Shenyang Public Utility : NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING FOR 2021

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Shenyang Public Utility Holdings Company Limited

(a joint stock limited company incorporated in the People's Republic of China)

(Stock code: 747)

NOTICE OF THE SECOND

EXTRAORDINARY GENERAL MEETING FOR 2021

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting for 2021 ("EGM") of Shenyang Public Utility Holdings Company Limited (the "Company") will be held at 11 a.m. on 16 March 2021 (Tuesday) at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC for the following purposes:

BY WAY OF ORDINARY RESOLUTION:

1. "THAT

• (a) the second supplemental agreement ("Second Supplemental Agreement") dated 24 August 2020 entered into between Beijing Shen Shang Investment & Consulting Company Limited* (̏ԯᓨਠҳ༟ፔ༔Ϟࠢʮ̡), a wholly-owned subsidiary of the Company as the purchaser and Sanhe Jingjiao Property Development Company Limited* (ɧئԯࠚגήପක೯Ϟࠢʮ̡) as the vendor, and other related parties (a copy of which has been produced to the EGM marked "A" and signed by the chairman of the EGM for the purpose of identification) and the transactions contemplated thereunder, be and are hereby approved and confirmed; and

• (b) any one or more of the directors of the Company be and is/are hereby authorized to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary, desirable or expedient to carry and implement the Second Supplemental Agreement and all the transactions contemplated thereunder."

By order of the Board

Shenyang Public Utility Holdings Company Limited

Zhang Jing Ming

Chairman

Shenyang, the PRC, 26 February 2021

Notes:

• 1. Each shareholder entitled to attend and vote at the EGM is entitled to appoint in written form one or more proxies to attend and vote at the EGM on his/her behalf. A proxy need not be a member of the Company. Shareholders or their proxies are entitled to attend the EGM and vote.

• 2. To be valid, the proxy form together with the certified power of attorney or authority (if any) must be delivered to the Company's H share registrar in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong and in case of holders of Domestic shares, with the Company's office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC not later than 24 hours before the time appointed for holding the EGM or the time appointed for passing the resolutions or any adjournment thereof. Delivery of the form of proxy shall not preclude a Member from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

• 3. Shareholders or their proxies shall produce their identity documents when attending the EGM.

• 4. The register of the members of the Company will be closed from 11 March 2021 to 16 March 2021 (both days inclusive), during which period no transfers of H Shares will be effected.

• 5. Shareholders whose names appear on the register of members of the Company on 10 March 2021 will be entitled to attend and vote at the EGM.

• 6. To be eligible to attend and vote at the EGM, all transfer documents must be lodged with the H Share Registrar, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for holders of H-Shares no later than 4:30 p.m. on 10 March 2021 (for holders of H Shares) or the Company's office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC (for the holders of Domestic Shares) no later than 4:00 p.m. on

• 10 March 2021.

• 7. The EGM is expected to last for less than one day. Shareholders and their proxies attending the EGM shall be responsible for their own traveling and accommodation expenses.

As at the date of this announcement, the executive directors of the Company are Mr. Zhang Jing Ming, Mr. Leng Xiao Rong and Mr. Chau Ting Yan, the non-executive directors of the Company are Mr. Yin Zong Chen and Mr. Ye Zhi E and the independent non-executive directors of the Company are Mr. Luo Zhuo Qiang, Mr. Guo Lu Jin and Ms. Gao Hong Hong.

*

For identification purpose only