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 your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Jinke Smart Services Group Co., Ltd., you should at once hand this circular, together with the accompanying proxy forms, to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Jinke Smart Services Group Co., Ltd.

金科智慧服務集團股 份有限公司

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

(Stock code: 9666)

    1. REPORT OF THE BOARD OF DIRECTORS FOR 2020;
    2. REPORT OF THE SUPERVISORY COMMITTEE FOR 2020;
  2. AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR 2020;
    1. ANNUAL FINANCIAL BUDGET FOR 2021;
    2. PROFIT DISTRIBUTION PLAN FOR 2020;
      1. 2020 ANNUAL REPORT;
    1. REMUNERATION OF DIRECTORS;
    2. REMUNERATION OF SUPERVISORS;
    3. RE-APPOINTMENTOF AUDITOR FOR 2021;
    4. GENERAL MANDATE TO ISSUE ADDITIONAL SHARES;
    5. GENERAL MANDATE TO BUY BACK H SHARES;

AND

NOTICES OF ANNUAL GENERAL MEETING AND CLASS MEETINGS

Capitalised terms used on this cover shall have the same meanings as those defined in the section headed "Definitions" in this circular, unless the context requires otherwise.

Notices convening the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting to be held at Building A4, East Zone, Jinke Shiniancheng, No. 480, Panxi Road, Shimahe Street, Jiangbei District, Chongqing, PRC on Tuesday, 25 May 2021 at 2:30 p.m., 3:00 p.m. and 3:30 p.m., respectively, are set out in pages 20 to 29 of this circular. Proxy forms for use at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting are also enclosed in this circular. Such proxy forms for use at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting are also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.jkpsc.cn).

Shareholders who intend to appoint a proxy to attend the Annual General Meeting, the Domestic Shareholders' Class Meeting and/or the H Shareholders' Class Meeting shall complete and return the enclosed respective proxy form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the Annual General Meeting, the Domestic Shareholders' Class Meeting and/or the H Shareholders' Class Meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the Annual General Meeting, the Domestic Shareholders' Class Meeting and/or the H Shareholders' Class Meeting or any adjourned meeting thereof if they so wish.

23 April 2021

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

1. Introduction . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

2. Business to be considered at the Annual General Meeting and the Class

Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

3.

Business of the Annual General Meeting and the Class Meetings . . . . . . . . . . .

7

4.

Annual General Meeting, Class Meetings and proxy arrangements. . . . . . . . . . .

14

5.

Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

6.

Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

7.

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15

8.

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15

APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . .

16

NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING . . . . . . . . . . . .

24

NOTICE OF H SHAREHOLDERS' CLASS MEETING . . . . . . . . . . . . . . . . . . . .

27

- i -

DEFINITIONS

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

"2020 Annual Report"

the annual report of the Company for the year ended 31

December 2020, which has been published on the

websites of the Stock Exchange (www.hkexnews.hk) and

the Company (www.jkpsc.cn)

"Annual General Meeting"

the annual general meeting of the Company to be

convened and held at Building A4, East Zone, Jinke

Shiniancheng, No. 480, Panxi Road, Shimahe Street,

Jiangbei District, Chongqing, PRC on Tuesday, 25 May

2021 at 2:30 p.m., to consider and, if appropriate, to

approve the resolutions contained in the notice of the

Annual General Meeting which is set out in pages 20 to

23 of this circular, or any adjournment thereof

"Articles of Association"

the articles of association of the Company currently in

force

"Board"

the board of Directors

"China" or the "PRC"

the People's Republic of China

"Class Meetings"

the Domestic Shareholders' Class Meeting and the H

Shareholders' Class Meeting

"Company"

Jinke Smart Services Group Co., Ltd. (金科智慧服務集團

股份有限公司), a joint stock company incorporated in the

PRC with limited liability and the H Shares of which are

listed on the Main Board of the Stock Exchange (Stock

Code: 9666)

"Company Law"

the Company Law of the PRC

"CSRC"

China Securities Regulatory Commission

"Director(s)"

the director(s) of the Company

"Domestic Share(s)"

the ordinary share(s) in the capital of the Company, with

a nominal value of RMB1.00 each, which are subscribed

for and paid up in RMB

- 1 -

DEFINITIONS

"Domestic Shareholder(s)"

the holder(s) of Domestic Share(s)

"Domestic Shareholders' Class

the class meeting of the Domestic Shareholders to be

Meeting"

convened and held at Building A4, East Zone, Jinke

Shiniancheng, No. 480, Panxi Road, Shimahe Street,

Jiangbei District, Chongqing, PRC on Tuesday, 25 May

2021 at 3:00 p.m., to consider and, if appropriate, to

approve the resolution contained in the notice of the

Domestic Shareholders' Class Meeting which is set out in

pages 24 to 26 of this circular, or any adjournment

thereof

"Group"

the Company and its subsidiaries

"H Share(s)"

the overseas listed foreign share(s) in the ordinary share

capital of the Company with a nominal value of RMB1.00

each, which are subscribed for and traded in Hong Kong

Dollars and listed on the Main Board of the Stock

Exchange

"H Share Buy-back Mandate"

a general mandate to be granted to the Board for

exercising the power of the Company to buy back H

Shares not exceeding 10% of the total number of H

Shares in issue as at the date of passing the proposed

resolution(s) approving the H Share Buy-back Mandate at

the Annual General Meeting, the Domestic Shareholders'

Class Meeting and the H Shareholders' Class Meeting,

details of which are set out in the notice of the Annual

General Meeting, the notice of Domestic Shareholders'

Class Meeting and the notice of the H Shareholders'

Class Meeting

"H Shareholder(s)"

the holder(s) of H Share(s)

"H Shareholders' Class Meeting"

the class meeting of the H Shareholders to be convened

and held at Building A4, East Zone, Jinke Shiniancheng,

No. 480, Panxi Road, Shimahe Street, Jiangbei District,

Chongqing, PRC on Tuesday, 25 May 2021 at 3:30 p.m.,

to consider and, if appropriate, to approve the resolution

contained in the notice of the H Shareholders' Class

Meeting which is set out in pages 27 to 29 of this circular,

or any adjournment thereof

- 2 -

DEFINITIONS

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC

"Hong Kong Dollars"

