Hollwin Urban Operation Service Group Co., Ltd — Proxy Solicitation & Information Statement 2024

Sep 11, 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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hollwin Urban Operation Service Group Co., Ltd, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker 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.

==> picture [39 x 39] intentionally omitted <==

==> picture [87 x 34] intentionally omitted <==

HOLLWIN URBAN OPERATION SERVICE GROUP CO., LTD 泓盈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: 2529)

(1) PROPOSED DISTRIBUTION OF SPECIAL DIVIDEND (2) PROPOSED AMENDMENTS TO THE DIVIDEND POLICY AND

(3) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notice convening the EGM of the Company to be held at the Conference Room 303, 3/F, Building A1, Xiangjiang Times Square, No. 179, Pilot Road, Yuelu District, Changsha, Hunan Province, the PRC on Friday, September 27, 2024, at 2:30 p.m., is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.hollwingroup.com).

Whether or not you are able to attend the EGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s H share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the EGM (i.e. not later than 2:30 p.m. on Thursday, September 26, 2024) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish.

Non-registered Shareholders whose H Shares are held in the CCASS through banks, brokers, custodians or HKSCC may also be able to vote and attend the meeting. In this regard, they shall consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements.

References to time and dates in this circular are to Hong Kong time and dates.

September 11, 2024

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
APPENDIX I – PROPOSED AMENDMENTS TO THE DIVIDEND POLICY. . . . . . . . . I-1
NOTICE OF THE EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

DEFINITIONS

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

“Articles of Association” the articles of association of the Company, as amended from time to time “Board” or “Board of Directors” the board of directors of the Company

“China” or “PRC” the People’s Republic of China for the purpose of this circular and for geographical reference only, except where the context requires, references in this circular to “China” and the “PRC” do not apply to Hong Kong SAR, Macau Special Administrative Region and Taiwan Region

“Company” Hollwin Urban Operation Service Group Co., Ltd (泓盈城市運營 服務集團股份有限公司), 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 with stock code 2529

• “Director(s)” the director(s) of the Company “Extraordinary General the extraordinary general meeting of the Company to be held at Meeting” or “EGM” the Conference Room 303, 3/F, Building A1, Xiangjiang Times Square, No. 179, Pilot Road, Yuelu District, Changsha, Hunan Province, the PRC on Friday, September 27, 2024, at 2:30 p.m.

• “H Share(s)” ordinary share(s) in the share capital of our Company with a nominal value of RMB1.00 each, which is/are to be subscribed for and traded in HK dollars and listed on the Stock Exchange

• “H Shareholder(s)” holder(s) of H Shares

– 1 –

DEFINITIONS

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Latest Practicable Date” September 6, 2024, being the latest practicable date prior to the date 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, as amended from time to time “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “Share(s)” ordinary shares in the capital of the Company with a nominal value of RMB1.00 each, comprising Unlisted Share(s) and H Share(s) “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Unlisted Share(s)” ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi and are currently not listed or traded on any stock exchange “Unlisted Share Shareholder(s)” holder(s) of Unlisted Share(s) “%” per cent

– 2 –

LETTER FROM THE BOARD

==> picture [39 x 40] intentionally omitted <==

==> picture [87 x 34] intentionally omitted <==

HOLLWIN URBAN OPERATION SERVICE GROUP CO., LTD 泓盈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: 2529)

Executive Directors:

Mr. Xie Yi (Chairman) Mr. Yan Yongxiang Mr. Duan Wenming Mr. Wong Kwok Fu

Registered Office:

9/F, Building A1 Xiangjiang Times Square No. 179, Pilot Road Yuelu District, Changsha Hunan Province, the PRC

Non-executive Director:

Mr. Yu Xiao

Independent Non-executive Directors:

Ms. Chan Ka Lai Vanessa Dr. Dai Xiaofeng Mr. Tse Chi Wai

Head Office and Principal Place of Business in the PRC:

9/F, Building A1 Xiangjiang Times Square No. 179, Pilot Road Yuelu District, Changsha Hunan Province, the PRC

Principal Place of Business in Hong Kong:

40/F, Dah Sing Financial Centre 248 Queen’s Road East Wanchai, Hong Kong

September 11, 2024

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED DISTRIBUTION OF SPECIAL DIVIDEND

(2) PROPOSED AMENDMENTS TO THE DIVIDEND POLICY AND

(3) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

– 3 –

LETTER FROM THE BOARD

I. INTRODUCTION

The EGM will be held as on-site meeting by the Company at 2:30 p.m. on Friday, September 27, 2024, at the Conference Room 303, 3/F, Building A1, Xiangjiang Times Square, No. 179, Pilot Road, Yuelu District, Changsha, Hunan Province, the PRC.

