Dynagreen Environmental Protection Group Co., Ltd. — Board/Management Information 2021

Nov 10, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)*

ANNOUNCEMENT POLL RESULTS OF THE SECOND EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2021 HELD ON 10 NOVEMBER 2021

References are made to the circular (the “ Circular ”) and the notice (the “ EGM Notice ”) of the second extraordinary general meeting for the year 2021 (the “ EGM ”) of Dynagreen Environmental Protection Group Co., Ltd. (綠色動力環保集團股份有限公司) (the “ Company* ”) both dated 25 October 2021. Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular and the EGM Notice.

The board of directors (the “ Board ”) of the Company is pleased to announce that the EGM was held at the Meeting Hall of the Company, 2/F, Jiuzhou Electronic Building, Keji South 12th Street, Nanshan District, Shenzhen, Guangdong, the PRC on Wednesday, 10 November 2021 at 2:00 p.m. All the resolutions proposed as set out in the EGM Notice were duly passed, without any amendments thereto, by the shareholders and proxies with voting rights who attended the EGM by way of poll.

On the same date, the Company convened the first meeting of the fourth session of the Board and the first meeting of the fourth session of the supervisory committee, at which the Board resolved to appoint the chairman of the Board and the elected members of each committee under the Board, and the supervisory committee resolved to appoint the chairman of the supervisory committee.

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EGM

As at the date of the EGM, the total number of the issued shares of the Company was 1,393,440,000 shares, of which 989,080,208 shares were A shares and 404,359,792 shares were H shares. Holders of such shares were entitled to attend and vote on the resolutions proposed at the EGM. A total of 32 shareholders or their proxies, holding an aggregate of 753,474,454 shares, which represented approximately 54.0730% of the total number of shares carrying voting rights, have attended the EGM. There were no shares entitling the holders to attend and abstain from voting in favour of the resolutions at the EGM as set out in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). No shareholder of the Company was required to abstain from voting on the resolutions at the EGM in accordance with the Listing Rules.

The details for the attendance of the shareholders and the authorized proxies at the EGM are as follows:

Number of shareholders and authorized proxies attending the EGM	32
Of which: Number of A shareholders	30
Number of H shareholders	2
Total number of shares with voting rights held	753,474,454
Of which: Total number of shares entitled to vote held by A shareholders	704,109,269
Total number of shares entitled to vote held by H shareholders	49,365,185
Percentage of total number of shares with voting rights of the Company (%)	54.0730%
Of which: Pe rcentage of the shares held by A shareholders to the total number	50.5303%
of shares with voting rights of the Company
Pe rcentage of the shares held by H shareholders to the total number	3.5427%
of shares with voting rights of the Company

The EGM was convened by the Board and chaired by Mr. QIAO Dewei, the chairman of the Board. Both the onsite voting and online voting (only for A shares) were adopted from convening the meeting. The convening and holding of the EGM were in compliance with the requirements of the relevant laws, administrative regulations and rules, regulatory documents and the articles of association of the Company (the “ Articles ”).

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POLL RESULTS OF THE EGM

Pursuant to the requirements of the Listing Rules, the resolutions proposed at the EGM were voted by way of poll. The poll results in respect of the resolutions proposed at the EGM are as follows:

Ordinary Resolutions	Ordinary Resolutions	Numbers of shares voted	Percentage of number of votes for against the total number of shares with voting rights held by shareholders attending the meeting (%)
1.	To consider and approve the appointment of non-independent directors
(a)	To consider and approve the appointment of Mr. QIAO Dewei as an executive director of the Company	734,636,649	97.4999%
(b)	To consider and approve the appointment of Ms. ZHONG Xia as an executive director of the Company	734,649,280	97.5016%
(c)	To consider and approve the appointment of Mr. HU Shengyong as an executive director of the Company	734,656,659	97.5025%
(d)	To consider and approve the appointment of Mr. LIU Shuguang as a non- executive director of the Company	734,362,555	97.4635%
(e)	To consider and approve the appointment of Mr. CHENG Suning as a non- executive director of the Company	733,151,555	97.3028%
(f)	To consider and approve the appointment of Mr. LI Lei as a non-executive director of the Company	734,679,250	97.5055%
As more than half of the votes were cast for the abovementioned resolutions, the resolutions were duly passed as ordinary resolutions.

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Ordinary Resolutions	Ordinary Resolutions	Numbers of shares voted	Percentage of number of votes for against the total number of shares with voting rights held by shareholders attending the meeting (%)
2.	To consider and approve the appointment of independent directors
(a)	To consider and approve the appointment of Ms. FU Jie as an independent non- executive director of the Company	734,933,781	97.5393%
(b)	To consider and approve the appointment of Mr. XIE Lanjun as an independent non-executive director of the Company	734,761,651	97.5165%
(c)	To consider and approve the appointment of Mr. ZHOU Beihai as an independent non-executive director of the Company	734,922,751	97.5378%
As more than half of the votes were cast for the abovementioned resolutions, the resolutions were duly passed as ordinary resolutions.
3.	To consider and approve the appointment of supervisors
(a)	To consider and approve the appointment of Mr. LUO Zhaoguo as a shareholder representative supervisor of the Company	734,933,253	97.5392%
(b)	To consider and approve the appointment of Ms. YU Lijun as a shareholder representative supervisor of the Company	733,851,271	97.3956%
As more than half of the votes were cast for the abovementioned resolutions, the resolutions were duly passed as ordinary resolutions.