Hong Kong dollars, the lawful currency of Hong Kong

"Issue Mandate"

a general mandate to be granted to the Board for

exercising the power of the Company to issue Domestic

Shares and H Shares not exceeding 20% of each of the

total number of Domestic Shares and H Shares,

respectively, in issue on the date of passing the related

resolution, subject to the conditions set out in the

resolution proposed at the Annual General Meeting for

approving the general mandate

"Latest Practicable Date"

20 April 2021, being the latest practicable date prior to

the printing of this circular for ascertaining certain

information in this circular

"Listing Date"

17 November 2020, the date on which dealings in the H

Shares on the Main Board of the Stock Exchange first

commence

"Listing Rules"

the Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited

"Mandatory Provisions"

the Mandatory Provisions for the Articles of Association

of Companies Seeking a Listing outside the PRC

"RMB" or "Renminbi"

Renminbi, the lawful currency of the PRC

"SAFE"

State Administration of Foreign Exchange of the PRC

"Share(s)"

share(s) in the share capital of the Company, with a

nominal value of RMB1.00 each, comprising the

Domestic Shares and the H Shares

"Shareholder(s)"

holder(s) of Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Supervisor(s)"

the supervisor(s) of the Company

"Supervisory Committee"

the supervisory committee of the Company

- 3 -

DEFINITIONS

"Takeovers Code"

the Code on Takeovers and Mergers issued by the

Securities and Futures Commission

"%"

per cent

- 4 -

LETTER FROM THE BOARD

Jinke Smart Services Group Co., Ltd.

金科智慧服務集團股 份有限公司

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

(Stock code: 9666)

Executive Directors:

Headquarters in the PRC:

Mr. Xia Shaofei (Chairman)

Building A4, East Zone

Mr. Luo Chuansong

Jinke Shiniancheng

Mr. Xu Guofu

No. 480, Panxi Road

Shimahe Street

Non-executive Directors:

Jiangbei District

Mr. Luo Licheng

Chongqing, PRC

Mr. Liang Zhongtai

Mr. Li Nan

Registered office in the PRC:

Jinke Huayuan

Independent Non-executive Directors:

Wuhuang Road

Mr. Cao Guohua

Wulidian Street

Ms. Yuan Lin

Jiangbei District

Mr. Chan Chi Fung Leo

Chongqing, PRC

Principal place of business in Hong Kong: 40th Floor

Dah Sing Financial Centre

No. 248 Queen's Road East

Wanchai

Hong Kong

23 April 2021

To the Shareholders

Dear Sir/Madam,

    1. REPORT OF THE BOARD OF DIRECTORS FOR 2020;
    2. REPORT OF THE SUPERVISORY COMMITTEE FOR 2020;
  2. AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR 2020;
    1. ANNUAL FINANCIAL BUDGET FOR 2021;
    2. PROFIT DISTRIBUTION PLAN FOR 2020;
      1. 2020 ANNUAL REPORT;
    1. REMUNERATION OF DIRECTORS;
    2. REMUNERATION OF SUPERVISORS;
    3. RE-APPOINTMENTOF AUDITOR FOR 2021;
    4. GENERAL MANDATE TO ISSUE ADDITIONAL SHARES;
    5. GENERAL MANDATE TO BUY BACK H SHARES;

AND

NOTICES OF ANNUAL GENERAL MEETING AND CLASS MEETINGS

- 5 -

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with the notices of the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting.

2. BUSINESS TO BE CONSIDERED AT THE ANNUAL GENERAL MEETING AND THE CLASS MEETINGS

The businesses to be considered at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting are described in more details in the sections headed "Notice of Annual General Meeting", "Notice of Domestic Shareholders' Class Meeting" and "Notice of H Shareholders' Class Meeting" of this circular.

At the Annual General Meeting, ordinary resolutions will be proposed to approve the followings:

  1. the report of the Board for the year ended 31 December 2020 (the "2020 Report of the Board");
  2. the report of the Supervisory Committee for the year ended 31 December 2020 (the "2020 Report of the Supervisory Committee");
  3. the audited consolidated financial statements of the Company for the year ended 31 December 2020 (the "2020 Financial Statements");
  4. the annual financial budget for the year ending 31 December 2021 (the "2021 Financial Budget");
  5. the profit distribution plan for the year ended 31 December 2020 (the "2020 Profit Distribution Plan");
  6. the 2020 Annual Report;
  7. to authorise the Board to determine the remuneration of the Directors;
  8. to authorise the Supervisory Committee to determine the remuneration of the Supervisors; and
  9. the re-appointment of PricewaterhouseCoopers as the auditor of the Company for a term until the conclusion of the next annual general meeting of the Company, and to authorise the Board to determine its remuneration.

At the Annual General Meeting, special resolutions will be proposed to approve:

(10) the Issue Mandate, and

- 6 -

LETTER FROM THE BOARD

(11) the H Share Buy-Back Mandate.

At the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting, a special resolution will be proposed to approve the H Share Buy-Back Mandate.

3. BUSINESS OF THE ANNUAL GENERAL MEETING AND THE CLASS MEETINGS

Ordinary Resolutions

3.1 To consider and approve the 2020 Report of the Board

The text of the 2020 Report of the Board is set out in the section headed "Report of the Directors" in the 2020 Annual Report.

The 2020 Report of the Board was considered and approved by the Board on 24 March

2021 and is hereby proposed at the Annual General Meeting for consideration and approval.

3.2 To consider and approve the 2020 Report of the Supervisory Committee

The text of the 2020 Report of the Supervisory Committee is set out in the section headed "Report of the Supervisory Committee" in the 2020 Annual Report.

The 2020 Report of the Supervisory Committee was considered and approved by the Supervisory Committee on 24 March 2021 and is hereby proposed at the Annual General Meeting for consideration and approval.

3.3 To consider and approve the 2020 Financial Statements

Please refer to the audited consolidated financial statements contained in the 2020 Annual Report.

The 2020 Financial Statements were considered and approved by the Board on 24 March

2021 and are hereby proposed at the Annual General Meeting for consideration and approval.

3.4 To consider and approve the 2021 Financial Budget

After considering the economic situation, financial environment, development trend of the industry over the past years and the Company's business objectives, the total budget of operating cost and expenses of the Company in 2021 is estimated to be approximately RMB5,295 million.

The above financial budget amounts are only estimations made with reference to the Company's business development plans for the year 2021. The actual expenditures will be based on the prices and market conditions at the relevant time.

