Hevol Services : PROPOSALS FOR GENERAL MANDATES AND REPURCHASE, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS DOCUMENT 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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hevol Services Group Co. Limited (the "Company"), you should at once hand this circular and the accompanying 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 the 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6093)

PROPOSALS FOR GENERAL MANDATES AND REPURCHASE,

RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 16th Floor, Block D, Newlogo International Building, No. 18A Zhongguancun South Street, Haidian District, Beijing, People's Republic of China. on Monday, 28 June 2021 at 4:00 p.m. is set out on pages 15 to 19 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www. hkexnews.hk) and the Company (http://www.hevolwy.com.cn/). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy accompanied with this circular in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting or any adjournment thereof if they so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING ("AGM")

Please see page 1 of this circular for measures being taken to try to prevent and control the spread of the novel coronavirus at the AGM, including:

• compulsory temperature checks
• compulsory health declarations
• compulsory wearing of surgical face masks

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company reminds Shareholders that they may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

23 April 2021

CONTENTS
	Page
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandates and Repurchase Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Closure of Register of Members for Annual General Meeting . . . . . . . . . . . . . . . . . . . . .	7
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Form of Proxy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I - DETAILS OF RETIRING DIRECTORS PROPOSED FOR
RE-ELECTION AT THE ANNUAL GENERAL MEETING . . . . . . . .	9
APPENDIX II - EXPLANATORY STATEMENT ON THE
REPURCHASE MANDATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing novel coronavirus (COVID-19) epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees celsius may be denied entry into the AGM venue or be required to leave the AGM venue;
2. All Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration from confirming their names and contact details, and confirming that they have not travelled to, or to their best of knowledge had physical contact with any person who has recently travelled to any countries or areas outside of China at any time in the preceding 14 days. Any person who does not comply with this requirement may be denied entry into the AGM venue or be required to leave the AGM venue; and
3. Attendees must wear surgical face masks inside the AGM venue at all times, and maintain a safe distance between seats. Any person who does not comply with this requirement may be denied entry into the AGM venue or be required to leave the AGM venue.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instruction inserted, Shareholders may appoint the Chairman of the AGM as they proxy to vote on the relevant resolution at the AGM instead of attending the AGM in person.

The proxy form is attached to the circular. Alternatively, the proxy form can be downloaded from websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) or the Company (http:// www.hevolwy.com.cn/). If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

If Shareholders have any questions relating to the AGM, please contact Computershare Hong Kong Investor Services Limited, the Company's share registrar in Hong Kong as follows:

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre

183 Queen's Road East

Wan Chai, Hong Kong

Website: https://www.computershare.com/hk/en/online_feedback

Tel: [phone] Fax: [phone]

- 1 -

DEFINITIONS

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

"Annual General Meeting" or	the annual general meeting of the Company to be held at 16th Floor,
"AGM"	Block D, Newlogo International Building, No. 18A Zhongguancun South
	Street, Haidian District, Beijing, People's Republic of China on Monday,
	28 June 2021 at 4:00 p.m. or any adjournment thereof (as the case may
	be), the notice of which is set out on pages 15 to 19 of this circular
"Articles of Association"	the articles of association of the Company as amended from time to time
"Board"	the board of directors of the Company
"Cayman Companies Law"	the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised)
	of the Cayman Islands
"Company"	Hevol Services Group Co. Limited, a company incorporated in the
	Cayman Islands with limited liability on 28 May 2018, whose Shares are
	listed on the Main Board of the Stock Exchange
"Director(s)"	the director(s) of the Company
"General Mandates"	general mandates proposed to be granted to the Directors to allot and
	issue new Shares in the share capital of the Company of up to 20% of the
	total number of Shares of the Company in issue and to repurchase Shares
	not exceeding 10% of the total number of Shares of the Company in issue
	as at the date of passing of the relevant resolution at the Annual General
	Meeting
"Group"	the Company and its subsidiaries
"Hevol Investment"	Hevol Holding Group Limited ( 和泓控股集團有限公司), a company
	established as a limited liability company under the laws of the PRC on
	14 March 2001, which is owned by Mr. Liu Jiang as to 80% and Ms. Hu
	Hongfang as to 20% and a connected person of the Group
"Hevol Real Estate"	Hevol Real Estate Group Limited ( 和 泓 置 地 集 團 有 限 公 司), a
	company established as a limited liability company under the laws of the
	PRC on 28 March 2001, which is owned by Hevol Investment as to 80%
	and Shanghai Hengjiu as to 20%, a company ultimately controlled by Mr.
	Liu Jiang and a connected person of the Group
"Hevol Real Estate Group"	Hevol Investment, Hevol Real Estate and the subsidiaries of Hevol Real
	Estate, companies ultimately controlled by Mr. Liu Jiang and a connected
	person of the Group

