ELECTION AND RE-ELECTION OF MEMBERS OF NEW SESSION OFTHE BOARD OF DIRECTORS AND SUPERVISORY COMMITTEEANDPROPOSED APPOINTMENT OF AUDITORSANDNOTICE OF ANNUAL GENERAL MEETING

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 registered institution in securities bank manager solicitor professional accountant or other professional advisor.If you have sold or transferred all your shares in Tianjin Jinran Public Utilities Company Limited you should hand this circular and the proxy form at once 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 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.天津津燃公用事业股份有限公司 Tianjin Jinran Public Utilities Company Limited (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 01265) ELECTION AND RE-ELECTION OF MEMBERS OF NEW SESSION OF THE BOARD OF DIRECTORS AND SUPERVISORY COMMITTEE AND PROPOSED APPOINTMENT OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING The notice convening the AGM to be held on 27 June 2024 is set out on pages 23 to 25 of this circular. Proxy form for use by the Shareholders in connection with the AGM is available on the Stock Exchange’s website (www.hkexnews.hk) and the Company’s website (www.jinrangongyong.com).Whether or not you are able to attend the AGM you are reminded to complete the proxy form in accordance with the instructions thereon and send the proxy form to the office of the Company at 5th Floor Court A No. 28 Nankai Fourth Road Nankai District Tianjin PRC (for holders of Domestic Shares) or to the office of the Company’s H Share Registrar Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong (for holders of H Shares) as soon as practicable and in any event not later than 24 hours before the time appointed for holding of the AGM (or where applicable any adjournment thereof). Completion and delivery of the proxy form will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) if you so wish and in such event the instrument appointing the proxy shall be deemed to be revoked.All times and dates specified herein refer to local times and dates of Hong Kong. 5 June 2024CONTENTS Page Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Appendix – Biography of the candidates proposed for 　election or re-election at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . 13 Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 – i –DEFINITIONS The following words and phrases used in this circular have the same meanings set out below unless the context requires otherwise: “AGM” the annual general meeting of the Company to be convened and held on 27 June 2024 (or any adjournment thereof) “Articles” the articles of association of the Company “Audit Committee” the audit committee of the Board “Board” the board of Directors “Company” 天津津燃公用事业股份有限公司 (Tianjin Jinran Public Utilities Company Limited) a joint stock limited company incorporated in the PRC whose H Shares are listed on the Stock Exchange “controlling shareholder(s)” has the meaning ascribed to it under the Listing Rules “Director(s)” director(s) of the Company “Domestic Share(s)” ordinary domestic share(s) of nominal value of RMB0.10 each in the registered capital of the Company which are subscribed for in RMB “H Share(s)” overseas listed foreign invested share(s) of nominal value of RMB0.10 each in the share capital of the Company which are listed on the main board of the Stock Exchange “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Jinran China Resources” 津燃华润燃气有限公司 (Jinran China Resources Gas Co. Ltd) a company established in the PRC with limited liability; and a controlling shareholder of the Company “KPMG” KPMG Huazhen LLP “Latest Practicable Date” 31 May 2024 being the latest practicable date prior to the publication of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange – 1 –DEFINITIONS “Nomination Committee” the nomination committee of the Board “PRC” or “China” the People’s Republic of China which for the purposes of this circular only excludes Hong Kong the Macau Special Administrative Region of the People’s Republic of China and Taiwan “Remuneration Committee” the remuneration committee of the Board “RMB” Renminbi the lawful currency of the PRC “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” share(s) of the Company including Domestic Share(s) and H Share(s) unless specified otherwise “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules “Supervisor(s)” supervisor(s) of the Company “Supervisory Committee” the supervisory committee of the Company “Tianjin Energy” 天津能源投资集团有限公司 (Tianjin Energy Investment Company Limited) a state-owned enterprise established in the PRC with limited liability and an indirect holding company of Jinran China Resources as of the Latest Practicable Date “Tianjin Energy Finance” 天津能源集团财务有限公司 (Tianjin Energy Group Finance Company Limited) “Tianjin Gas” 天津市燃气集团有限公司 (Tianjin Gas Group Company Limited) “Wuyige CPA” 大信会计师事务所（特殊普通合伙）(Wuyige Certified Public Accountants LLP) “%” per cent.In this circular certain Chinese names of institutions natural persons or other entities have been translated into English and included as unofficial translations for identification purpose only.In the event of any inconsistency the Chinese names shall prevail.– 2 –LETTER FROM THE BOARD天津津燃公用事业股份有限公司 Tianjin Jinran Public Utilities Company Limited (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 01265) Executive Directors: Legal address: Mr. Wang Cong (Chairman of the Board) Weishan Road Ms. Tang Jie Chang Qing Science Industry and Trade Park Mr. Sun Liangchuan Jinnan District Tianjin PRC Non-executive Directors: Ms. Wu Fang Principal place of business in the PRC: Ms. Guan Na 5th Floor Court A Mr. Zhang Jinghan No. 28 Nankai Fourth Road Nankai District Independent non-executive Directors: Tianjin PRC Mr. Zhang Ying Hua Mr. Yu Jian Jun Mr. Guo Jia Li 5 June 2024 To Shareholders: Dear Sirs or Madams ELECTION AND RE-ELECTION OF MEMBERS OF NEW SESSION OF THE BOARD OF DIRECTORS AND SUPERVISORY COMMITTEE AND PROPOSED APPOINTMENT OF AUDITORS INTRODUCTION The purpose of this circular is to give you notice of the AGM and to provide information in relation to the resolutions to be proposed at the AGM.