The purpose of this circular is to provide you with details of the resolutions to be proposed at the EGM for consideration, and to provide you with relevant information to enable you to make an informed decision on whether to vote for or against the resolutions or to abstain from voting. These resolutions and relevant details are set out in the Letter from the Board.

II. MATTERS TO BE CONSIDERED AT THE EGM

1. Proposed Distribution of Special Dividend

With reference to the announcement of the Company dated July 19, 2024 and the 2024 interim results announcement of the Company dated August 26, 2024, the Board recommended the payment of a special dividend of RMB0.22 (tax inclusive) per share out of the retained profits of the Company as at June 30, 2024 (the “ Special Dividend ”). Based on the total number of the Shares in issue as at the Latest Practicable Date, if the Special Dividend is approved at the EGM, the aggregate amount of the Special Dividend to be distributed by the Company in cash will amount to approximately RMB35,200,000 (tax inclusive). The Special Dividend is subject to the consideration and approval of the Shareholders at the EGM.

The Special Dividend payable to Unlisted Share Shareholders will be paid in RMB, while the Special Dividend payable to H Shareholders will be declared in RMB and paid in Hong Kong Dollars at an exchange rate based on the average central parity rate of RMB against Hong Kong Dollars as announced by the People’s Bank of China for five business days prior to the date of the EGM. Subject to the approval of the Shareholders at the EGM, the Special Dividend is expected to be paid to the eligible shareholders on or before Wednesday, November 27, 2024 to Shareholders whose names appear on the Company’s register of members as of the close of business on Wednesday, October 9, 2024 following the approval by the Shareholders at the EGM.

– 4 –

LETTER FROM THE BOARD

In accordance with the relevant regulations such as the Enterprise Income Tax Law of the PRC (《中華人民共和國企業所得稅法》), Implementation Rules of Enterprise Income Tax Law of the PRC (《中華人民共和國企業所得稅法實施條例》) as well as the Notice of the State Administration of Taxation on the Issues Concerning Withholding and Payment of the Enterprises Income Tax on the Dividends Paid by Chinese Resident Enterprises to H Share Holders who are Overseas Non-resident Enterprises (Guo Shui Han [2008] No. 897) (國家稅務總局《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)) issued by the State Administration of Taxation of the PRC, the Company is obliged to withhold and pay enterprise income tax at a rate of 10% when distributing the Special Dividend to non-resident enterprise shareholders (i.e. any shareholders who hold the Company’s H Shares in the name of non-individual shareholders, including but not limited to HKSCC Nominees Limited, other nominees, trustees, or holders of H Shares registered in the name of other organizations and groups) whose names appear on the register of members of H Shares of the Company.

In accordance with the relevant regulations such as the Individual Income Tax Law of the PRC (《中華人民共和國個人所得稅法》) and Notice of the State Administration of Taxation on the Matters Concerning the Levy and Administration of Individual Income Tax After the Repeal of Guo Shui Fa [1993] No. 45 (Guo Shui Han [2011] No. 348) (《國家稅務總局關於國稅發[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 “ No. 348 Circular ”) issued by the State Administration of Taxation of the PRC, the Company is obliged to withhold and pay individual income tax when distributing the Special Dividend to non-resident individuals whose names appear on the register of members of H Shares. Non-resident individual holders of H Shares of the Company are entitled to relevant tax preference in accordance with the tax treaties signed between the countries in which they are residents and the PRC as well as the requirements of the taxation arrangements between mainland China and Hong Kong (or Macau). Pursuant to the No. 348 Circular, individual income tax at a tax rate of 10% may in general be withheld in respect of the dividend or bonus income to be distributed by the PRC non-foreign-invested enterprises whose shares have been issued in Hong Kong to the overseas resident individual shareholders, without any application for preferential tax treatments. However, the tax rate for each overseas resident individual shareholder may vary depending on the relevant tax agreements between the countries of its domicile and the PRC.