- 7 -

LETTER FROM THE BOARD

The 2021 Financial Budget was considered and approved by the Board on 24 March 2021 and are hereby proposed at the Annual General Meeting for consideration and approval.

3.5 To consider and approve the 2020 Profit Distribution Plan

On 24 March 2021, the Board recommended the payment of a final dividend of RMB0.5 per Share (before tax) in the form of cash for the year ended 31 December 2020, totaling approximately RMB326.4 million, representing approximately 52.85% of the Group's profit attributable to the owners of the Company for the year ended 31 December 2020 (the "Final Dividend"). The Final Dividend is subject to the approval of the Shareholders at the Annual General Meeting.

The Final Dividend payable to the holders of Domestic Shares will be paid in Renminbi, and that to the holders of H Shares will be declared in Renminbi and paid in Hong Kong Dollars at an exchange rate calculated based on the average exchange rate of RMB against Hong Kong dollars published by the People's Bank of China five business days prior to the Annual General Meeting. Subject to the approval at the Annual General Meeting, the Final Dividend will be paid on or around Friday, 25 June 2021.

According to the Enterprise Income Tax Law of the People's Republic of China (《中華 人民共和國企業所得稅法》) which came into effect on 1 January 2008, and amended on 24 February 2017 and 29 December 2018, the Provision for Implementation of Enterprise Income Tax Law of the People's Republic of China (《中華人民共和國企業所得稅法實施條例》) which took effect on 1 January 2008, and the Notice on the Issues Concerning Withholding the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprise to H Shareholders which are Overseas Non-residentEnterprises (Guo Shui Han [2008] No. 897) (《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)), which was promulgated by the State Administration of Taxation and came into effect on 6 November 2008, etc., where a PRC domestic enterprise distributes dividends for 2008 and subsequent years for financial periods beginning from 1 January 2008 to non-residententerprise shareholders, it is required to withhold 10% enterprise income tax for such non-residententerprise shareholders. Therefore, as a PRC domestic enterprise, the Company will, after withholding 10% of the Final Dividend as enterprise income tax, distribute the Final Dividend to non-residententerprise shareholders whose names appear on the H Shares register of members of the Company, i.e. any shareholders who hold H Shares in the name of non-individualshareholders, including but not limited to HKSCC Nominees Limited, other nominees, trustees, or shareholders of H Shares registered in the name of other organizations and groups. After receiving dividends, the non-residententerprises shareholders may apply to the relevant tax authorities for enjoying treatment of taxation treaties (arrangement) in person or by proxy or by the Company, and provide information to prove that it is an actual beneficiary under the requirements of such taxation treaties (arrangement). After the tax authorities have verified that there is no error, it shall refund tax difference between the amount of tax levied and the amount of tax payable calculated at the tax rate under the requirements of the relevant taxation treaties (arrangement).

- 8 -

LETTER FROM THE BOARD

Pursuant to the Notice on the Issues Regarding Levy of Individual Income Tax after the Abolishment of Guo Shui Fa [1993] No. 045 Document (Guo Shui Han [2011] No. 348) (《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 Company shall withhold and pay individual income tax for individual holders of H Shares. 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 in a timely manner required by the Administrative Measures on Enjoying Treatment under Tax Treaties by Non-residentTaxpayers (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. The Company will assist with the tax refund 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 that 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. Shareholders are recommended to consult their tax advisors regarding the ownership and disposal of H Shares of the Company in the PRC and in Hong Kong and other tax effects.

Pursuant to the relevant requirements under the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-HongKong Stock Connect (Cai Shui [2016] No. 127) (《關於深 港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127號)), for dividends and bonus received by domestic investors from investing in H shares listed on the Stock Exchange through southbound trading, the company of such H shares shall withhold individual income tax at the rate of 20% on behalf of the investors. For dividends and bonus received by domestic securities investment funds from investing in shares listed on the Stock Exchange through southbound trading, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold the income tax for dividends and bonus on behalf of domestic enterprise investors and those domestic enterprise investors shall declare and pay the relevant tax themselves.

- 9 -

LETTER FROM THE BOARD

3.6 To consider and approve the 2020 Annual Report

The 2020 Annual Report was considered and approved by the Board on 24 March 2021 and is hereby proposed at the Annual General Meeting for consideration and approval.

  1. To authorise the Board to determine the remuneration of the Directors
  2. To authorise the Supervisory Committee to determine the remuneration of the Supervisors
  3. To consider and approve the re-appointment of PricewaterhouseCoopers as the auditor of the Company for a term until the conclusion of the next annual general meeting of the Company, and to authorise the Board to determine its remuneration.

Special Resolutions

3.10 To consider and approve the grant of the Issue Mandate to issue Shares

In order to meet the capital requirements of the Company for its continuous business development, to utilise financing platforms effectively and flexibly and to take advantage of capital market windows in a timely manner, and in accordance with the applicable laws and regulations of the PRC, the Listing Rules and the Articles of Association, the Company proposes to grant the Issue Mandate to the Board by way of a special resolution at the Annual General Meeting to allot, issue or deal with additional Domestic Shares and H Shares not exceeding 20% of each of the total number of Domestic Share and H Shares, respectively, in issue on the date of passing such resolution. As at the Latest Practicable Date, the issued share capital of the Company comprised 500,000,000 Domestic Shares and 152,848,100 H Shares. Subject to the passing of the resolution related to the granting of the Issue Mandate and on the basis that no further Shares will be issued before the Annual General Meeting, the Company will be allowed to issue a maximum of 100,000,000 Domestic Shares and 30,569,620 H Shares in accordance with the Issue Mandate.