- 2 -

	DEFINITIONS
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic
	of China
"Latest Practicable Date"	Wednesday, 14 April 2021, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining certain
	information contained in this circular
"Listing Date"	the date on which dealings in the Shares on the Stock Exchange first
	commenced, being 12 July 2019
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange as
	amended, supplemented or otherwise modified from time to time
"PRC"	the People's Republic of China excluding, for the purpose of this
	circular, Hong Kong, the Macau Special Administrative Region of the
	PRC and Taiwan
"Securities and Futures	the Securities and Futures Ordinance, (Chapter 571 of the Laws of Hong
Ordinance"	Kong) as amended, supplemented or otherwise modified from time to
	time
"Shanghai Hengjiu"	Shanghai Hengjiu Investment Limited ( 上 海 恒 久 投 資 有 限 公 司), a
	company established as a limited liability company under the laws of the
	PRC on 14 June 2005, which is owned by Ms. Hu Hongfang as to 60%
	and Ms. Liu Yu as to 40%
"Share(s)"	ordinary share(s) of par value of US$0.00001 each in the share capital of
	the Company
"Shareholder(s)" or	the holder(s) of the Share(s)
"Member(s)"
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers as amended time to time
"%"	per cent

- 3 -

LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)
	(Stock Code: 6093)
Executive Directors:	Registered office:
Mr. Wang Wenhao	Ugland, House
Ms. Hu Hongfang	P.O. Box 309
	Grand Cayman, KY1-1104 Cayman Islands
Non-executive Directors:
Mr. Liu Jiang	Principal place of business in Hong Kong:
Mr. Zhou Wei	Suite 3101, Everbright Centre
	108 Gloucester Road
Independent non-executive Directors:	Wanchai, Hong Kong
Dr. Chen Lei
Mr. Fan Chi Chiu
Dr. Li Yongrui
Mr. Qian Hongji

23 April 2021

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR GENERAL MANDATES AND REPURCHASE,

RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with the notice of Annual General Meeting and to provide you with information regarding the following proposed resolutions to be put forward at the Annual General Meeting: (i) the grant to the Directors of General Mandates to issue and repurchase Shares; and (ii) the re-election of the retiring Directors.

- 4 -

LETTER FROM THE BOARD

GENERAL MANDATES AND REPURCHASE MANDATES

In order to ensure greater flexibility for the Company to issue new Shares, an ordinary resolution no. 5 will be proposed at the Annual General Meeting to grant to the Directors a general mandate to exercise the powers of the Company to allot and issue new Shares in the share capital of the Company of up to 20% of the total number of Shares in issue as at the date of the passing of the resolution in relation to such general mandate. As at the Latest Practicable Date, the Company had 560,000,000 Shares in issue. Subject to the passing of the ordinary resolution no. 5 and on the assumption that there is no change to the number of issued shares before the Annual General Meeting, the Company will be allowed to issue a maximum of 112,000,000 Shares in accordance with such general mandate.

In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the general mandate to the Directors to exercise the powers of the Company to repurchase Shares, representing up to 10% of the total number of Shares in issue as at the date of the passing of the resolution in relation to such general mandate. In addition, subject to a separate approval of the ordinary resolution no. 7, the number of Shares repurchased by the Company under ordinary resolution no. 6 will also be added to the general mandate as mentioned in the ordinary resolution no. 5.