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 required by the Administrative Measures on Enjoying

– 5 –

LETTER FROM THE BOARD

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 in a timely manner. The Company will assist with the tax refund of additional amount of tax withheld and paid 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 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.

The Company assumes no responsibility and disclaims all liabilities whatsoever in relation to the tax status or tax treatment of the Shareholders and for any claims arising from any delay in or inaccurate determination of the tax status or tax treatment of the Shareholders or any disputes over the withholding mechanism or arrangements.

2. Proposed Amendments to the Dividend Policy

To clarify the Company’s dividend policy and comply with the relevant requirements of regulatory authorities, the Board proposes to adjust and amend the existing dividend policy, full text of which is set out in Appendix I to this circular.

The proposed amendments to the dividend policy is subject to the approval of the Shareholders at the EGM before it becomes effective. In the event of any discrepancy between the English translation and the Chinese version of the proposed amendments to the dividend policy, the Chinese version shall prevail.

– 6 –

LETTER FROM THE BOARD

III. EGM AND PROXY ARRANGEMENTS

The EGM Notice is set out on pages EGM-1 to EGM-2 in this circular and published and available for downloading on the websites of Stock Exchange (www.hkexnews.hk) and of the Company (www. hollwingroup.com). A proxy form for use at the EGM is enclosed with this circular.

Whether or not you intend to attend the EGM, you are requested to complete the enclosed proxy form of the Company in accordance with the instructions printed thereon and return it to the Company’s H Share Registrar, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong (for H Shareholders), or the Company’s head office and principal place of business at 9/F, Building A1, Xiangjiang Times Square, No. 179, Pilot Road, Yuelu District, Changsha, Hunan Province, the PRC (for Unlisted Share Shareholders), as soon as possible but in any event, not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (i.e. not later than 2:30 p.m. on Thursday, September 26, 2024). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish. If you attend and vote at the EGM, the authority of your proxy will be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules and Article 87 of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, all resolutions set out in the EGM Notice will be taken by way of poll. Vote can be cast in person or by proxy.

To the best of the knowledge, information and belief of the Directors after having made all reasonable inquiries, no Shareholder will be required to abstain from voting at the EGM regarding the relevant resolutions as at the Latest Practicable Date.

IV. CLOSURE OF REGISTER OF MEMBERS

For determining eligibility to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, September 26, 2024, to September 27, 2024, both days inclusive, during which period no transfer of Shares will be registered. To be eligible for attending and voting at the EGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong (for H Shareholders), or the Company’s head office and principal place of business at 9/F, Building A1, Xiangjiang Times Square, No. 179, Pilot Road, Yuelu District, Changsha, Hunan Province, the PRC (for Unlisted Share Shareholders) not later than 4:30 p.m. on Wednesday, September 25, 2024 for registration. Shareholders whose names appear on the register of members of the Company on Friday, September 27, 2024, shall be entitled to attend and vote at the EGM.

– 7 –

LETTER FROM THE BOARD

For the purpose of determining the entitlement of Shareholders to the Special Dividend, subject to the approval of the Shareholders at the EGM, the register of members of the Company will be closed from Tuesday, October 8, 2024 to Wednesday, October 9, 2024, both days inclusive, during which period no transfer of Shares of the Company will be registered. In order to be qualified to receive the Special Dividend, all duly completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Boardroom Share Registrars (HK) Limited, at 2103B, 21/ F, 148 Electric Road, North Point, Hong Kong (for H Shareholders), or the Company’s head office and principal place of business at 9/F, Building A1, Xiangjiang Times Square, No. 179, Pilot Road, Yuelu District, Changsha, Hunan Province, the PRC (for Unlisted Share Shareholders) not later than 4:30 p.m. on Monday, October 7, 2024 for registration. Shareholders whose names appear on the Company’s registers of members on Wednesday, October 9, 2024 will be entitled to receive the Special Dividend.

V. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

VI. RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that all resolutions for the Shareholders to consider and approve included in the EGM Notice are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions in relation to the above matters to be proposed at the EGM.

Yours faithfully,

By order of the Board

Hollwin Urban Operation Service Group Co., Ltd Mr. Xie Yi

Chairman and Executive Director

– 8 –

APPENDIX I PROPOSED AMENDMENTS TO THE DIVIDEND POLICY

Set out below is the full text of the updated dividend policy that will be adopted by the Company.

Hollwin Urban Operation Service Group Co., Ltd

(the “Company”)

DIVIDEND POLICY (the “Policy”)

1. The Company adopts a general dividend policy that aims to ~~payd~~ eclare and distribute dividends out of the Group’s profit attributable to the shareholders of the Company in any financial year, subject to the criteria set out below.

2. Such dividend declaration and ~~payment~~ distribution plan shall be ~~determined~~ established at the discretion of the board of directors of the Company (the “ Board ”), approved by the shareholders of the Company in general meeting and subject to all applicable requirements (including without limitation and restrictions on the ~~declaration and~~ payment of dividends) under the Companies Ordinance (Cap. 622 of the Laws of Hong Kong), the Company Law of the People’s Republic of China (the “ Company Law ”) and the ~~Memorandum and~~ Articles of Association of the Company (the “ Articles of Association ”).

3. In proposing any dividend payout, the Board shall take into account, inter alia:

4. actual and expected financial performance of the Company and its subsidiaries’ (collectively, the “ Group ”);

5. shareholders’ interests;

6. retained earnings and distributable reserves of the Company and each of the other members of the Group;

7. the level of the Group’s debts to equity ratio, return on equity and financial covenants to which the Group is subject;

8. possible effects on the Group’s creditworthiness;

9. any restrictions on payment of dividends that may be imposed by the Group’s lenders;

10. the Group’s expected working capital requirements and future expansion plans;

11. liquidity position and future commitments at the time of declaration of dividend;

12. taxation considerations;

13. statutory and regulatory restrictions;

– I-1 –

PROPOSED AMENDMENTS TO THE DIVIDEND POLICY

APPENDIX I

• general business conditions and strategies;

• general economic conditions, business cycle of the Group’s business and other internal or external factors that may have an impact on the business or financial performance and position of the Company; and

• other factors that the Board deems appropriate.

• Subject to the Companies Law and the Articles of Association, the ~~Company~~ Board may ~~declare~~ propose distribution of dividends in any currency in general meeting, ~~buta~~ nd no dividend to be declared or distributed by the Company shall exceed the amount recommended by the Board.

• Dividends, interest and bonuses and any other benefits and advantages in the nature of income receivable in respect of the Company’s investments, and any commissions, trusteeship, agency, transfer and other fees and current receipts of the Company which in the opinion of the Board are in the nature of income shall, subject to the payment thereout of the expenses of management, interest upon borrowed money, ~~and~~ other expenses and statutory surplus reserve, constitute the profits of the Company available for distribution.

• If the Company’s financial position permits, the Company intends to declare an annual cash dividend of not less than 50% of the profit available for distribution for the corresponding year to the shareholders of the Company, and the Board has the right to make timely adjustments to the specific plan, amount and percentage of the dividend payout for the corresponding year based on results of operations, capital requirements and surplus, general business and financial conditions and other factors of the Company that the Board considers relevant. ~~The Company intends to distribute dividends to shareholders at 50% of the net profit for the year when issuing the annual report in each year, and the Board shall also make appropriate adjustments in accordance with the operating conditions of the year.~~

• ~~6.7~~ . The ~~BoardC~~ ompany may from time to time ~~payp~~ ropose to declare to the ~~members suchs~~ hareholders of the Company interim dividends as appear to the Board to be justified by the profits of the Company and, in particular (but without prejudice to the generality of the foregoing), if at any time the share capital of the Company is divided into different classes, the ~~Board~~ Company may ~~pay~~ propose to declare such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the ~~BoardC~~ ompany acts bona fide, the ~~BoardC~~ ompany shall not incur any responsibility to the holders of shares conferring any preferential rights.

