Huzhou Gas Co., Ltd. — Proxy Solicitation & Information Statement 2023

Dec 27, 2023

==> picture [31 x 37] intentionally omitted <==

==> picture [19 x 25] intentionally omitted <==

Huzhou Gas Co., Ltd. 湖州燃氣股份有限公司*

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 6661)

FORM OF PROXY FOR THE DOMESTIC SHAREHOLDERS’ CLASS MEETING TO BE HELD ON TUESDAY, 16 JANUARY 2024 (OR AT ANY ADJOURNMENT THEREOF) [(Note][1)]

I/We [(Note][2)] of

(address as shown in the register of members) being the registered holder(s) of [(Note][3)]

domestic shares of RMB1.00 each in the share capital of Huzhou Gas Co., Ltd. (the “ Company ”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note][4)] or

of

as my/our proxy(ies) to attend and act for me/us at the class meeting of the domestic shareholders (the “ Domestic Shareholders’ Class Meeting ”) of the Company to be held at the meeting room of the Company, 227 Sizhong Road, Huzhou, Zhejiang Province, the People’s Republic of China on Tuesday, 16 January 2024 immediately after the conclusion of the extraordinary general meeting and the H shareholders’ class meeting of the Company or any adjournment thereof (whichever the later) for the purposes of considering and, if thought fit, passing the resolution as set out in the notice of the Domestic Shareholders’ Class Meeting dated 28 December 2023 (the “ Notice of the Domestic Shareholders’ Class Meeting ”) and at the Domestic Shareholders’ Class Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below and, if no such indication is given, as my/our proxy(ies) thinks fit. Unless otherwise indicated, capitalised items used herein shall have the same meaning as those defined in the Notice of the Domestic Shareholders’ Class Meeting issued by the Company.

	SPECIAL RESOLUTION#FOR (Note 5)AGAINST (Note 5)ABSTAIN (Note 5)1.Special Resolution in Item No. 1 of the Notice ofthe Domestic Shareholders’ Class Meeting (Toconsiderandapprovetheproposedamendments to the Articles of Association andthe proposed adoption of the New Articles ofAssociation).

• # The full text of the resolution is set out in the Notice of the Domestic Shareholders’ Class Meeting.

Date:

• For identification purpose only

Signature(s) [(Note][6)] :

Notes:

1. IMPORTANT: You should first review the Notice of the Domestic Shareholders’ Class Meeting dated 28 December 2023 issued by the Company.

2. Please insert the full name(s) (in Chinese or English) and address(es) (as shown in the register of members) in BLOCK CAPITALS .

3. Please insert the number of Domestic Shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Domestic Shares registered in your name(s).

4. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “ THE CHAIRMAN OF THE MEETING ” and insert the name and address of the proxy desired in the space provided. A Domestic Shareholder entitled to attend and vote at the Domestic Shareholders’ Class Meeting may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a Domestic Shareholder but must attend the Domestic Shareholders’ Class Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “ABSTAIN”. If no direction is given, your proxy may vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Domestic Shareholders’ Class Meeting other than those referred to in the notice convening the Domestic Shareholders’ Class Meeting. Any vote which is not filled or filled wrongly or with unrecognisable writing or not casted will be deemed as having been waived by you and the corresponding vote will be counted as “Abstain”. The Domestic Shares abstained will be counted in the calculation of the required majority.

6. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorised attorney(s). If this form of proxy is signed by an attorney of a Domestic Shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

7. In accordance with the Company’s Articles of Association, where two or more persons are registered as the joint holders of any Domestic Share, only the person whose name appears first in the register of members shall be entitled to receive notice of the Domestic Shareholders’ Class Meeting, to attend and exercise all the voting powers attached to such Domestic Share at the Domestic Shareholders’ Class Meeting.

8. In order to be valid, this form of proxy together with the notarised power of attorney or other authorisation document (if any) must be deposited at the Company’s registered office in the PRC not less than 24 hours before the time fixed for the meeting (i.e. not later than 2:00 p.m. on Monday, 15 January 2024 (Hong Kong time)).

9. The address of the Company’s registered office in the PRC and the contact details of the regular contact person for the Domestic Shareholders’ Class Meeting are as follows:

227 Sizhong Road, Huzhou, Zhejiang Province, the PRC

Telephone No.: (+86) 0572-2716820

Facsimile No.: (+86) 0572-2716815

Name: Tang Chunhui

1. A Domestic Shareholder or his/her/its proxy should produce proof of identity when attending the Domestic Shareholders’ Class Meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”), which include your and your proxy’s names and addresses. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Proxy Form (the “ Purposes ”). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.