An explanatory statement required by the Listing Rules in connection with the Repurchase Mandates is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 16(19) of the Articles of Association, Ms. Hu Hongfang and Mr. Wang Wenhao, the executive Directors and Mr. Zhou Wei, the non-executive Directors will retire and, being eligible, offer themselves for re-election at the Annual General Meeting.

Dr. Chen Lei, Mr. Fan Chi Chiu, Dr. Li Yongrui and Mr. Qian Hongji, who have served the Board as independent non-executive Directors since the Listing Date, have each made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board is satisfied that, taking into account, inter alia, the valuable independent judgement, advice and objective views contributed by Dr. Chen Lei, Mr. Fan Chi Chiu, Dr. Li Yongrui and Mr. Qian Hongji, all of them are of such character, integrity and experience commensurate with office of independent non-executive Directors. The Board is not aware of any circumstance that might influence the independence of Dr. Chen Lei, Mr. Fan Chi Chiu, Dr. Li Yongrui and Mr. Qian Hongji.

- 5 -

LETTER FROM THE BOARD

Nomination Procedure

When identifying suitable candidates for directorship, the nomination committee will carry out the selection process by making reference to the skills, experience, education background, professional knowledge, personal integrity and time commitments of the proposed candidates, and also the Company's needs and other relevant statutory requirements and regulations required for the positions. All candidates must be able to meet the standards as set forth in Rules 3.08 and 3.09 of the Listing Rules. A candidate who is to be appointed as an independent non-executive Director should also meet the independence criteria set out in Rule 3.13 of the Listing Rules. Qualified candidates will then be recommended to the Board for approval.

To enhance the quality of the performance of the Board and to achieve diversity on the Board, the Board adopted its board diversity policy, pursuant to which (i) all Board appointments will be based on meritocracy, and candidates will be considered against appropriate criteria, having due regard for the benefits of diversity on the Board; and (ii) selection of candidates will be based on a range of diversity perspectives, including but not limited to gender, age, cultural background and ethnicity, in addition to educational background, professional experience, skills, knowledge and length of service. If it involves the appointment of an independent non-executive Director of the Board, the nomination committee shall also consider the perspectives, skills and experience that the person can bring to the Board, and how the person would contribute to the diversity of the Board. The Company shall take into account its own business model and specific needs, and disclose the rationale for the factors it uses for this purpose. The ultimate decision be based on merit and contribution that the selected candidates will bring to the Board.

Recommendation of the Nomination Committee

The nomination committee considered Ms. Hu Hongfang and Mr. Wang Wenhao, the executive Directors, Mr. Zhou Wei, the non-executive Directors, by virtue of their extensive experience in the property management industry, familiarity with the operation of the Group, connection with the PRC, working profile and other experience and factors as set out in Appendix I to this circular; and was satisfied that they had the required character, integrity and experience to continuously fulfil their role as executive Directors and non-executive Directors effectively. The nomination committee believed that their re-election as executive Directors and non-executive Directors would be in the best interests of the Company and its Shareholders as a whole.

Accordingly, with the recommendation of the nomination committee, the Board has proposed that all the above retiring Directors, namely Ms. Hu Hongfang, Mr. Wang Wenhao, and Mr. Zhou Wei stand for re-election as Directors at the AGM. Further information about the Board's composition and diversity as well as the attendance record at the meetings of the Board and/or its committees and the general meetings of the Directors (including the retiring Directors) is disclosed in the corporate governance report of the annual report. The particulars of the Directors proposed to be re-elected are set out in Appendix I to this circular.

- 6 -

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS FOR ANNUAL GENERAL MEETING

The register of members of the Company will be closed from Wednesday, 23 June 2021 to Monday, 28 June 2021, both days inclusive, during which period no share transfers can be registered.

In order to ensure the eligibility for attending and voting at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Tuesday, 22 June 2021.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 15 to 19 of this circular is the Notice of the Annual General Meeting at which ordinary resolutions will be proposed to the Shareholders to consider and approve, inter alia, (i) the grant to the Directors of General Mandates to issue Shares and repurchase Shares; and (ii) the re-election of the retiring Directors.