– 3 –LETTER FROM THE BOARD ELECTION AND RE-ELECTION OF MEMBERS OF NEW SESSION OF THE BOARD OF DIRECTORS AND SUPERVISORY COMMITTEE Pursuant to article 67 of the Articles the Directors shall be elected at the shareholders’ general meeting and their term of office shall be three years. Upon conclusion of such term a Director shall be eligible for re-election. The current term of office of the Directors will conclude soon. As set out in the Company’s announcement dated 9 May 2024 the following Directors will not stand for re-election at the AGM and will retire as a Director upon conclusion of the current term: Ms. Wu Fang (a non-executive Director); Ms. Guan Na (a non-executive Director); Mr. Zhang Ying Hua (an independent non-executive Director); and Mr. Guo Jia Li (an independent non- executive Director). All of the remaining Directors being eligible have offered himself/herself for re-election at the AGM.Ms. Sha Caiping and Mr. Yang Zufeng have been nominated for election as new non- executive Directors; and Ms. Ji Xuefeng and Mr. Bai Mo have been nominated for election as new independent non-executive Directors at the AGM.Separate resolutions will be proposed at the AGM for the election/re-election of the following candidates as Directors: Executive Directors: Mr. Wang Cong Ms. Tang Jie Mr. Sun Liangchuan Non-executive Directors: Ms. Sha Caiping Mr. Yang Zufeng Mr. Zhang Jinghan Independent non-executive Directors: Mr. Yu Jian Jun Ms. Ji Xuefeng Mr. Bai Mo – 4 –LETTER FROM THE BOARD Pursuant to article 95 of the Articles the term of office of the Supervisors shall be three years for each session and the Supervisors shall be eligible for re-election. The current term of office of the Supervisors will conclude soon. As set out in the Company’s announcement dated 9 May 2024 Ms. Xu Hui (an independent Supervisor) will not stand for re-election at the AGM. Mr. Xu Peng (a Shareholders’ representative Supervisor) and Mr. Liu Zhi Yuan (an independent Supervisor) being eligible have offered themselves for re-election at the AGM. Mr. Bian Hong have been nominated for election as a new independent Supervisor at the AGM.Ms. You Hui Yan and Ms. Zhang Tingting (each a staff representative Supervisor) have been re-elected at the staff representative meeting.The recommendation of the Board and the Nomination Committee The Company identifies new candidates for nomination of Board membership in accordance with the Company’s Nomination Policy. Candidates for nomination to the Board (in particular for nomination as independent non-executive Director) are identified through network and contacts of the Company and from professional associations based on (among other things) personal competence qualities and willingness. The Nomination Committee has considered the proposed election/re-election of the aforesaid candidates and has made its recommendation to the Board. The Board taking into account such recommendation and based on the Board’s assessment considered and approved the resolutions regarding election/re-election to be put forward for the Shareholders’ consideration (and if thought fit approval). Members of the Nomination Committee and members of the Board (as the case maybe) have abstained from the assessment and voting regarding their respective re-election when it was considered by the Nomination Committee and the Board.In the above course the Nomination Committee considered and assessed the suitability of each of the candidates proposed for election/re-elecion with reference to the Company’s Nomination Policy. The Nomination Committee assessed (among other factors): the background (including qualification knowledge skills and experiences) of each candidates to be proposed for election/re-election his/her individual character integrity and ability his/her contribution to the Board his/her willingness to devote sufficient time and commitment to discharge duties and (with respect of the independent non-executive Directors) his/her independence. Other factors including the Group’s business and operations its objective and strategy the structure and size of the Board and various diversity aspect (including gender age cultural educational background ethnicity professional experience length of service) with reference to the Company’s Board Diversity Policy have also been considered.– 5 –LETTER FROM THE BOARD The Board and the Nomination Committee noted that Mr. Yu Jian Jun (an independent non-executive Director) has been serving the Company since June 2015. He will be acting as an independent non-executive Director for more than nine years upon completion of the forthcoming term if he is re-elected at the AGM. In accordance with paragraph B.2.3 of Part 2 of the Corporate Governance Code (Appendix C1 to the Listing Rules) separate resolution will be proposed at the AGM regarding his re-election. The Board and the Nomination Committee believe that the assessment of a director’s independence and his suitability to the position should not be defined by the length of tenure but on a case-by-case basis with reference to the director personal qualities and the nature of the Company’s business. The Board and the Nomination Committee noted that: (1) Mr. Yu has confirmed his fulfilment of all the factors for assessing independence set out in Rule 3.13 of the Listing Rules (2) he has not been involved in the daily management of the Company (3) he is not in any relationship which would interfere with his exercise of independent judgement and (4) taking into account factors in the preceding paragraphs (in particular Mr. Yu’s background and past performance) the Nomination Committee and the Board are not aware of any circumstance which are likely to hinder Mr. Yu’s independence. In addition Mr. Yu is a professor specializing in gas engineering. He has extensive knowledge in natural gas operation and engineering and has qualitative and comprehensive insight for the business and the Group’s operations. He has been making valuable contributions to the Board by bringing in fresh and professional perspectives providing constructive opinions and contribute to the diversity of the Board. The Board and the Nomination Committee believe Mr. Yu remains independent having regard to the criteria laid down in the Listing Rules and is able to continue to fulfil his role as an independent non-executive Director. The Board (having considered the recommendation of the Nomination Committee) believes that the different background and external experience of Mr. Yu have (and will continue to) benefit to the Company and the Shareholders as a whole. The Board recommends that Mr. Yu to be re-elected at the AGM.