  1. Specific plans on the Issue Mandate:
    1. Subject to the conditions set out in (b) below, the Board is hereby authorised to approve, allot, issue, grant and/or otherwise deal with additional Shares (Domestic Shares and/or H Shares), securities convertible into Shares, and options, warrants to subscribe for or convertible into Shares or other securities with rights to subscribe for or convert into Shares, separately or at the same time during the Relevant Period (as defined below).
      Notwithstanding the fulfillment of the conditions set out in (b) below, if the allotment of voting Shares will result in a de facto change of control of the Company, the Board shall separately obtain authorisation by way of a special resolution in advance before making such an allotment.
      • 10 -

LETTER FROM THE BOARD

  1. The number of additional Shares (Domestic Shares and/or H Shares), securities convertible into Shares, or options, warrants to subscribe for or convertible into Shares or other securities with rights to subscribe for or convert to Shares (which shall be calculated on the basis of the number of Domestic Shares and/or H Shares that such securities can be converted into/be allotted) proposed to be approved, allotted, issued, granted and/or otherwise dealt with by the Board shall not exceed 20% of each class of Domestic Shares and H Shares, respectively, in issue of the Company as at the date on which this resolution is passed at the Annual General Meeting.
  2. For the purposes of this resolution:

  3. "Relevant Period" means the period from the date on which this special resolution is passed at the Annual General Meeting until the earliest of: (1) the conclusion of the next annual general meeting of the Company following the date of passing of this resolution; (2) the expiration of twelve months following the date of passing of this resolution; and (3) the date on which the authority granted to the Board under this resolution is revoked or varied by a special resolution of the Shareholders at a general meeting.
  4. The Board is hereby authorised to determine the details of the issuance plan, including but not limited to: (1) the class and number of Shares proposed to be issued; (2) the pricing basis and/or the offer price (including the price range);
    1. the date of opening and closing of the issuance; (4) the specific use of the proceeds raised; (5) the recommendation, agreement and share options to be made or granted for the exercise of the said power; and (6) other contents to be included in the detailed issuance plan as required by the relevant laws and regulations and other regulatory documents, the relevant regulatory authorities and the local stock exchange.
  6. The Board is hereby authorised to implement the issuance plan and deal with the matters related to an increase in the registered capital of the Company so as to reflect the Shares authorised to be issued by the Company under this resolution, and to make such amendments as it deems appropriate and necessary to the provisions related to the issuance of Shares and registered capital in the Articles of Association, and to adopt and complete any other actions and procedures that are necessary for the implementation of the issuance plan and the completion of the increase in the registered capital of the Company.

- 11 -

LETTER FROM THE BOARD

(B) Relevant mandate:

In order to enhance the efficiency of decision-making, reduce internal approval procedures and grasp market opportunities, in respect of the Issue Mandate to issue Shares, it is proposed to the Annual General Meeting to approve the authorisation of the Board and any persons authorised by the Board to deal with the matters in connection with the Issue Mandate to issue Shares. The specific details of the mandate given to the authorised persons will be separately determined upon the exercise of the Issue Mandate by the Board under this resolution.

3.11 To consider and approve the grant of the H Share Buy-Back Mandate

  1. H Share Buy-back Mandate

The Company Law (to which the Company is subject) provides that a joint stock limited company incorporated in the PRC may not buy back its shares unless such buy-back is effected for the purpose of (a) reducing its registered share capital; (b) in connection with a merger between itself and another entity that holds its shares; (c) granting shares as reward to the staff of the company; (d) the buy-back is made at the request of its shareholders who disagrees with shareholders' resolutions in connection with a merger or division; (e) utilising the shares for conversion of corporate bonds which are convertible into shares issued by the Company; or (f) where it is necessary for safeguarding the value of the Company and the interests of its shareholders. The Mandatory Provisions, which the Company has incorporated in its Articles of Association, provides that subject to obtaining the approval of the relevant regulatory authorities and compliance with its articles of association, share buy-backs may be effected by a joint stock limited company listed outside the PRC for the purpose of reducing its share capital or in connection with a merger between itself and another entity that holds its shares or in circumstances permitted by law or administrative regulations.

PRC laws and regulations and the Listing Rules permit shareholders of a PRC joint stock limited company to grant a general mandate to the Directors to buy back H shares of such company that are listed on the Stock Exchange. Such mandate is required to be given by way of a special resolution passed by shareholders in general meeting and special resolutions passed by holders of domestic shares and holders of H Shares in separate class meetings.

As the H Shares are traded on the Stock Exchange in Hong Kong dollars and the price payable by the Company upon any buy-back of H Shares will, therefore, be paid in Hong Kong dollars, the approval of the Chongqing Administrative Office of SAFE will be required for the Company to exchange and remit such amount of Hong Kong dollars to effect the buy-back. Besides, the Company shall also carry out filings with the CSRC after the Company has bought back its H Shares.

- 12 -

LETTER FROM THE BOARD

Accordingly, approval is being sought from the Shareholders for a general mandate to buy back H Shares in issue. In accordance with the legal and regulatory requirements described herein, the Directors will convene and hold the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting. A special resolution will be proposed at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting to grant to the Directors the H Share Buy-back Mandate, details of which will be set out in the notice of the Annual General Meeting, the notice of the Domestic Shareholders' Class Meeting and the notice of the H Shareholders' Class Meeting. The H Shares which may be bought back pursuant to the H Share Buy-back Mandate shall not exceed 10% of the total number of H Shares of the Company in issue as at the date of passing of the resolution(s) approving the H Share Buy-back Mandate.

(B) General

The H Share Buy-back Mandate would expire on the earlier of (a) the conclusion of the next annual general meeting of the Company following the passing of the relevant special resolution at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting; (b) the expiration of a period of twelve months following the passing of the relevant special resolution at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting; or (c) the date on which the authority conferred by the relevant special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting or by the Domestic Shareholders or the H Shareholders at their respective class meeting.

In accordance with the requirements of the Articles of Association applicable to capital reduction, the Company will have to notify its creditors of the passing of the resolution for the reduction of the registered capital of the Company within 10 days after the passing of such resolution and also by way of the publication on a newspaper within 30 days after the passing of the resolution. Creditors then have a period of up to 30 days after the Company's written notification or if no such notification has been received, up to 45 days after the publication of the press announcement to require the Company to repay amounts due to them or to provide guarantees in respect of such amounts.

An explanatory statement giving certain information regarding the H Share Buy-back Mandate is set out in Appendix I to this circular.

- 13 -

LETTER FROM THE BOARD

4. ANNUAL GENERAL MEETING, CLASS MEETINGS AND PROXY ARRANGEMENTS

Notices convening the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting containing the resolutions to be proposed at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting are set out in pages 20 to 29 of this circular. Proxy forms for use at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting are also enclosed in this circular.

