Dynagreen Environmental Protection Group Co., Ltd. — AGM Information 2021

Apr 15, 2021

綠色動力環保集團股份有限公司 Dynagreen Environmental Protection Group Co., Ltd.*

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

(Stock Code: 1330)

PROXY FORM

For the 2020 Annual General Meeting of Dynagreen Environmental Protection Group Co., Ltd. to be held on Friday, 14 May 2021 and at any adjourned meeting thereof

I/We [(Note][1)] of [(Note][2)]

being the registered holder(s) of H shares [(Note][3)] with nominal value of RMB1.00 each in the share capital of Dynagreen Environmental Protection Group Co., Ltd. (the “Company”), hereby appoint the Chairman of the meeting [(Notes][4][and][5)] or of and/or of

of to act as my/our proxy to attend and vote for me/us and on my/our behalf at the 2020 Annual General Meeting (the “AGM”) of the Company to be held at Complex of Huizhou Dynagreen Environment Co., Ltd.*（惠州綠色動力環保有限公司）, No. 666, Lanzilong Garden, Tiantou Village, Shatian Township, Huiyang District, Huizhou, Guangdong , the PRC at 2:00 p.m. on Friday, 14 May 2021 and at any adjournment thereof and to exercise all rights conferred on proxies under law, regulation and the Articles of Association of the Company.

I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the AGM. Please indicate how you wish your vote(s) to be cast by ticking the appropriate box next to the resolution. [(Note][6)]

	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions		For	Against	Abstain
1.	to consider and approve the report of			the Board for the year
	2020
2.	to consider and approve the	report of the Supervisory
	Committee for the year 2020
3.	to consider and approve the report of			financial accounts for
	the year 2020
4.	to consider and approve the proposed profit distribution
	plan for the year 2020
5.	to consider and approve the proposed re-appointment of
	KPMG Huazhen LLP as the auditor of the Company to
	hold office until the conclusion of the next annual general
	meeting of the Company and to authorize the management
	to fix its remuneration for the year 2021
6.	to consider and approve the financial budget for the year
	2021
7.	to consider and approve the proposed provision of
	guarantees in respect of the fixed asset loans and banking
	facilities granted to subsidiaries by the Company for the
	year 2021
8.	to consider and approve the appraisal for the year 2020 and
	proposed remuneration packages for the year 2021 of the
	Directors and the Supervisors
9.	to consider and approve the proposed amendment to the
	Rules of Procedures for Board	Meeting

					For_(note _	10)	Against _(note _	Against _(note _	Against _(note _	10) Abstain(note 10)	10) Abstain(note 10)	10) Abstain(note 10)	10) Abstain(note 10)
			Ordinary Resolutions		(By way of cumulative		(By way of cumulative				(By way of cumulative
					voting)			voting)				voting)
	10. to consider and approve the appointment of Directors
	10.1 to consider and approve the appointment of Ms. Zhong Xia
		as a Director
	10.2 to consider and approve the appointment of Mr. Zhang
		Zhenhai as a Director
	11. to consider and approve Ms. Yu Lijun			as a Supervisor
			Special resolution		For			Against			Abstain
	12. to consider and approve the proposed amendment to the
		Articles of Association

Further details of the above resolutions are set out in the circular of the Company dated 15 April 2021.

Signature:

(Note 7)

Date: 2021

NOTES:

1. Please insert full name(s) of the H shareholder(s) as registered in the register of members of the Company in BLOCK CAPITALS.

2. Please insert full address(es) of the H shareholder(s) as registered in the register of members of the Company in BLOCK CAPITALS.

3. Please insert the number of H shares registered in your name(s); if no number is inserted, this proxy form will be deemed to relate to all H shares in the capital of the Company registered in your name(s).

4. If you are a shareholder who is entitled to attend and vote at the AGM, you are entitled to appoint one or more proxies to attend instead of you and to vote on your behalf. A proxy need not be a shareholder of the Company, but must attend the AGM in person in order to represent you.

5. If a proxy other than the Chairman of the AGM is preferred, cross out the words “the Chairman of the meeting” and insert the full name(s) and address(es) of the proxy (or proxies) desired in the space provided. If no name is inserted, the Chairman of the AGM will act as your proxy. Any changes should be initialed by the person who signs this form.

6. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING, TICK THE APPROPRIATE BOX MARKED “ABSTAIN”. If you return this proxy form without indicating as to how your proxy is to vote on any particular matter, the person appointed as your proxy will exercise his/her discretion as to whether he/she votes and, if so, how and, unless instructed otherwise, he/she may also vote or abstain from voting as he/she thinks fit on any other business (including amendments to resolutions) which may properly come before the AGM. The shares abstained will be counted in the calculation of the required majority.

7. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorized in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorized to sign on its behalf. In case of joint shareholders, any one shareholder may sign this proxy form. If more than one joint shareholders attend the AGM in person or by proxy, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.

8. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and deposited, for the holders of H shares, to the H Share Registrar of the Company, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time appointed for the AGM (i.e. not later than Thursday, 13 May 2021 at 2:00 p.m. (Hong Kong time) for AGM) or the adjourned meeting (as the case may be). The effective period of appointment of your proxy appointed under this proxy form shall cease upon conclusion of the AGM or any adjourned meeting.

9. Completion and delivery of this proxy form will not preclude you from attending and voting in person at the AGM if you so wish.

10. Please note that, according to Article 109 of the Articles of Association of the Company, the method of cumulative voting will be adopted for the election of directors and supervisors. Under this method, when two or more directors or supervisors are being nominated for election, for any share held by the shareholders, they will have the same number of votes which equals to the total number of directors or supervisors to be elected. Shareholders may cast all their votes on a particular candidate or on multiple candidates.

11. In this election, directors and supervisors will be elected separately. To ensure that your voting right is adequately exercised, the explanation below adopt resolution 10 as an example to briefly explain matters that you should be aware of when completing the vote under the “cumulative voting system”. Please refer to the following explanation on resolution 10 and fill in your intended votes:

12. (i) In relation to resolution number 10, for every share held by you, you will have the same number of voting rights which equals to the number of directors to be elected. For instance, if you are holding 1 million shares and 12 directors will be elected at the general meeting, the aggregate number of votes which you will have will be 12 million (i.e. 1 million shares x 12 = 12 million voting shares).

13. (ii) Please fill in the sections entitled “For” and/or “Against” and/or “Abstain” with the number of votes you intend to cast on each candidate. Please note that you may cast your votes on every candidate provided that the total number of votes which you cast do not exceed the number of votes to which you are entitled; cast all your votes which represent the total number of shares held by you multiplied by the total number of directors to be elected on one candidate; or cast your votes which represent the total number of shares held by you multiplied by the total number of directors to be elected on certain candidates. For example, if you are holding 1 million shares, the number of your votes regarding the resolution 10 is 12 million. You may choose to cast the 12 million votes equally amongst the 12 candidates (For or Against), or to cast all your votes on a single candidate (For or Against).

14. (iii) When the total votes, represented by the shares held by you multiplied by the number of directors to be elected, are used up after voting for some of the candidates, you will have no votes remaining to be cast on other candidates. i.e., the total number of both of your “For” and “Against” votes cast shall not exceed the aggregate number of votes to which you are entitled.

15. (iv) Please note that when the total votes cast by you on some candidates exceeds the total votes to which you are entitled, all the votes cast will become invalid and be regarded as abstain votes; when the total votes cast by you for some candidates are less than the total votes to which you are entitled, the votes are valid and the remaining votes will be regarded as abstain votes. For example, if you are holding 1 million shares, the number of your votes regarding the resolution number 10 is 12 million: (a) if you fill in the “For” or “Against” or “Abstain” of “cumulative voting” under a particular candidate with “12 million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the remaining 11 candidates. Should you fill in the blanks under the resolution number 10 with any number of shares (other than 0), all your votes on resolution 10 will be invalid; or (b) if you fill in the “For” (or “Against”) or “Abstain” of “cumulative voting” under a candidate with “6 million shares”, the 6 million of votes cast by you are valid and the remaining 6 million of votes will be regarded as abstain votes.

16. (v) Where the “For” votes cast for a particular candidate are more than half of the total number of shares held by all shareholders attending (before cumulation) and where the “For” votes exceed the “Against” votes, the candidate in question will be considered to have won the votes. If the number of candidates who have won the votes exceed the number of directors to be elected, the candidates who obtained more “For” votes should be elected (if some nominees who obtain relatively less “For” votes obtain the same number of “For” votes and election of them will result in the directors to be elected exceeding the number of directors to be elected, such nominees will not be regarded as having won the votes). Where the elected directors at the shareholders general meeting are less than directors to be elected, new rounds of voting are required to be held for election of the remaining directors until the number of directors to be elected are fulfilled.

17. (vi) When a new round of director election is held pursuant to the (v) above, the calculation of cumulation should be based on the directors to be elected during the round of election in question

18. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATE

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.

• For identification purposes only