– 6 –LETTER FROM THE BOARD Each of Ms. Ji and Mr. Bai have also confirmed her/his respective fulfilment of all the criteria for assessing independence set out in Rule 3.13 of the Listing Rules. Having considered their confirmation and background the Board and the Nomination Committee are satisfied of their independence with reference to the Listing Rules. The Board and the Nomination Committee believe that the proposed appointment of Ms. Sha Mr. Yang Ms. Ji and Mr. Bai could bring fresh perspective from their respective professions gender and background and contribute to the diversity of skills expertise and background the Board. In particular Ms. Sha is familiar with the Company’s business and operations and has rich knowledge and experience in the fields of gas engineering and business; Mr. Yang has rich knowledge and experience in the fields of gas engineering and business; Ms. Ji is an experienced lawyer who possesses extensive knowledge and understanding of different areas in the legal field and Mr. Bai is a learned professor in accounting finance. The Company has also discussed with Ms. Ji and Mr. Bai to understand their other engagements and commitment and both of them are devoted to provide sufficient time and attention to the Company’s affairs. The Board and the Nomination Committee believe that having Ms. Sha Mr. Yang Ms. Ji and Mr. Bai as members of the Board will be valuable to the Company and the Shareholders as a whole. The Board recommends that Ms. Sha Mr. Yang Ms. Ji and Mr. Bai be elected at the AGM.The Board and the Nomination Committee have also considered the proposed re-election of other Directors (namely Mr. Wang Ms. Tang Mr. Sun and Mr. Zhang) with reference to the factors mentioned above. The Board and the Nomination Committee have acknowledged the past performance of these Directors and believe that their re-election will contribute to the stability and continual development of the Company. The Board recommends that each of the other candidates for Board membership be re-elected at the AGM.Each members of the Nomination Committee has abstained from voting when his/her re- election was considered by the Nomination Committee and each Director candidate has abstained from voting when his/her re-election was considered by the Board.Proposed remuneration of Directors and Supervisors Below sets forth the proposed remuneration of the Directors and Supervisors: 1. For each executive Director: Annual basic remuneration of RMB50000 which will be reviewed and adjusted according to (among other matters) his/her individual performance from time to time (Note).Each of Mr. Wang Cong and Mr. Sun Liangchuan has waived his annual basic remuneration.– 7 –LETTER FROM THE BOARD 2. For each non-executive Director: Annual basic remuneration of RMB50000 which will be reviewed and adjusted according to (among other matters) his/her individual performance from time to time (Note).Each non-executive Director has waived his/her annual basic remuneration. 3. For each independent Annual basic remuneration of RMB50000 (Note) . non-executive Director: 4. For each Supervisor: Annual basic remuneration of RMB50000 in respect of his/her roles as Supervisor.Each Supervisor (other than the independent Supervisors) has waived his/her annual basic remuneration.Note: Each Director will be entitled to pension contribution and benefits. The Company may provide discretionary bonus(es) to the Directors.The proposed remuneration packages of the Directors and the Supervisors were determined based on the Company’s Remuneration Policy for Directors and for Supervisors taking into account a variety of factors such as roles and responsibilities to be assumed by him/her in the Group his/her individual qualifications and experience the actual circumstances of the Company and the market remuneration standard and conditions in China.A resolution will be proposed at the AGM to seek the Shareholders’ approval of the remuneration of the Directors and Supervisors.Biography of the candidates proposed for election/re-election at the AGM are set out in the Appendix to this circular.PROPOSED APPOINTMENT OF AUDITORS KPMG completed the audit work of the Company for the year ended 31 December 2023.KPMG’s existing term of appointment of one year is scheduled to expire and pursuant to the Articles (which stipulates that an accounting firm appointed by the Company shall hold office until the conclusion of the next annual general meeting) KPMG will retire upon the conclusion of the AGM.– 8 –LETTER FROM THE BOARD In light of KPMG’s scheduled retirement the Company conducted a selection process for the procurement of audit services for the year ending 31 December 2024. The process was overseen by the Audit Committee. The Company has an internal policy requiring an open tender to be performed for procurement of services (non-engineering) with a contractual amount of over RMB1 million sofar as practicable. The “Measures for Administration of Selection and Engagement of AccountingFirms by State-Owned Enterprises and Listed Companies”（国有企业上市公司选聘会计师事务所管理办法）（财会 [2023] 4号）(the “Measures”) promulgated by the Ministry of Finance PRC (“MOF”) the State-owned Assets Supervision and Administration Commission of the State Council (“SASAC”) and the China Securities Regulatory Commission (“CSRC”) on 20 February 2023and the “Notice on Better Supervision on Work on Selection of Accounting Firm by Enterprisesfrom SASAC of City Government”（市国资委关于进一步做好监管企业选聘会计师事务所工作的通知（津国资财经 [2023] 46号） promulgated by the SASAC of Tianjin City Government on 6 November 2023 provide valuable references to the Company with respect to (among other things) the procedures and factors to be considered in the fair competition and selection of auditors through competitive negotiation open tender invitation to bid and other engagement method that may allow a full understanding of the competence of accounting firm. In light of (i) the requirements on auditors’ retirement and re-election (ii) the Company’s internal procedures requiring an open tender to be performed and (iii) the valuable references on fair and just selection and engagement selection of accounting firm under the Measures the Company conducted an open tender in the selection of auditors and four accounting firms (all being eligible audit firms in Chinese Mainland approved by the MOF and CSRC to provide audit services to H-share enterprises including KPMG and Wuyige CPA) participated therein. Among other things the participating firms were requested to provide: information and qualifications (such as copies of licenses certificates similar work performed for listed companies (in particular enterprises engaging in business of similar or related nature with that of the Company)) of the accounting firm and of the members of the proposed engagement team; information about their capacity and plans for the current financial year; their work proposal (such as their audit plan methodology and how these will be implemented); their working timetable; their resources culture values ethics and professional conducts; their internal coordination and mechanisms quality management and control procedures; and their fee proposal etc.. The Company considers that having such process is part of the measures for continual enhancement of impartiality and fairness in procurement of professional services and could encourage competitive audit quality and fee.