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company's Share Registrar in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the holding of the Annual General Meeting. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting if they so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, voting on all resolutions set out in the Notice of Annual General Meeting shall be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each share registered in his/her name in the register. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same way. As at the Latest Practicable Date, to the extent the Company is aware, having made all reasonable enquires, no Shareholder has to abstain from voting on any of the proposed resolutions. The results of the poll will be published on the websites of the Company and the Stock Exchange on the date of the Annual General Meeting.

- 7 -

LETTER FROM THE BOARD

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 Group. 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.

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting to the Directors of the General Mandates and the re-election of the retiring Directors are in the best interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully

By order of the Board

Hevol Services Group Co. Limited

Wang Wenhao

Executive Director

- 8 -

APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE‑ELECTION AT THE ANNUAL GENERAL MEETING

The following are the details of the Directors proposed to be retired (as required by the Articles of Association of the Company), and being eligible, offer themselves for re-election at the Annual General Meeting.

Save as disclosed herein, none of these Directors (i) holds any directorships in other listed public companies in Hong Kong or overseas in the last three years; (ii) holds any other positions with the Company and its subsidiaries; and (iii) has any relationship with any Directors, senior management, substantial or controlling Shareholders (as defined under the Listing Rules).

DIRECTOR CANDIDATES

Mr. Wang Wenhao ( 王文浩), aged 42, was appointed as our executive Director, general manager and Chief Executive Officer on 13 February 2019. Mr. Wang is responsible for overseeing the daily operations of the Group.

Mr. Wang has over 17 years' of experience in property management. Prior to joining our Group, from May 2002 to May 2005, Mr. Wang served as assistant to the director of management department and customer service manager of Shenzhen Jindi Property Management Co., Ltd. ( 深圳市金地物業管 理有限公司). From June 2005 to May 2007, Mr. Wang worked as a project manager of Beijing Angang Property Services Limited Company ( 北京安港物業服務有限公司) and was mainly responsible for providing pre-project property services as well as formulating project management plans and operation manuals. Mr. Wang was appointed as general manager of Beijing Hevol Property Services Company Limited ( 北 京 和 泓 物 業 服 務 有 限 公 司) ("Beijing Hevol") from May 2007 to April 2018. From September 2015 to April 2018, Mr. Wang also served as a director and the director of the strategic development department of Beijing Hongsheng Investment Limited ( 北 京 泓 升 投 資 有 限 責 任 公 司) ("Beijing Hongsheng"). Since November 2012, Mr. Wang has been serving as a director of Hunan Hehua Property Services Company Limited ( 湖 南 和 華 物 業 服 務 有 限 公 司). Since April 2018, Mr. Wang has been serving as the general manager of Beijing Hongsheng and as an executive director of Beijing Hongsheng since February 2019.

Mr. Wang completed college-level studies in administrative management at The Open University of China ( 中 央 廣 播 電 視 大 學) in China in July 2013. Mr. Wang was accredited by China State Construction Engineering Corporation ( 中國建築工程總公司) as an electrical engineer in June 2011.

A service contract has been entered into between Mr. Wang Wenhao and the Company for a term of three years commencing from the Listing Date and continue thereafter, subject to rotation and re-election in accordance with the Articles of Association. The remuneration of Mr. Wang Wenhao is determined by the Board with reference to the Company's performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions. Mr. Wang Wenhao did not receive any Director's fee for acting as executive Director of the Company for the year ended 31 December 2020. However, he received a sum of approximately RMB625,000 being salaries, allowances, benefit in kind and performance related discretionary bonuses in respect of his position as executive Director of the Company for the year ended 31 December 2020.

As at the Latest Practicable Date, Mr. Wang Wenhao did not have any interests in Shares or underlying shares of the Company within the meaning of Part XV of the Securities and Future Ordinance.