• ~~7.8~~ . The ~~BoardC~~ ompany may also ~~payp~~ ropose to declare half-yearly or at other intervals to be selected by it any dividend which may be payable at a fixed rate if the Board is of the opinion that the profits available for distribution justify the ~~paymentd~~ eclaration.

– I-2 –

APPENDIX I PROPOSED AMENDMENTS TO THE DIVIDEND POLICY

• ~~8.9~~ . The ~~BoardC~~ ompany may in addition from time to time propose to declare and ~~pay~~ distribute special dividends on shares of any class ~~ofi~~ n such amounts and on such dates as they ~~thinkb~~ elieve fit, and the provisions of clause 7 as regards the powers and the exemption from liability of the ~~BoardC~~ ompany as relate to declaration and ~~payment~~ distribution of interim dividends shall apply, mutatis mutandis, to the declaration and ~~paymentd~~ istribution of any such special dividends.

• ~~9.1~~ 0. The ~~Company~~ Board will continually review the Policy and reserves the right in its sole and absolute discretion to update, amend and/or modify the Policy at any time, and the Policy shall in no way constitute a legally binding commitment by the Company that dividends will be ~~paidd~~ eclared or distributed in any particular amount and/or in no way obligate the Company to declare or distribute a dividend at any time or from time to time.

• ~~10.1~~ 1. Pursuant to the Corporate Governance Code in Appendix ~~14C~~ 1 to the Rules Governing the Listing of Securities on the Stock Exchange, the Company shall disclose the policy on ~~paymentd~~ eclaration and distribution of dividend in the annual report.

– I-3 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

==> picture [39 x 40] intentionally omitted <==

==> picture [87 x 34] intentionally omitted <==

HOLLWIN URBAN OPERATION SERVICE GROUP CO., LTD 泓盈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: 2529)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Hollwin Urban Operation Service Group Co., Ltd (the “ Company ”) will be held at Conference Room, 303, 3/F, Building A1, Xiangjiang Times Square, No. 179, Pilot Road, Yuelu District, Changsha, Hunan Province, the PRC on Friday, September 27, 2024 at 2:30 p.m. for the purposes of considering and, if thought fit, passing the following resolutions. Unless otherwise defined, capitalized terms herein shall have the same meaning as defined in the circular (the “ Circular ”) of the Company dated September 11, 2024.

ORDINARY RESOLUTIONS

1. To consider and approve proposed distribution of special dividend.

2. To consider and approve proposed amendments to the dividend policy.

By order of the Board Hollwin Urban Operation Service Group Co., Ltd Mr. Xie Yi Chairman and Executive Director

Changsha, Hunan Province, the PRC September 11, 2024

As at the date of this notice, the Board comprises Mr. Xie Yi, Mr. Yan Yongxiang, Mr. Duan Wenming and Mr. Wong Kwok Fu as executive Directors; Mr. Yu Xiao as non-executive Director; and Ms. Chan Ka Lai Vanessa, Dr. Dai Xiaofeng and Mr. Tse Chi Wai as independent non-executive Directors.

– EGM-1 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.

3. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the Company’s H share registrar of the Company in Hong Kong, Boardroom Share Registrars (HK) Limited, at 2103B, 21/ F, 148 Electric Road, North Point, Hong Kong (for H Shareholders), or the Company’s head office and principal place of business at 9/F, Building A1, Xiangjiang Times Square, No. 179, Pilot Road, Yuelu District, Changsha, Hunan Province, the PRC (for Unlisted Share Shareholders), at least 24 hours before the EGM (i.e. before 2:30 p.m. on Thursday, September 26, 2024) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.

4. For the purpose of determining the list of shareholders who are entitled to attend the EGM, the register of members of the Company will be closed from Thursday, September 26, 2024, to Friday, September 27, 2024, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of the shares shall ensure all properly completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not later than 4:30 p.m. on Wednesday, September 25, 2024 for registration.

5. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.

6. Shareholders are required to produce proof of identity when attending the EGM.

7. The contact details of the Company are as follows:

Address: 9/F, Building A1, Xiangjiang Times Square, No. 179, Pilot Road, Yuelu District, Changsha, Hunan Province, the PRC

Liaison: Mr. Wong Kwok Fu Email: ir@hollwingroup.com

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

– EGM-2 –