If Shareholders intend to appoint a proxy to attend the Annual General Meeting, the Domestic Shareholders' Class Meeting and/or the H Shareholders' Class Meeting, Shareholders are required to complete and return the respective proxy form in accordance with the instructions printed thereon and return it by personal delivery or by post not less than 24 hours before the time fixed for holding the Annual General Meeting, the Domestic Shareholders' Class Meeting and/or the H Shareholders' Class Meeting or any adjournment thereof (as the case may be). For H Shareholders, the proxy form should be returned to the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong. For Domestic Shareholders, the proxy form should be returned to the Company's headquarters in the PRC at Building A4, East Zone, Jinke Shiniancheng, No. 480, Panxi Road, Shimahe Street, Jiangbei District, Chongqing, PRC. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the Annual General Meeting, the Domestic Shareholders' Class Meeting and/or the H Shareholders' Class Meeting or any adjourned meeting thereof (as the case may be) if they so wish.

5. 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. Accordingly, the respective chairman of the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting will exercise his power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting.

6. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlement of Shareholders to attend and vote at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting, the register of members of the Company will be closed from Thursday, 20 May 2021 to Tuesday, 25 May 2021 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the Annual General Meeting, the Domestic Shareholders' Class Meeting and/or the H Shareholders' Class Meeting, H Shareholders whose transfer documents have not been registered are required to deposit all properly completed share transfer forms together with the relevant share certificates to the

- 14 -

LETTER FROM THE BOARD

Company's H shares registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration, no later than 4:30 p.m. on Tuesday, 18 May 2021. Domestic Shareholders should contact the secretary of the Board for details concerning registration and transfer of Domestic Shares.

For the purpose of determining the entitlement of the Final Dividend, the register of members of the Company will be closed from Wednesday, 9 June 2021 to Tuesday, 15 June 2021 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for the Final Dividend, H Shareholders whose transfer documents have not been registered are required to deposit all properly completed share transfer forms together with the relevant share certificates to the Company's H shares registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration, no later than 4:30 p.m. on Tuesday, 8 June 2021. Domestic Shareholders should contact the secretary of the Board for details concerning registration and transfer of Domestic Shares.

7. RECOMMENDATION

The Board considers that all the resolutions proposed at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting 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 these proposed resolutions at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting.

8. 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 purposes 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.

By order of the Board

Jinke Smart Services Group Co., Ltd.

Xia Shaofei

Chairman

- 15 -

APPENDIX I

EXPLANATORY STATEMENT

In accordance with the Listing Rules, this appendix serves as the explanatory statement to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the special resolution(s) to be proposed at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting for the grant of the H Share Buy-back Mandate to the Directors.

  1. SHARE BUY-BACK MANDATE
    Reasons for buying back H Shares

The Directors believe that the flexibility afforded by the H Share Buy-back Mandate would be beneficial to and in the best interest of the Company and its Shareholders. Such buy-backs may, depending on market conditions and funding arrangements at such time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Such buy-backs will only be made when the Directors believe that such buy-backs will benefit the Company and its Shareholders.

Registered Capital

As at the Latest Practicable Date, the total number of issued Shares of the Company was RMB652,848,100 comprising 500,000,000 Domestic Shares of RMB1.00 each and 152,848,100 H Shares of RMB1.00 each.

Exercise of the H Share Buy-back Mandate

Subject to the passing of the relevant special resolution in relation to the grant of the H Share Buy-back Mandate to the Board proposed at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting, the Board will be granted the H Share Buy-back Mandate until the earlier of: (a) the conclusion of the next annual general meeting of the Company following the passing of the relevant special resolution at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting; (b) the expiration of a period of twelve months following the passing of the relevant special resolution at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting; or (c) the date on which the authority conferred by the relevant special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting or by the Domestic Shareholders or the H Shareholders at their respective class meeting (the "Relevant Period"). The exercise of the H Share Buy-back Mandate is subject to the approval of the relevant PRC regulatory authorities as required by the laws, rules and regulations of the PRC being obtained (if applicable).

- 16 -

APPENDIX I

EXPLANATORY STATEMENT

In accordance with the Listing Rules, the Company will not buy back H Shares if the purchase price is higher by 5% or more than the average closing market price for the 5 preceding trading days on which H Shares were traded on the Stock Exchange.

The exercise in full of the H Share Buy-back Mandate (on the basis of 152,848,100 H Shares in issue as at the Latest Practicable Date and no H Shares will be allotted and issued or bought back by the Company on or prior to the date of the Annual General Meeting, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting) would result in a maximum of 15,284,810 H Shares that may be bought back by the Company during the Relevant Period, being the maximum of 10% of the total number of H Shares in issue as at the date of passing the relevant resolution(s).

Funding of Buy-backs

In repurchasing its H Share, the Company intends to apply funds from the Company's internal resources (which may include surplus funds and retained profits) legally available for such purpose in accordance with the Articles of Association and the applicable laws, rules and regulations of the PRC. The Company's registered capital will be reduced by an amount equivalent to the aggregate nominal value of the H Shares so cancelled. The Company may not buy back securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

GENERAL

An exercise of the H Share Buy-Back Mandate in full could have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts contained in the annual report of the Company for the year ended 31 December 2020) at any time during the proposed buy-back period. However, the Directors do not propose to exercise the H Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital needs of the Company or the gearing level of the Company. The number of H Shares to be bought back on any occasion and the price and other terms upon which the same are bought back will be decided by the Directors at the relevant time having regarded to the circumstances then prevailing, in the best interests of the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make buy back under the H Share Buy-back Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.

STATUS OF BOUGHT BACK H SHARES

The Listing Rules provide that the listing of all the H Shares bought back by the Company shall automatically be cancelled, and the registered capital of the Company shall be reduced accordingly based on the total nominal value of H Shares cancelled.

- 17 -

APPENDIX I

EXPLANATORY STATEMENT

H SHARES PRICES

The highest and lowest prices at which the H Shares have been traded on the Stock Exchange during the period from the Listing Date up to and including the Latest Practicable Date were as follows:

Month

Highest prices

Lowest prices

HK$

HK$

2020

November (from the Listing Date)

53.00

42.70

December

62.40

46.10

2021

January

83.90

60.85

February

90.00

70.15

March

80.80

58.80

April (up to and including the Latest Practicable

Date)

72.20

60.30

H SHARES BOUGHT BACK BY THE COMPANY

No buy-back of H Shares has been made by the Company since the Listing Date up to and including the Latest Practicable Date (whether on the Stock Exchange or otherwise).