- 9 -

APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE‑ELECTION AT THE ANNUAL GENERAL MEETING

In relation to the proposed re-election of Mr. Wang Wenhao as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

Ms. Hu Hongfang ( 胡洪芳), aged 53, was appointed as our Director on 9 August 2018 and was redesignated as our executive Director and was appointed as our Chief Financial Officer on 13 February 2019. Ms. Hu is responsible for the overall strategic planning, business development and financial management of our Group.

Prior to joining our Group, Ms. Hu served as assistant accountant of the Xuzhou West Station of the Jinan Bureau of the Ministry of Railways ( 鐵 道 部 濟 南 局 徐 州 鐵 路 西 站) from August 1992 to March 2003. She was the manager of the finance department and accountant of the Xuzhou Railway Advertisement and Decoration Information Networks Co. Ltd. ( 徐州鐵路廣告裝飾信息網絡有限公

司) from April 2003 to November 2005. From December 2005 to May 2007, Ms. Hu served as the deputy general manager and chief financial officer of Chongqing Qishan Shiye Co., Ltd. ( 重 慶 祺 山 實 業 有 限公司). Ms. Hu has been serving as the executive director and general manager of Chongqing Hevol Property Services Company Limited ( 重慶和泓物業服務有限公司) since June 2007. Ms. Hu has also served as the chairman of Guizhou Furuiying Information Consultancy Limited ( 貴州福瑞盈信息諮詢 有限公司) ("Guizhou WFOE") since September 2018, as a director of Hevol Group Limited and as a director and chairman of the board of Guizhou Hevol Abundance Property Management Limited ( 貴州和 泓豐盈物業管理有限公司) ("Hevol Abundance") since August 2018.

Ms. Hu obtained a bachelor's degree in accounting from East China Jiaotong University ( 華東交 通大學) in China in July 1991. Ms. Hu was accredited as an accountant by Ministry of Finance of the PRC in May 1996.

A service contract has been entered into between Ms. Hu Hongfang and the Company for a term of three years commencing from the Listing Date and continue thereafter, subject to rotation and re-election in accordance with the Articles of Association. The remuneration of Ms. Hu Hongfang is determined by the Board with reference to the Company's performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions. Ms. Hu Hongfang did not receive any Director's fee for acting as executive Director of the Company for the year ended 31 December 2020. However, she received a sum of approximately RMB484,000 being salaries, allowances, benefit in kind and performance related discretionary bonuses in respect of her position as executive Director of the Company for the year ended 31 December 2020.

As at the Latest Practicable Date, Ms. Hu Hongfang did not have any interests in Shares or underlying shares of the Company within the meaning of Part XV of the Securities and Future Ordinance.

In relation to the proposed re-election of Ms. Hu Hongfang as a Director, there is no information which is discloseable nor is/was she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

- 10 -

APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE‑ELECTION AT THE ANNUAL GENERAL MEETING

Mr. Zhou Wei ( 周煒), aged 47, was appointed as our non-executive Director on 13 February 2019.

Mr. Zhou is responsible for the provision of guidance for the overall development of our Group.

Prior to joining Hevol Real Estate Group in 2003, Mr. Zhou took up different positions in different design and architecture institution or companies. Mr. Zhou served as the general manager in the research and development centre of Hevol Real Estate from August 2003 to September 2015. Mr. Zhou served as the director of Beijing Hongsheng from September 2015 to April 2019 and has served as the vice president of Hevol Real Estate since April 2018. Mr. Zhou has served as director and general manager of Hevol Abundance since July 2018, as director and general manager of Guizhou WFOE since September 2018 and as executive director of Beijing Hevol from October 2018 to February 2019. Mr. Zhou also served as executive director and general manager of Guiyang Hevol Property Services Company Limited ( 貴陽和 泓物業服務有限公司) from November 2006 to January 2018.

Mr. Zhou obtained a bachelor's degree in architecture from the North China University of Technology ( 北方工業大學) in China in July 1995.

A service contract has been entered into between Mr. Zhou Wei and the Company for a term of three years commencing from the Listing Date and continue thereafter, subject to rotation and re-election in accordance with the Articles of Association. The remuneration of Mr. Zhou Wei is determined by the Board with reference to the Company's performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions. Mr. Zhou Wei did not receive any Director's fee for acting as executive Director of the Company for the year ended 31 December 2020. However, he received a sum of approximately RMB Nil being salaries, allowances, benefit in kind and performance related discretionary bonuses in respect of his position as non-executive Director of the Company for the year ended 31 December 2020.