– 9 –LETTER FROM THE BOARD Through the process factors including (without limitation) the eligibility and qualifications of the participating firms the scope audit proposal fees and other terms offered by these firms their independence reputation composition of engagement team their technical competencyexperience capacity and resources and matters relating to change of auditors in the “Guidelinesfor Effective Audit Committees – Section 2 Selection and appointment of auditors” issued by the Accounting and Financial Reporting Council (“AFRC”) and the “Guidance Notes on Change ofAuditors” published by AFRC (as they may be applicable to the Company’s circumstances) have been considered. Wuyige CPA was selected through the process. In particular having considered (among other matters) the following factors the Company believes that Wuyige CPA has the expertise and competence to perform quality audit: (1) their experiences in providing audit and accounting services to enterprises operating in China (in particular enterprises listed on domestic stock exchanges in Chinese Mainland or H-share enterprises who are principally engaged in the gas energy and public utilities fields) and that they were approved by the MOF and CSRC to provide audit services to H-share enterprises in 2010 (among one of the first batch of domestic accounting firms obtaining such approval); (2) the composition and structure of the engagement team (including their qualification the number of certified public accountants involved the individual experiences of the partners and other members and their communication with the Company; and (3) the quality management and control procedures information security and other governance and internal mechanisms demonstrated by Wuyige CPA.The Company has received a confirmation from KPMG confirming that there are no matters in respect of the circumstances leading to their cessation as the Company’s auditor which in their opinion need to be reported to the Company. The Company confirmed that it is not aware of any disagreements or outstanding matters between the Company and KPMG or other matters in relation to the proposed change of auditor that need to be brought to the attention of the Shareholders. More information about the retirement of auditors is set out in the Company’s announcement dated 9 May 2024. With the recommendation of the Audit Committee the Board has resolved to propose an ordinary resolution at the AGM for the appointment of Wuyige CPA as the new independent auditors of the Company and for the approval of its remuneration (being RMB1.1 million (tax inclusive)).The Company and the Audit Committee are of the view that the proposed change of auditors would not have any material negative impact on the Group and is in the interest of the Company and the Shareholders as a whole.– 10 –LETTER FROM THE BOARD AGM The notice of AGM is set out on pages 23 to 25 of this circular. Pursuant to the Listing Rules voting at the AGM shall be taken by poll except where the chairman of the AGM in good faith decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.Whether or not you are able to attend (if you are so entitled to) the AGM you are reminded to complete the proxy form in accordance with the instructions thereon and send the proxy form to the office of the Company at 5th Floor Court A No. 28 Nankai Fourth Road Nankai District Tianjin PRC (for holders of Domestic Shares) or to the office of the Company’s H Share Registrar Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong (for holders of H Shares) as soon as practicable and in any event not later than 24 hours before the time appointed for holding of the AGM (or where applicable any adjournment thereof). Completion and delivery of the proxy form will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) if you so wish and in such event the instrument appointing a proxy shall be deemed to be revoked.To the best of the Directors’ knowledge information and belief after having made all reasonable enquiries as of the Latest Practicable Date no Shareholder is required to abstain from voting at the AGM.CLOSURE OF REGISTER OF MEMBERS The register of members of the Company will be closed to ascertain the Shareholders who are entitled to attend and vote at the AGM from 24 June 2024 (Monday) to 27 June 2024 (Thursday) both days inclusive during which period no change to the register of members will be allowed and no transfer of shares will be registered. Shareholders whose names appear on the register of members of the Company on 27 June 2024 (Thursday) are entitled to attend the AGM and to vote thereat.To be entitled to attend the AGM and to vote threat all transfer of H Shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the transfer office of the Company’s H Share Registrar Computershare Hong Kong Investor Services Limited at Shops 1712-16 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong by 4:30 p.m. 21 June 2024 (Friday). – 11 –LETTER FROM THE BOARD RECOMMENDATION The Directors believe that each of the resolutions to be proposed at the AGM is in the interests of the Company and the Shareholders as a whole. Accordingly the Directors recommend the Shareholders to vote in favour of all the resolutions.By order of the Board Tianjin Jinran Public Utilities Company Limited Wang Cong Chairman of the Board – 12 –APPENDIX BIOGRAPHY OF THE CANDIDATES PROPOSED FOR ELECTION OR RE-ELECTION AT THE AGM FOR ELECTION/RE-ELECTION AS DIRECTORS Name: Key position(s) in the Company: Age: Wang Cong（王聪） Chairman of the Board 41 Executive Director Chairman of the Nomination Committee Legal representative Tang Jie（唐洁） Executive Director 56 Sun Liangchuan（孙良传） Executive Director 49 General manager Authorised representative under the Listing Rules Sha Caiping（沙彩萍） Proposed non-executive Director (Note) 48 Yang Zufeng（杨祖峰） Proposed non-executive Director 41 Zhang Jinghan（张镜涵） Non-executive Director 37 Yu Jian Jun（玉建军） Independent non-executive Director 60 Member of the Audit Committee Member of the Nomination Committee Ji Xuefeng（纪雪峰） Proposed independent non-executive Director (Note) 46 Bai Mo（白默） Proposed independent non-executive Director (Note) 47 Note: Subject to them being elected as non-executive Directors and independent non-executive Directors (as the case may be) at the AGM it is expected that (a) Ms. Sha Caiping will take up the role of a member of the Remuneration Committee; (b) Mr. Bai Mo will take up the role of the chairman of the Audit Committee and a member of the Remuneration Committee; and (c) Ms. Ji Xuefeng will take up the role of the chairman of the Remuneration Committee a member of the Audit Committee and a member of the Nomination Committee.