on Tuesday, 21 January 2025 (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

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