As at the Latest Practicable Date, Mr. Zhou Wei did not have any interests in Shares or underlying shares of the Company within the meaning of Part XV of the Securities and Future Ordinance.

In relation to the proposed re-election of Mr. Zhou Wei as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

- 11 -

APPENDIX II	EXPLANATORY STATEMENT ON
	THE REPURCHASE MANDATES

This explanatory statement, as listed below, contains all reasonable information required under the Listing Rules for Shareholders to make an informed decision regarding the resolutions for the General Mandates.

REPURCHASE MANDATE

As at the Latest Practicable Date, the Company had 560,000,000 Shares in issue. Subject to the passing of the resolution granting the General Mandates and on the assumption that there is no change to the number of issued shares before the Annual General Meeting, the Company will, in accordance with the General Mandates, be allowed to repurchase a maximum of 56,000,000 Shares which represent 10% of the total number of shares of the Company in issue as at the date of the passing of the resolution.

REASONS AND FUNDING OF THE REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general mandate from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and Articles of Association of the Company and the Cayman Companies Law. The Cayman Companies Law provide that payment for a share repurchase may only be made out of profits or the proceeds of a new issue of Shares made for such purpose or, subject to the Cayman Companies Law, out of capital of the Company. The amount of premium payable on the repurchase of Shares in accordance with the Cayman Companies Law may only be paid out of either the profits or out of the share premium account of the Company. In addition, under the laws of the Cayman Islands, payment out of share capital by the Company for the repurchase of its own shares is unlawful unless immediately following the date on which the payment is proposed to be made, the Company shall be able to repay its debts as they fall due in the ordinary course of business.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase Shares in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the general mandate to repurchase Shares is to be exercised in full at the current prevailing market value, it may have a material adverse impact on the working capital and the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the mandate to repurchase Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

- 12 -

APPENDIX II	EXPLANATORY STATEMENT ON
	THE REPURCHASE MANDATES

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their close associates, as defined in the Listing Rules, currently intend to sell any Shares to the Company or its subsidiaries, if the General Mandates are exercised.

The Directors have undertaken to the Stock Exchange that, so far as the relevant requirements are applicable, they will exercise the General Mandates in accordance with the Listing Rules, the Articles of Association, the Cayman Companies Law and applicable laws of the Cayman Islands.

No core connected person, as defined in the Listing Rules, has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the General Mandates are exercised.

If as a result of a repurchase of Shares in accordance with the General Mandates, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the General Mandates.

As at the Latest Practicable Date, Brilliant Brother Limited held 286,439,934 Shares, representing approximately 51.15% of the total number of Shares in issue. Brilliant Brother Limited is owned as to 100% by Mr. Liu Jiang.

The Listing Rules prohibit a repurchase if the repurchase of Shares on the Stock Exchange would lead to less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) have been made by the Company in the six months preceding the Latest Practicable Date.

- 13 -

APPENDIX II	EXPLANATORY STATEMENT ON
	THE REPURCHASE MANDATES

SHARE PRICES

The highest and lowest traded prices for Shares recorded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:

	Highest	Lowest
Month	traded price	traded price
	HK$	HK$
2020
April	1.39	1.28
May	1.41	1.28
June	1.52	1.29
July	1.41	1.22
August	3.62	1.35
September	2.65	2.16
October	2.33	1.92
November	2.52	2.01
December	2.23	2.01
2021
January	2.70	2.11
February	2.92	2.42
March	3.05	2.31
April (up to the Latest Practicable Date)	3.30	2.95

- 14 -

NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6093)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Hevol Services Group Co. Limited (the "Company") will be held at 16th Floor, Block D, Newlogo International Building, No. 18A Zhongguancun South Street, Haidian District, Beijing, People's Republic of China on Monday, 28 June

2021 at 4:00 p.m. for the following purposes:

ORDINARY BUSINESS

1. To receive, consider, and adopt the Company's audited consolidated financial statements and the reports of the Directors and auditors for the year ended 31 December 2020.
2. (i) To re-elect Ms. Hu Hongfang as an executive Director;
3. 1. To re-elect Mr. Wang Wenhao as an executive Director; and
   2. To re-elect Mr. Zhou Wei as a non-executive Director.
4. To authorise the board of directors to fix the remuneration of the Directors.
5. To re-appoint Grant Thornton Hong Kong Limited as auditors and authorise the Board of Directors to fix their remuneration.
6. To consider and, if thought fit, pass the following resolutions as ordinary resolutions: "That:
7. 1. subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (i) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
2. the total number of shares allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted issued or otherwise dealt with (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted or to be adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20% of the total number of shares of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly;
3. for the purpose of this resolution:
4. 1. "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   2. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and
      3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

- 16 -

NOTICE OF ANNUAL GENERAL MEETING

1. "Rights Issue" means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors of the Company to holders of shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).";

6. To consider and, if thought fit, pass the following resolutions as ordinary resolutions: "That:

1. subject to paragraph (ii) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited or on any other stock exchange recognised for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), be and is hereby generally and unconditionally approved;
2. the total number of shares of the Company, which may be repurchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of shares of the Company in issue at the date of passing of this resolution, and the said approval shall be limited accordingly;
3. subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

- 17 -

NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution:

• Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company;
2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and
3. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting."; and

7. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

"That conditional upon the resolutions numbered 5 and 6 set out in the notice convening this meeting being passed, the General Mandates granted to the Directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and to make or grant offers, agreements and options which might be required for the exercise of such powers pursuant to the ordinary resolution numbered 6 set out in the notice convening this meeting be and is hereby extended by the addition to the total number of shares of the Company which may be allotted by the Directors pursuant to such general mandates in the resolution numbered 5 by such number of shares bought back by the Company under the authority granted pursuant to ordinary resolution numbered 6 set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the total number of shares of the Company in issue at the date of passing of the said resolutions."

	By order of the Board
	Hevol Services Group Co. Limited
	Wang Wenhao
	Executive Director
Hong Kong, 23 April 2021
Registered office:	Principal place of business in Hong Kong:
Ugland, House	Suite 3101, Everbright Centre
P.O. Box 309	108 Gloucester Road
Grand Cayman, KY1-1104	Wanchai, Hong Kong
Cayman Islands

- 18 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Ordinary resolution numbered 7 will be proposed to the shareholders for approval provided that ordinary resolutions numbered 5 and 6 above are passed by the shareholders.
2. A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote on behalf of him/her; a proxy need not be a shareholder of the Company.
3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
4. In order to be valid, a form of proxy must be deposited the Company's Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
5. For determining the entitlement to attend and vote at the above meeting, the transfer books and register of members will be closed from Wednesday, 23 June 2021 to Monday, 28 June 2021 both days inclusive, during which period no share transfers can be registered. In order to be eligible to attend and vote at the above meeting, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 22 June 2021.
6. In respect of ordinary resolutions numbered 2 (i) to 2 (iii) above, Ms. Hu Hongfang, Mr. Wang Wenhao and Mr. Zhou shall retire and being eligible, will offer themselves for re-election at the above meeting. The biographical details of the above retiring directors are set out in Appendix I to the accompanied circular dated 23 April 2021.
7. In respect of the ordinary resolution numbered 5 above, the directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders as a general mandate for the purposes of the Listing Rules.
8. In respect of ordinary resolution numbered 6 above, the directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of shareholders. The Explanatory Statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated 23 April 2021.

As at the date hereof the Board comprises two executive Directors, namely Ms. Hu Hongfang and Mr. Wang Wenhao, two non-executive Directors, namely Mr. Liu Jiang and Mr. Zhou Wei, and four independent non-executive Directors, namely Dr. Chen Lei, Mr. Fan Chi Chiu, Dr. Li Yongrui and Mr. Qian Hongji.

- 19 -