DISCLOSURE OF INTERESTS

If as a result of a share buy-back by the Company, a substantial shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a shareholder, or group of shareholders acting in concert, could obtain or consolidate control of the Company or become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Jinke Property Group Co., Ltd., whose interest in the Company is notifiable under Part XV (Disclosure of Interests) of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), held approximately 52.33% of the total number of issued Shares of the Company. In the event that the Directors exercised in full the power to buy back H Shares in accordance with the terms of the Buy-Back General Mandate proposed at the AGM, the shareholding of Jinke Property Group Co., Ltd. would increase to approximately 53.58% of the total number of issued Shares of the Company. The Directors are not aware of any consequences which will arise under the Takeovers Code and/or any similar applicable law, as a result of any buy-backs to be made under the H Share Buy-back Mandate. Moreover, the Directors will not make share buy-back on the Stock Exchange if such buy-back would result in the requirements under Rule 8.08 of the Listing Rules not being complied with.

- 18 -

APPENDIX I

EXPLANATORY STATEMENT

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their close associates presently intends to sell H Shares to the Company under the H Share Buy-back Mandate in the event that the H Share Buy-back Mandate is approved by the Shareholders and the conditions (if any) to which the H Share Buy-back Mandate is subject are fulfilled.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any H Shares to the Company, or that they have undertaken not to sell any H Shares held by them to the Company in the event that the H Share Buy-back Mandate is approved by its Shareholders and the conditions (if any) to which the H Share Buy-back Mandate is subject are fulfilled.

- 19 -

NOTICE OF ANNUAL GENERAL MEETING

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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

Jinke Smart Services Group Co., Ltd.

金科智慧服務集團股 份有限公司

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

(Stock code: 9666)

NOTICE OF ANNUAL GENERAL MEETING

TO BE HELD ON TUESDAY, 25 MAY 2021

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the "Annual General Meeting") of Jinke Smart Services Group Co., Ltd. (the "Company") will be held at Building A4, East Zone, Jinke Shiniancheng, No. 480, Panxi Road, Shimahe Street, Jiangbei District, Chongqing, PRC on Tuesday, 25 May 2021 at 2:30 p.m. for the following purposes:

ORDINARY RESOLUTIONS

  1. To consider and approve the report of the board (the "Board") of directors (the "Directors") of the Company for the year ended 31 December 2020.
  2. To consider and approve the report of the supervisory committee of the Company (the "Supervisory Committee") for the year ended 31 December 2020.
  3. To consider and approve the audited consolidated financial statements of the Company for the year ended 31 December 2020.
  4. To consider and approve the annual financial budget of the Company for the year ending 31 December 2021.
  5. To consider, approve and authorise the Board to implement the profit distribution plan of the Company for the year ended 31 December 2020 and to declare a final dividend ("Final Dividend") of RMB0.5 per share of the Company (before tax) for the year ended 31 December 2020.
  6. To consider and approve the annual report of the Company for the year ended 31 December 2020.
  7. To authorise the Board to determine the remuneration of the Directors.

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NOTICE OF ANNUAL GENERAL MEETING

  1. To authorise the Supervisory Committee to determine the remuneration of the supervisors of the Company.
  2. To consider and approve the re-appointment of PricewaterhouseCoopers as the auditors of the Company for a term until the conclusion of the next annual general meeting of the Company and to authorise the Board to determine its remuneration.

SPECIAL RESOLUTIONS

  1. To grant a general mandate to the Board to allot, issue and deal with additional domestic shares and/or H shares of the Company not exceeding 20% of each of the total number of issued domestic shares and H shares of the Company, respectively, and to authorise the Board to make such amendments as it deems appropriate to the provisions of the articles of association of the Company, so as to reflect the new capital structure upon additional allotment and issuance of shares pursuant to such mandate. Details of the resolutions are set out in the circular of the Company dated 23 April 2021.
  2. To consider and, if thought fit, to approve the following general mandate for the Board and the persons authorised by the Board to buy back H shares of the Company:
    1. the Board be granted a general mandate, by reference to market conditions and in accordance with needs of the Company, to buy back H shares of the Company not exceeding 10% of the total number of H shares of the Company in issue at the time when this resolution is passed at the Annual General Meeting and the relevant resolutions are passed at class meetings of shareholders.
    2. the Board be authorised to (including but not limited to the following):
      1. formulate and implement the buy-back plan, including but not limited to determining the time of buy-back, period of buy-back,buy-back price and number of shares to buy back, etc.;
      2. notify creditors and issue announcements pursuant to the requirements of the laws and regulations such as Company Law and the articles of association of the Company;
      3. open overseas share accounts and money accounts and to carry out related change of foreign exchange registration procedures;
      4. carry out relevant procedures or filing procedures (if any) pursuant to the applicable laws, regulations and rules; and

- 21 -

NOTICE OF ANNUAL GENERAL MEETING

    1. carry out cancelation procedures for bought back shares, make corresponding amendments to the articles of association of the Company relating to , among others, share capital and shareholdings, and carry out modification registrations and make filings.
  2. Authorisation period
    The period of above general mandate shall not exceed the relevant period (the "Relevant Period"). The Relevant Period commences from the day when the authority conferred by this special resolution is approved by a special resolution of shareholders at the Annual General Meeting and ends at the earlier of:
    1. the conclusion of the next annual general meeting of the Company following the date of passing of this resolution;
  1. the expiration of a period of twelve months following the passing of this special resolution at the Annual General Meeting, the class meeting of holders of domestic shares of the Company and the class meeting of holders of H shares of the Company; or
  2. the date on which the authority conferred by this resolution is revoked or varied by a special resolution of shareholders at a general meeting, or a special resolution of shareholders at a class meeting of holders of domestic shares of the Company or a class meeting holders of H shares of the Company.

By Order of the Board

Jinke Smart Services Group Co., Ltd.

Xia Shaofei

Chairman

Hong Kong, 23 April 2021

Notes:

  1. All resolutions at the Annual General Meeting will be taken by poll 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 The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.jkpsc.cn) in accordance with the Listing Rules.
  2. All shareholders of the Company are eligible for attending the Annual General Meeting. Any shareholder of the Company entitled to attend and vote at the Annual General Meeting convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the Annual General Meeting and vote instead of him/her. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant proxy form. Every shareholder of the Company present in person or by proxy shall be entitled to one vote for each share held by him/her.