– 13 –APPENDIX BIOGRAPHY OF THE CANDIDATES PROPOSED FOR ELECTION OR RE-ELECTION AT THE AGM Mr. Wang Cong（王聪） graduated from the Northeast Electric Power School (now known as the Northeast Electric Power University) in China in July 2004 with a Bachelor of Management.He obtained a Master of Accountancy from the Nankai University in China in June 2011. Mr. Wang holds the qualification of a senior accountant in China. He was awarded the legal professional qualification certificate by the Ministry of Justice of the People’s Republic of China in April 2022.Mr. Wang has been the financial controller of Jinran China Resources since November 2022 and the general counsel of Jinran China Resources since February 2024. He has over 19 years of working experience in entities engaging in heating and/or energy business (such as Tianjin Chentang Thermal Power Co. Ltd. Tianjin Jinneng Investment Company and Tianjin Jinneng Binhai Thermal Power Co. Ltd.). Among these working experiences he worked in Tianjin Energy from November 2013 to November 2022 and had been (among others) an assistant to the manager of the finance department and was promoted to the role of a deputy manager of the finance department.He also undertook the role of a deputy general manager (in charge) of Tianjin Energy Finance from December 2021 to August 2022 and subsequently the general manager of Tianjin Energy Finance from August 2022 to November 2022. As of the Latest Practicable Date Mr. Wang also acted as a director or supervisor in entities which is controlled or invested in by Tianjin Energy and/or itsassociated companies (including his directorship in Tianjin Jinneng Co. Ltd（. 天津津能股份有限公司） and his role as supervisor in Tianjin Jinneng Pipe Co. Ltd（. 天津市津能管业有限公司））.He has been the party branch secretary of the Company since January 2024.He joined the Group and was appointed as an executive Director with effect from 19 February 2024. He has entered into a service contract with the Company. Under the aforesaid service contract he is entitled to an annual basic remuneration of RMB50000 (which Mr. Wang has waived the same) and is be entitled to pension contribution benefits and is eligible discretionary bonus.Ms. Tang Jie（唐洁） graduated from the Tianjin Institute of Finance (now known as the Tianjin University of Finance and Economics) majoring in accounting in 1991. She is one of the promoters of the Company and had been working for the Company as an accountant and deputy general manager in the account department since December 1998. She was appointed as a deputy general manager of the Company in 2001. She was appointed as an executive Director on 28 December 2001.Ms. Tang held 41700000 Domestic Shares (representing approximately 2.27% of the issued Shares) as of the Latest Practicable Date.She has entered into a service contract with the Company. Under the aforesaid service contract she is entitled to an annual basic remuneration of RMB50000 and is entitled to pension contribution benefits and is eligible for discretionary bonus. She received an aggregate remuneration of RMB50000 (including discretionary bonuses and benefits) for the year ended 31 December 2023.– 14 –APPENDIX BIOGRAPHY OF THE CANDIDATES PROPOSED FOR ELECTION OR RE-ELECTION AT THE AGM Mr. Sun Liangchuan（孙良传） obtained a bachelor’s degree of Urban Gas Engineering from Tianjin Chengjian University (formerly known as Tianjin Institute of Urban Construction) in July 1996. He has been conferred the qualification of senior engineer by the Engineering Technology and Civil Engineering Professional Evaluation Committee of the Tianjin Municipal Personnel Bureau since December 2007. He joined Tianjin Binhai Gas Group Company Limited in August 2012 and has undertaken various positions. Among others he served as a deputy chief engineer and minister of planning and construction from August 2012 to November 2015 as an assistant to the general manager from November 2015 to April 2018 and was appointed as a deputy general manager in April 2018. He was appointed as the general manager of the Company on 22 May 2020 and was appointed as an executive Director on 29 June 2020.He has entered into a service contract with the Company. Under the aforesaid service contract he is entitled to an annual basic remuneration of RMB50000 (which Mr. Sun has waived the same) and is entitled to pension contribution benefits and is eligible for discretionary bonus.He received an aggregate remuneration of approximately RMB516062 (including discretionary bonuses and benefits) for the year ended 31 December 2023.Mr. Zhang Jinghan（张镜涵） is qualified as an economist (Specialty: Business management) in China. He studied in Northeast Normal University in China in 2009 majoring in international politics and obtained a master’s degree in laws from Tianjin Normal University inJune 2012 majoring in international politics. Mr. Zhang joined Tianjin Thermal Power Co. Ltd（. 天津市津燃热电有限公司） in July 2012 and was seconded to Tianjin Gas as the general manager office secretary and he continued to acted in such position up to October 2012. He was the general manager office secretary of Tianjin Gas from October 2012 to December 2012. He joined Jinran China Resources in December 2012. He served as the general manager officer secretary from December 2012 to July 2019 and became the temporary person-in-charge of the general manager office in July 2019. He subsequently held the position as a deputy head (in charge) of the general manager office from August 2020 to October 2021. He joined the strategic planning department of Jinran China Resources as its deputy manager (in charge) in October 2021 and is now the manager of the department.He was appointed as a non-executive Director with effect from 1 August 2022.He has entered into a service contract with the Company. Under the aforesaid service contract he is entitled to an annual basic remuneration of RMB50000 (which he has waived the same) and is entitled to pension contribution benefits and is eligible for discretionary bonus. He did not receive any remuneration (including discretionary bonuses and benefits) for the year ended 31 December 2023. – 15 –APPENDIX BIOGRAPHY OF THE CANDIDATES PROPOSED FOR ELECTION OR RE-ELECTION AT THE AGM Ms. Sha Caiping（沙彩萍） graduated from Tianjin Urban Construction Institute (now known as Tianjin Chengjian University) majoring in urban gas engineering in July 1997. Ms.Sha was educated at the graduate school of the Party School of the Central Committee of C.P.C specializing in economics law between September 2005 and July 2008. She was conferred the qualification of a senior engineer in China.Ms. Sha joined Tianjin City Tanggu Gas Co. Limited（天津市塘沽燃气有限公司formerly known as Tianjin City Tanggu Gas Corporation（天津市塘沽煤气公司）) in