Shanghai Dazhong Public Utilities (Group) Co., Ltd. — AGM Information 2021

Apr 27, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

上海大眾公用事業（集團）股份有限公司 Shanghai Dazhong Public Utilities (Group) Co., Ltd.[*]

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

(Stock Code: 1635)

NOTICE OF 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that 2020 annual general meeting (“ AGM ”) of Shanghai Dazhong Public Utilities (Group) Co., Ltd.[*] (the “ Company ”) will be held at 3/F, Dazhong Building, 1515 Zhongshan West Road, Shanghai, the People’s Republic of China on Friday, 18 June 2021 at 2:00 p.m. for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions:

ORDINARY RESOLUTIONS

1. Work report of the board of directors of the Company for the year 2020.

2. Work report of the supervisory committee of the Company for the year 2020.

3. Final financial report for the year 2020 and the financial budget report for the year 2021.

4. Profit distribution proposal for the year 2020.

• For identification purposes only

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1. Resolution on the estimated ongoing ordinary related party transactions of the Company for the year 2021:

   • 5.01 the estimated ongoing ordinary related party transactions that Shanghai Dazhong Gas, Nantong Dazhong Gas and other subsidiaries of the Company purchased natural gas and LNG, and conducted construction work from Shanghai Gas Co., Ltd, which holds more than 10% shares of Dazhong Gas, a subsidiary has significant influence over listed company.

   • 5.02 The estimated ongoing ordinary related party transactions that Shanghai Dazhong Gas, a subsidiary of the Company leased office space from Shanghai Gas Co., Ltd. which holds more than 10% shares of Dazhong Gas, a subsidiary has significant influence over listed company.

   • 5.03 The estimated ongoing ordinary related party transactions that the Company and its subsidiaries leased office space from Dazhong Building.

   • 5.04 The estimated ongoing ordinary related party transactions of the subsidiary, Dazhong Transportation, and its controlling subsidiaries, Dazhong Auction, leased office space and purchased goods and services from the Company.

   • 5.05 The estimated ongoing ordinary related party transactions that the Company commissioned Dazhong Business Management and its controlling subsidiaries, Shanghai Dazhong Hebin to provide operational, management and services to the Company’s properties and their users.

2. Resolution on the application of bank credit facilities of the Company for the year of 2021.

3. Resolution on the proposal for the Company to guarantee for controlled subsidiaries with respect to their external financing for the year of 2021.

4. Resolution on the proposal for the Company to use idle funds for cash management.

5. Resolution on the re-appointment of the domestic audit firm and internal control audit firm for the Company for the year 2021.

6. Resolution on the re-appointment of the overseas audit firm for the Company for the year 2021.

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1. Resolution on the proposed registration and issuance of super-short-term commercial papers and short-term commercial papers.

2. Resolution on the proposed registration and issuance of medium-term notes.

By order of the Board Shanghai Dazhong Public Utilities (Group) Co., Ltd. Yang Guoping* Chairman

Shanghai, the People’s Republic of China

28 April 2021

As at the date of this notice, the executive directors of the Company are Mr. YANG Guoping, Mr. LIANG Jiawei, Mr. WANG Baoping and Mr. YANG Weibiao; the non-executive directors of the Company are Ms. QU Jia and Mr. JIN Yongsheng; and the independent non-executive directors of the Company are Mr. WANG Kaiguo, Mr. CHOW Siu Lui and Mr. LIU Zhengdong.

Notes:

1. In order to determine the shareholders eligible to attend the AGM, the register of members of the Company will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021, both days inclusive, during which no transfer of shares will be registered. Only shareholders of the Company whose names appear on the register of members of the Company on Friday, 11 June 2021 or their proxies or duly authorised corporate representatives are entitled to attend the AGM. In order to qualify for attending and voting at the AGM, all properly completed transfer documents accompanied with 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 Friday, 11 June 2021.

2. All shareholders are entitled to attend the AGM. The shareholders may fill in the form of proxy of the Company to appoint one or more persons as their representatives to attend the AGM and vote at the meeting. Representatives are not required to be shareholders of the Company.

3. The appointment of a proxy must be in writing. The proxy form must be signed under the hand of the appointer or his/her attorney duly authorized in writing (“ Power of Attorney ”). Where the Power of Attorney is signed on behalf of the relevant shareholder by an attorney, such Power of Attorney or other relevant authorization documents (if any) thereof must be notarized. For a corporate shareholder, such Power of Attorney must be affixed with the common seal or signed by its director or attorney duly authorized.

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1. For H shareholder(s), the proxy form shall only be valid if it is returned to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding the AGM (i.e. no later than 2:00 p.m. on Thursday, 17 June 2021) in person or by mail. If no indication is given, the proxy will be entitled to vote or abstain as he thinks fit. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice of AGM. Completion and delivery of the proxy form will not preclude you from attending and voting at the AGM if you so wish.

2. An individual shareholder attending the AGM in person shall present his identification card or other document or certification of identification. A proxy attending the AGM on behalf of a shareholder shall present his identification card and the Power of Attorney signed by the appointer or his representative with the issue date. A corporate shareholder shall attend the AGM by its legal representative or his nominee. A legal representative attending the AGM shall present his identification card and document which can certify his capacity as a legal representative. A nominee attending the AGM shall present his identification card and the letter of attorney signed by the legal representative.

3. The AGM (or any adjournment thereof) is expected to last less than one day. Shareholders or their proxies who attend the AGM (or any adjournment thereof) shall bear their own travelling, meal and accommodation expenses.

4. The date of registration for H shareholder(s) who are entitled to attend the AGM is Friday, 11 June 2021.

5. The book closure period for determining the entitlement to the final dividend will be announced later.

6. The contact person for matters relating to the AGM of the Company:

Cao Jing Tel No.: (86 021) 6428 0679 Fax No.: (86 021) 6428 8727

The address of the Company’s H share registrar, Computershare Hong Kong Investor Services Limited is:

Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong Tel No.: (852) 2862 8555

Fax No.: (852) 2865 0990

1. Pursuant to Rule13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the chairman of the AGM will ask to vote on all resolutions proposed at the AGM by way of registered poll in accordance with the Article 114 of the articles of association of the Company.

2. Resolutions to small and medium investors for separate counting: 4, 5, 6, 7, 8, 9, 10, 11, 12.

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