- 22 -

NOTICE OF ANNUAL GENERAL MEETING

  1. In order to be valid, the proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be completed and returned to (i) the Company's headquarters in the People's Republic of China ("PRC") at Building A4, East Zone, Jinke Shiniancheng, No. 480, Panxi Road, Shimahe Street, Jiangbei District, Chongqing, PRC (for holders of domestic shares of the Company) or (ii) the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H shares of the Company) not less than 24 hours before the time appointed for the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude a shareholder of the Company from attending and voting at the Annual General Meeting or any adjourned meeting thereof should he/she so wish.
  2. For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Thursday, 20 May 2021 to Tuesday, 25 May 2021 (both dates inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the Annual General Meeting, holders of H shares of the Company whose transfer documents have not been registered are required to submit the share certificates together with the properly completed share transfer forms to the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Tuesday, 18 May 2021 for registration. Holders of domestic shares of the Company should contact the secretary of the Board for details concerning registration and transfer of domestic shares of the Company.
  3. The instrument appointing the proxy must be in writing and signed by the appointor or his/her attorney duly authorised in writing, or if the appointer is a legal person, either under a legal person's seal or signed by its director or an attorney duly authorised in writing.
  4. The Annual General Meeting (or any adjournment thereof) is expected to take no more than half a day. Shareholders of the Company or their proxies attending the Annual General Meeting (or any adjournment thereof) shall bear their own travelling and accommodation expenses.
  5. For the purpose of determining the entitlement of the Final Dividend, the register of members of the Company will be closed from Wednesday, 9 June 2021 to Tuesday, 15 June 2021 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for the Final Dividend, holders of H shares of the Company whose transfer documents have not been registered are required to deposit all properly completed share transfer forms together with the relevant share certificates to the Company's H shares registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration, no later than 4:30 p.m. on Tuesday, 8 June 2021. Holders of domestic shares of the Company should contact the secretary of the Board for details concerning registration and transfer of Domestic Shares.

As at the date of this notice, the Board comprises Mr. Xia Shaofei, Mr. Luo Chuansong and Mr. Xu Guofu as executive Directors, Mr. Luo Licheng, Mr. Liang Zhongtai and Mr. Li Nan as non-executive Directors, and Mr. Cao Guohua, Ms. Yuan Lin and Mr. Chan Chi Fung Leo as independent non-executive Directors.

- 23 -

NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

Jinke Smart Services Group Co., Ltd.

金科智慧服務集團股 份有限公司

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

(Stock code: 9666)

NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

TO BE HELD ON TUESDAY, 25 MAY 2021

NOTICE IS HEREBY GIVEN THAT a class meeting of holders of domestic shares (the "Domestic Shareholders' Class Meeting") of Jinke Smart Services Group Co., Ltd. (the "Company") will be held at Building A4, East Zone, Jinke Shiniancheng, No. 480, Panxi Road, Shimahe Street, Jiangbei District, Chongqing, PRC on Tuesday, 25 May 2021 at 3:00 p.m. for the following purpose:

SPECIAL RESOLUTION

To consider and, if thought fit, to approve the following general mandate for the board (the "Board") of directors (the "Directors") of the Company and the persons authorised by the Board to buy back H shares of the Company:

  1. the Board be granted a general mandate, by reference to market conditions and in accordance with needs of the Company, to buy back H shares of the Company not exceeding 10% of the total number of H shares of the Company in issue at the time when this resolution is passed at the annual general meeting (the "Annual General Meeting") and the relevant resolutions are passed at class meetings of shareholders.
  2. the Board be authorised to (including but not limited to the following):
    1. formulate and implement the buy-back plan, including but not limited to determining the determine time of buy-back, period of buy-back,buy-back price and number of shares to buy back, etc.;
    2. notify creditors and issue announcements pursuant to the requirements of the laws and regulations such as Company Law and the articles of association of the Company;

- 24 -

NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

    1. open overseas share accounts and money accounts and to carry out related change of foreign exchange registration procedures;
    2. carry out relevant procedures or filing procedures (if any) pursuant to the applicable laws, regulations and rules; and
    3. carry out cancelation procedures for bought back shares, make corresponding amendments to the articles of association of the Company relating to, among others, share capital and shareholdings, and carry out modification registrations and make filings.
  2. Authorisation period
    The period of above general mandate shall not exceed the relevant period (the "Relevant Period"). The Relevant Period commences from the day when the authority conferred by this special resolution is approved by a special resolution of shareholders at the annual general meeting of the Company and ends at the earlier of:
    1. the conclusion of the next annual general meeting of the Company following the date of passing of this resolution;
    2. the expiration of a period of twelve months following the passing of this special resolution at the Annual General Meeting, the Domestic Shareholders' Class Meeting and the class meeting of holders of H shares of the Company; or
    3. the date on which the authority conferred by this resolution is revoked or varied by a special resolution of shareholders at a general meeting, or a special resolution of shareholders at a class meeting of holders of domestic shares of the Company or a class meeting holders of H shares of the Company.

By Order of the Board

Jinke Smart Services Group Co., Ltd.

Xia Shaofei

Chairman

Hong Kong, 23 April 2021

- 25 -

NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

Notes:

  1. All resolutions at the Domestic Shareholders' Class Meeting will be taken by poll 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 The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.jkpsc.cn) in accordance with the Listing Rules.
  2. Holders of domestic shares of the Company ("Domestic Shareholders") are eligible for attending the Domestic Shareholders' Class Meeting. Domestic Shareholders entitled to attend and vote at the Domestic Shareholders' Class Meeting convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the Domestic Shareholders' Class Meeting and vote instead of him/her. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of domestic shares of the Company in respect of which each such proxy so appointed must be specified in the relevant proxy form. Every Domestic Shareholder present in person or by proxy shall be entitled to one vote for each domestic share of the Company held by him/her.
  3. In order to be valid, the proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be completed and returned to the Company's headquarters in the People's Republic of China ("PRC") at Building A4, East Zone, Jinke Shiniancheng, No. 480, Panxi Road, Shimahe Street, Jiangbei District, Chongqing, PRC not less than 24 hours before the time appointed for the Domestic Shareholders' Class Meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude Domestic Shareholders from attending and voting at the Domestic Shareholders' Class Meeting or any adjourned meeting thereof should he/she so wish.
  4. For determining the entitlement to attend and vote at the Domestic Shareholders' Class Meeting, the register of members of the Company will be closed from Thursday, 20 May 2021 to Tuesday, 25 May 2021 (both dates inclusive), during which period no transfer of shares will be registered. Holders of domestic shares of the Company should contact the secretary of the Board for details concerning registration and transfer of domestic shares of the Company.
  5. The instrument appointing the proxy must be in writing and signed by the appointor or his/her attorney duly authorised in writing, or if the appointer is a legal person, either under a legal person's seal or signed by its director or an attorney duly authorised in writing.
  6. The Domestic Shareholders' Class Meeting (or any adjournment thereof) is expected to take no more than half a day. Domestic Shareholders or their proxies attending the Domestic Shareholders' Class Meeting (or any adjournment thereof) shall bear their own travelling and accommodation expenses.