July 1997 and undertook various positions. Among other things she served as the head of the office of the manager the head of the party and mass office the chairman of the labour union and the assistant to manager and was appointed as the deputy manager from February 2012 to February 2019.Ms. Sha was the deputy general manager and the chairman of the labour union of the Company from February 2019 to October 2022. She is now a deputy head (in charge) of the customer service (hotline) centre of Jinran China Resources.If elected at the AGM Ms. Sha is expected to enter into a service contract with the Company under which she will be entitled to an annual basic remuneration of RMB50000 (which she has indicated that she will waive the same) and is entitled to pension contribution benefits and is eligible for discretionary bonus.Mr. Yang Zufeng（杨祖峰） graduated from Wuhan University of Science and Technology Zhongnan Branch majoring in engineering management in June 2006. Mr. Yang holds the qualification of a senior engineer in China.He participated in the management of the infrastructure engineering department of Tianjin Gas from August 2006 to January 2013. Mr. Yang joined the management of the infrastructure engineering department of Jinran China Resources in January 2013 and subsequently served as a deputy head of the department from May 2017 to January 2020. He was a deputy manager of the engineering management department of Jinran China Resources from January 2020 to March 2024 and he has been in charge of the work of the department since March 2024.– 16 –APPENDIX BIOGRAPHY OF THE CANDIDATES PROPOSED FOR ELECTION OR RE-ELECTION AT THE AGM If elected at the AGM Mr. Yang is expected to enter into a service contract with the Company under which he will be entitled to an annual basic remuneration of RMB50000 (which he has indicated that he will waive the same) and is entitled to pension contribution benefits and is eligible for discretionary bonus.Mr. Yu Jian Jun（ 玉建军） graduated from the School of Architecture of Tianjin University (now known as Tianjin Chengjian University) majoring in gas engineering in 1986. Mr. Yu is a professor and master advisor. He currently serves as a deputy head of the Department of Environment and Equipment Faculty of Energy and Safety Engineering Tianjin Chengjian University. He is a member of the China City Gas Society and a member of its Technology Committee. Mr. Yu is the deputy head of the City Construction Committee of Tianjin Democratic Construction Association and an expert appointed by the Planning Office of Tianjin City.He was appointed as an independent non-executive Director on 16 June 2015.He has entered into a service contract with the Company. Under the aforesaid service contract he is entitled to an annual basic remuneration of RMB50000 and is entitled to pension contribution benefits and discretionary bonus. He received an aggregate remuneration of RMB50000 for the year ended 31 December 2023.Ms. Ji Xuefeng（纪雪峰） graduated from Nankai University in China with a Bachelor of Arts specialising in English in June 2001 and was conferred a Juris Master degree by Nankai University in June 2004. She holds the qualification of second grade lawyer conferred by the Tianjin Municipal Human Resources and Social Security Bureau.Ms. Ji has been engaging in legal practice in China. Her practice areas include corporate and commercial law international investment/finance restructuring merger and acquisitions and finance. Since January 2019 she has been a director of Anli (Tianjin) Partners. Ms. Ji was awarded the title of “The Belt and Road Initiative Top Ten Lawyers” in December 2019.– 17 –APPENDIX BIOGRAPHY OF THE CANDIDATES PROPOSED FOR ELECTION OR RE-ELECTION AT THE AGM As of the Latest Practicable Date Ms. Ji is a vice-director of Tianjin Lawyers Association; a member of the Pool of Chief Legal Consultation Experts of Tianjin Law Society; a representative of Tianjin People’s Congress; a representative of Heping District of Tianjin People’s Congress; an expert from the First Major Administrative Decision-Making Consultation and Argumentation of Tianjin Municipal People’s Government; a coordinator of Spain Working Group by the Belt and Road International Lawyers Association; a member of the team of lawyers of the Fifth Session of the Typical Cases of “Belt and Road” Legal Services providing special legal services for a cross- border equity transfer and exchange project; one of the authors of the Legal Environment Report of the “Belt and Road” Countries of All China Lawyers Association; a director of the Northern International Trust Co. Ltd.; a part-time external director of Tianjin Bincheng Marine Culture Tourism Development Co. Ltd.; a supervisor of China Chamber of International of Commerce (Tianjin); an expert in the Public-Private Partnership (PPP) Expert Database of Tianjin Municipal Finance Bureau; an arbitrator of the Tianjin Arbitration Commission; an arbitrator of the Xi’an Arbitration Commission; a supervisor of the Tianjin People’s Procuratorate; a vice president of and expert of the expert committee of Tianjin Foreign Economic Cooperation Association and a councilor of the China Public Relations Association; and a vice president of the Tianjin Public Relations Association.If elected at the AGM Ms. Ji is expected to enter into a service contract with the Company under which she will be entitled to an basic annual remuneration of RMB50000 pension contribution benefits and is eligible for discretionary bonus.Mr. Bai Mo（ 白默） graduated from the School of Business and Tourism Management of Shenyang University China with a bachelor’s degree in economics in July 1999. He obtained a master’s degree in management from Shenyang University in June 2003. He was conferred a Doctorate in Management by Nankai University specializing in business administration and accounting in December 2011.– 18 –APPENDIX BIOGRAPHY OF THE CANDIDATES PROPOSED FOR ELECTION OR RE-ELECTION AT THE AGM Mr. Bai was appointed as a professor of Tianjin University of Commerce China in December 2017. Currently he is an associate dean (in charge) of the Accounting School and a professor in the Financial Management Department of the Tianjin University of Commerce China. He was a visiting scholar of the University of Sydney Australia from 13 August 2019 to 23 August 2019.As of the Latest Practicable Date he is a council member of the Financial and Costs Branch of the Accounting Society of China. He is an external director of Tianjin Hi-Tech Group (since March 2024) and Tianjin Water Planning Survey and Design Co. Ltd (since September 2021). If elected at the AGM Mr. Bai is expected to enter into a service contract with the Company under which he will be entitled to a basic annual remuneration of RMB50000 pension contribution benefits and is eligible for discretionary bonus.Other Matters If elected/re-elected the new session of the Board shall be for a term of three years from the conclusion of the AGM and ending on the conclusion of the Company’s annual general meeting to be held in 2027 subject to early termination and other provision in the Articles and individual’s service contract. The Company and the Directors are expected to enter into new service contract with respect to the new session.Each of the above Directors/director candidates has confirmed that save as disclosed in this circular (i) he/she did not have other relationship with any Director senior management substantial or controlling shareholder of the Company as of the Latest Practicable Date (ii) he/she did not currently hold other position(s) within the Group; (iii) he/she did not hold other directorship(s) in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) he/she does not currently have other interest in the shares of the Company and its associated corporations within the meaning of Part XV of the SFO.Save as disclosed in this circular each of the above Directors/director candidates has confirmed (and the Company is not aware of) any other matters in relation to the his/her election/re-election that need to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules or that need to be brought to the attention of Shareholders.– 19 –APPENDIX BIOGRAPHY OF THE CANDIDATES PROPOSED FOR ELECTION OR RE-ELECTION AT THE AGM FOR ELECTION/RE-ELECTION AS SUPERVISORS Name: Key position(s) in the Company: Age: Xu Peng（徐鹏） Shareholders’ representative supervisor 47 Liu Zhi Yuan（刘志远） Independent supervisor 60 Bian Hong（边泓） Proposed independent supervisor 55 Mr. Xu Peng（ 徐鹏） graduated from Nankai University in China in July 2000 majoring in accounting (correspondence education). Mr. Xu is qualified as a senior accountant (Specialty: Corporate accounting) a certified public accountant and a certified tax agent in China. Mr. Xu has been a deputy finance director and the manager of the finance department of Jinran China Resources since December 2019. Mr. Xu joined Zhengzhou Gas Company（ 郑州燃气公司） as a finance staff of the labour union and technical association of Zhengzhou Gas Company in August 1995. He served as an accountant of the finance department of the labour union of Zhengzhou Gas Group （郑州燃气集团） and financial person-in-charge of Zhengzhou Gas Corporate Planning Company（ 郑燃企业策划公司） then an accountant of the finance and investment department and person-in-charge of the settlement center of Zhengzhou Gas Group and subsequently a deputy head of the finance and investment department of Zhengzhou Gas Group Company Ltd. consecutively between January 2000 to June 2007. From June 2007 to May 2011 he was the head of the finance and investment department of Nanyang Zhengran Gas Co. Ltd.（南阳郑燃燃气有限公司）.Mr. Xu later served as a manager of the planning and finance department of China Resources Gas (Zhengzhou) Municipal Design & Research Institute Co. Ltd.（华润燃气（郑州）市政设计研究院有限公司） from June 2011 to May 2013. He was the financial controller of Datong China Resources Gas Co. Ltd（. 大同华润燃气有限公司） from June 2013 to September 2016 and the financial controller of Anyang China Resources Gas Co. Ltd（. 安阳华润燃气有限公司） from September 2016 to December 2019.He was appointed as a Supervisor with effect from 1 August 2022.He has entered into a service contract with the Company. Under the aforesaid service contract he is entitled to an annual basic remuneration of RMB50000 (which he has waived the same) pension contribution benefits and its eligible for discretionary bonus. He did not receive any remuneration for the year ended 31 December 2023.– 20 –APPENDIX BIOGRAPHY OF THE CANDIDATES PROPOSED FOR ELECTION OR RE-ELECTION AT THE AGM Mr. Liu Zhi Yuan（ 刘志远） graduated from Qinghai Normal University in China (formerly known as of Qinghai Normal College) majoring in physics in 1982. He obtained master and doctorate degree in Business Administration from Nankai University in China in 1987 and 1994 respectively. Since June 1987 Mr. Liu has been working in the Faculty of Business Nankai University and he was a deputy dean of the Faculty from 1997 to 2005. He currently serves as an independent director of Shanxi Huayang Group New Energy Co. Ltd. (Shanghai Stock Exchange Stock Code: 600348) whose shares are listed on the Shanghai Stock Exchange (the “SSE”). Mr.Liu also currently serves as an independent director of Tianjin Jinbin Development Co. Ltd.(SZSE Stock Code: 000897) and Henan Carve Electronics Technology Co. Ltd. (SZSE Stock Code: 301182) whose shares are listed on the Shenzhen Stock Exchange (the “SZSE”). Previously Mr. Liu served as an independent executive director of Shanghai Fudan Forward Science & Technology Company Limited (SSE Stock Code: 600624) from 30 June 2009 to 27 October 2015; an independent director of Luxshare Precision Industry Co. Ltd. (SZSE Stock Code: 002475) from 22 February 2009 to 17 April 2015; and was an independent director of Tianjin Motor Dies Co. Ltd. (SZSE Stock Code: 002510) an independent non-executive director of Zhejiang China Commodities City Group Co. Ltd. (SSE Stock Code: 600415) and an independent director of Tianjin Realty Development (Group) Co. Ltd. (SSE Stock Code: 600322).He was appointed as a Supervisor with effect from 22 June 2016.He has entered into a service contract with the Company. Under the aforesaid service contract he is entitled to an annual basic remuneration of RMB50000 and is entitled to pension contribution benefits and is eligible for discretionary bonus. He received an aggregate annual remuneration of RMB50000 for the year ended 31 December 2023.Mr. Bian Hong（边泓） graduated from Nankai University in China with a Bachelor of Economics in July 1991 majoring in Economic Information. He obtained a master and doctorate degree in accounting from Nankai University in July 1998 and December 2007 respectively. Mr.Bian obtained the qualification of associate professor in professional and technical positions from Nankai University in December 2008.Mr. Bian worked as an engineer (experimental technology series) at Nankai University from July 1991 to August 1998 and he has been as an associate professor of accounting at Nankai University from August 1998. He is also the deputy director of the Professional Degree Teaching Centre of the Faculty of Business Nankai University and a member of the Professional Degree Teaching Steering Committee of the Fifth Session of the Tianjin Municipal People’s Government Degree Committee.