As at the date of this notice, the Board comprises Mr. Xia Shaofei, Mr. Luo Chuansong and Mr. Xu Guofu as executive Directors, Mr. Luo Licheng, Mr. Liang Zhongtai and Mr. Li Nan as non-executive Directors, and Mr. Cao Guohua, Ms. Yuan Lin and Mr. Chan Chi Fung Leo as independent non-executive Directors.

- 26 -

NOTICE OF H SHAREHOLDERS' CLASS MEETING

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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

Jinke Smart Services Group Co., Ltd.

金科智慧服務集團股 份有限公司

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

(Stock code: 9666)

NOTICE OF H SHAREHOLDERS' CLASS MEETING

TO BE HELD ON TUESDAY, 25 MAY 2021

NOTICE IS HEREBY GIVEN THAT a class meeting of holders of H shares (the "H Shareholders' Class Meeting") of Jinke Smart Services Group Co., Ltd. (the "Company") will be held at Building A4, East Zone, Jinke Shiniancheng, No. 480, Panxi Road, Shimahe Street, Jiangbei District, Chongqing, PRC on Tuesday, 25 May 2021 at 3:30 p.m. for the following purpose:

SPECIAL RESOLUTION

To consider and, if thought fit, to approve the following general mandate for the board (the "Board") of directors (the "Directors") of the Company and the persons authorised by the Board to buy back H shares of the Company:

  1. the Board be granted a general mandate, by reference to market conditions and in accordance with needs of the Company, to buy back H shares of the Company not exceeding 10% of the total number of H shares of the Company in issue at the time when this resolution is passed at the annual general meeting (the "Annual General Meeting") and the relevant resolutions are passed at class meetings of shareholders.
  2. the Board be authorised to (including but not limited to the following):
    1. formulate and implement the buy-back plan, including but not limited to determining the determine time of buy-back, period of buy-back,buy-back price and number of shares to buy back, etc.;
    2. notify creditors and issue announcements pursuant to the requirements of the laws and regulations such as Company Law and the articles of association of the Company;

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NOTICE OF H SHAREHOLDERS' CLASS MEETING

    1. open overseas share accounts and money accounts and to carry out related change of foreign exchange registration procedures;
    2. carry out relevant procedures or filing procedures (if any) pursuant to the applicable laws, regulations and rules; and
    3. carry out cancelation procedures for bought back shares, make corresponding amendments to the articles of association of the Company relating to, among others, share capital and shareholdings, and carry out modification registrations and make filings.
  2. Authorisation period
    The period of above general mandate shall not exceed the relevant period (the "Relevant Period"). The Relevant Period commences from the day when the authority conferred by this special resolution is approved by a special resolution of shareholders at the annual general meeting of the Company and ends at the earlier of:
    1. the conclusion of the next annual general meeting of the Company following the date of passing of this resolution;
    2. the expiration of a period of twelve months following the passing of this special resolution at the Annual General Meeting, the class meeting of holders of domestic shares of the Company and the H Shareholders' Class Meeting; or
    3. the date on which the authority conferred by this resolution is revoked or varied by a special resolution of shareholders at a general meeting, or a special resolution of shareholders at a class meeting of holders of domestic shares of the Company or a class meeting holders of H shares of the Company,

By Order of the Board

Jinke Smart Services Group Co., Ltd.

Xia Shaofei

Chairman

Hong Kong, 23 April 2021

Notes:

  1. All resolutions at the H Shareholders' Class Meeting will be taken by poll 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 The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.jkpsc.cn) in accordance with the Listing Rules.
  2. Holders of H share(s) of the Company ("H Shareholders") are eligible for attending the H Shareholders' Class Meeting. H Shareholders entitled to attend and vote at the H Shareholders' Class Meeting convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the H Shareholders' Class Meeting and vote instead of him/her. A proxy need not be a shareholder of the Company. If more than one proxy is

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NOTICE OF H SHAREHOLDERS' CLASS MEETING

appointed, the number of H shares of the Company in respect of which each such proxy so appointed must be specified in the relevant proxy form. Every H Shareholder present in person or by proxy shall be entitled to one vote for each H share of the Company held by him/her.

  1. In order to be valid, the proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be completed and returned to the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 24 hours before the time appointed for the H Shareholders' Class Meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude H Shareholders from attending and voting at the H Shareholders' Class Meeting or any adjourned meeting thereof should he/she so wish.
  2. For determining the entitlement to attend and vote at the H Shareholders' Class Meeting, the register of members of the Company will be closed from Thursday, 20 May 2021 to Tuesday, 25 May 2021 (both dates inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the H Shareholders' Class Meeting, H Shareholders whose transfer documents have not been registered are required to submit the share certificates together with the properly completed share transfer forms to the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Tuesday, 18 May 2021 for registration.
  3. The instrument appointing the proxy must be in writing and signed by the appointor or his/her attorney duly authorised in writing, or if the appointer is a legal person, either under a legal person's seal or signed by its director or an attorney duly authorised in writing.
  4. The H Shareholders' Class Meeting (or any adjournment thereof) is expected to take no more than half a day. H Shareholders or their proxies attending the H Shareholders' Class Meeting (or any adjournment thereof) shall bear their own travelling and accommodation expenses.

As at the date of this notice, the Board comprises Mr. Xia Shaofei, Mr. Luo Chuansong and Mr. Xu Guofu as executive Directors, Mr. Luo Licheng, Mr. Liang Zhongtai and Mr. Li Nan as non-executive Directors, and Mr. Cao Guohua, Ms. Yuan Lin and Mr. Chan Chi Fung Leo as independent non-executive Directors.

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Jinke Smart Services Group Co. Ltd. published this content on 22 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2021 12:17:08 UTC.