– 21 –APPENDIX BIOGRAPHY OF THE CANDIDATES PROPOSED FOR ELECTION OR RE-ELECTION AT THE AGM Mr. Bian currently serves as an independent director of Tianjin Tianyao Pharmaceutical Co.Ltd.（ SSE stock code: 600488) and Gosun Holdings Co. Ltd. (SZSE stock code: 000971).If elected at the AGM Mr. Bian is expected to enter into a service contract with the Company under which he will be entitled to an annual basic remuneration of RMB50000 and will be entitled to pension contribution benefits and is eligible for discretionary bonus.Other Matters If elected/re-elected the new session of the Supervisory Committee shall be for a term of three years from the conclusion of the AGM and ending on the conclusion of the Company’s annual general meeting to be held in 2027 subject to early termination and other provision in the Articles.The Company and the elected/re-elected Supervisors are expected to enter into new service contract with respect to the new session.Each of the above Supervisors/supervisor candidate has confirmed that save as disclosed in this circular (i) he did not have other relationship with any Director senior management substantial or controlling shareholder of the Company as of the Latest Practicable Date (ii) he did not currently hold other position(s) within the Group; (iii) he did not hold other directorship(s) in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) he does not currently have other interest in the shares of the Company and its associated corporations within the meaning of Part XV of the SFO.Save as disclosed in this circular each of the above Supervisors/supervisor candidate has confirmed (and the Company is not aware of) any other matters in relation to his election/re-election that need to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules or that need to be brought to the attention of Shareholders.– 22 –NOTICE OF AGM天津津燃公用事业股份有限公司 Tianjin Jinran Public Utilities Company Limited (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 01265) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Tianjin Jinran Public Utilities Company Limited (the “Company”) will be held at 2:00 p.m. on 27 June 2024 (Thursday) at 5th Floor Court A No. 28 Nankai Fourth Road Nankai District Tianjin the People’s Republic of China for the purposes of considering and if thought fit passing the following resolutions: ORDINARY RESOLUTIONS (1) To receive and adopt the audited financial statements and the reports of the directors supervisors and auditors of the Company for the year ended 31 December 2023. (2) To appoint Wuyige Certified Public Accountants LLP as the Company’s auditors and to approve their remuneration. (3) To re-elect or appoint (if applicable) the following candidates (each to be considered as a separate resolution) as: (i) executive directors of the Company: (a) Wang Cong (b) Tang Jie (c) Sun Liangchuan – 23 –NOTICE OF AGM (ii) non-executive directors of the Company: (a) Zhang Jinghan (b) Sha Caiping (c) Yang Zufeng (iii) independent non-executive directors of the Company: (a) Yu Jian Jun (b) Ji Xuefeng (c) Bai Mo (iv) shareholders’ representative supervisor of the Company: (a) Xu Peng (v) independent supervisors of the Company: (a) Liu Zhi Yuan (b) Bian Hong (4) To consider and approve the remuneration of the directors and supervisors of the Company respectively and the board of directors of the Company be authorised to approve the service contracts of the directors and supervisors of the Company and other relevant documents; and any executive director of the Company be authorised to sign on behalf of the Company all relevant contracts and other relevant documents and to deal with all other necessary relevant matters in connection therewith.By Order of the Board Tianjin Jinran Public Utilities Company Limited Wang Cong Chairman of the Board Tianjin PRC 5 June 2024 – 24 –NOTICE OF AGM Notes: (a) The register of members of the Company will be closed to ascertain the shareholders of the Company who are entitled to attend and vote at the AGM from 24 June 2024 (Monday) to 27 June 2024 (Thursday) both days inclusive during which period no change to the register of members will be allowed and no transfer of shares will be registered. Shareholders of the Company whose names appear on the register of members of the Company on 27 June 2024 (Thursday) are entitled to attend the AGM and to vote thereat. To be entitled to attend the AGM and to vote threat all transfer of H shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the transfer office of the Company’s H Share Registrar Computershare Hong Kong Investor Services Limited at Shops 1712-16 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong by 4:30 p.m. on 21 June 2024 (Friday).(b) Voting at the AGM shall be taken by poll except where the chairman of the AGM in good faith decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.(c) Shareholders of the Company entitled to attend and vote at the AGM are entitled to appoint a proxy to attend and vote on their behalf in accordance with the articles of association of the Company. A proxy need not be a shareholder of the Company. A shareholder holding two or more shares may appoint more than one proxy.Proxy form for use by the Shareholders in connection with the AGM is available on the Stock Exchange’s website (www.hkexnews.hk) and the Company’s website (www.jinrangongyong.com).To be valid the proxy form for the use of shareholders and if such proxy form is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority a notarially certified copy of that power of attorney or other authority must be delivered to the office of the Company at 5th Floor Court A No. 28 Nankai Fourth Road Nankai District Tianjin PRC (for holders of domestic shares) or to the office of the Company’s H Share Registrar Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong (for holders of H shares) as soon as practicable and in any event not later than 24 hours before the time appointed for holding of the AGM (or where applicable any adjournment thereof). Completion and delivery of the proxy form will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) if you so wish and in such event the instrument appointing a proxy shall be deemed to be revoked.(d) The AGM will be a physical meeting. Shareholders of the Company and proxies attending the AGM shall be responsible for their own transportation and accommodation expenses.Shareholders of the Company should make their own decision as to whether they would attend the AGM under bad weather conditions bearing in mind their own situation and if they should choose to do so they are advised to exercise care and caution.(e) The Company may implement changes on the AGM and precautionary measures as appropriate.(f) All times and dates specified herein refer to local times and dates of Hong Kong.–25–