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Ordinary Resolutions	Ordinary Resolutions	For	For	Against	Against	Abstain	Abstain
		Number of shares voted	Percentage (%)	Number of shares voted	Percentage (%)	Number of shares voted	Percentage (%)
4.	To consider and approve the provision of guarantees in respect of the loan swap o f T i a n j i n D y n a g r e e n Environmental Energy Co., Ltd. by the Company	750,283,296	99.5765%	3,184,858	0.4227%	6,300	0.0008%
As more than half of the votes were cast in favour of the abovementioned resolution, the resolution was duly passed as an ordinary resolution.

Note: According to the Articles, the cumulative voting system was adopted in respect of the above resolutions No. 1 to No. 3. Where the total number of votes in favour of the director or supervisor candidate of the Company exceeds half of the total number of shares with voting rights represented by shareholders attending the EGM (based on the non-cumulative number of shares), that candidate will be elected. All the aforesaid resolutions were passed.

The full text of the abovementioned resolutions is set out in the Circular and the EGM Notice.

Tricor Investor Services Limited (the H share registrar of the Company) was appointed as the scrutineer of the EGM.

WITNESSING BY LAWYER

Beijing Kangda Law Firm, the PRC legal advisor of the Company, has witnessed the EGM, and is of the opinion that the convening and holding procedures of the EGM conform to the requirements under the Company Law, the Rules for General Meetings and the Articles; that the convener and attendees of the EGM satisfy the respective eligibility requirements; and that the voting procedures and results of the EGM are both legitimate and valid.

For details of the aforesaid resolutions, the shareholders of the Company may refer to the Company’s Circular and the EGM Notice, which are also available and can be downloaded from the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.dynagreen.com.cn).

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APPOINTMENT OF DIRECTORS AND SUPERVISORS

The Company announced that at the EGM, Mr. QIAO Dewei, Ms. ZHONG Xia and Mr. HU Shengyong were approved to be appointed as executive directors of the Company, Mr. LIU Shuguang, Mr. CHENG Suning and Mr. LI Lei were approved to be appointed as nonexecutive directors of the Company, and Ms. FU Jie, Mr. XIE Lanjun and Mr. ZHOU Beihai were approved to be appointed as independent non-executive directors of the Company, their respective terms of office will commence from the date of approval of the EGM and ending upon the conclusion of the general meeting of the Company at which the fifth session of the Board will be elected. For the biographies, terms of office and emoluments of Mr. QIAO Dewei, Ms. ZHONG Xia, Mr. HU Shengyong, Mr. LIU Shuguang, Mr. CHENG Suning, Mr. LI Lei, Ms. FU Jie, Mr. XIE Lanjun and Mr. ZHOU Beihai (collectively referred to as the “ Directors of the Fourth Session of the Board ”), please refer to the Company’s announcement of the re-election of the board of directors and the supervisory committee dated 21 October 2021 and the Circular. The information about the Directors of the Fourth Session of the Board disclosed in the said announcement and the Circular has not changed as at the date of this announcement. There is no other information that is required to be disclosed in accordance with Rule 13.51(2) of the Listing Rules, and there is no other matter relating to the appointment of the Directors of the Fourth Session of the Board as directors of the Company that is required to be brought to the attention of the shareholders.

The Company announced that at the EGM, Mr. LUO Zhaoguo and Ms. YU Lijun were approved to be appointed as shareholder representative supervisors of the Company, and Mr. YAN Shiwen was also elected as an employee representative supervisor of the Company at the employee congress of the Company. Their respective terms of office will commence from the date of approval of the EGM and ending upon the conclusion of the general meeting of the Company at which the fifth session of the supervisory committee will be elected. For the biographies, terms of office and emoluments of Mr. LUO Zhaoguo and Ms. YU Lijun, please refer to the Company’s announcement of the re-election of the board of directors and the supervisory committee dated 21 October 2021 and the Circular. For the biography, term of office and emolument of Mr. YAN Shiwen, please refer to the Company’s announcement of the election of employee representative supervisor dated 3 November 2021. As at the date of this announcement, the information about Mr. LUO Zhaoguo, Ms. YU Lijun and Mr. YAN Shiwen disclosed in the above announcements and the Circular has not changed. There is no other information that is required to be disclosed in accordance with Rule 13.51(2) of the Listing Rules, and there is no other matter relating to the appointment of Mr. LUO Zhaoguo, Ms. YU Lijun and Mr. YAN Shiwen as supervisors of the Company that is required to be brought to the attention of the shareholders.

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APPOINTMENT OF CHAIRMAN OF THE BOARD

As considered and approved by the Board, with effect from 10 November 2021, Mr. QIAO Dewei was elected as the chairman of the fourth session of the Board. For the biography of Mr. QIAO Dewei, please refer to the Company’s announcement of the re-election of the board of directors and the supervisory committee dated 21 October 2021 and the Circular.

APPOINTMENT OF CHAIRMAN OF THE SUPERVISORY COMMITTEE

As considered and approved by the supervisory committee, with effect from 10 November 2021, Mr. LUO Zhaoguo was elected as the chairman of the fourth session of the supervisory committee. For the biography of Mr. LUO Zhaoguo, please refer to the Company’s announcement of the re-election of the board of directors and the supervisory committee dated 21 October 2021 and the Circular.

APPOINTMENT OF MEMBERS OF THE COMMITTEES UNDER THE BOARD

The Board hereby announces that, as considered and approved by the Board, with effect from 10 November 2021, the members of the audit committee, the nomination committee, the remuneration and appraisal committee and the strategy committee of the Company are as below:

AUDIT COMMITTEE

Ms. FU Jie (Chairman)

Mr. XIE Lanjun

Mr. CHENG Suning

NOMINATION COMMITTEE

Mr. XIE Lanjun (Chairman)

Mr. ZHOU Beihai

• Mr. CHENG Suning

REMUNERATION AND APPRAISAL COMMITTEE

Mr. ZHOU Beihai (Chairman)

Ms. FU Jie

Mr. LIU Shuguang

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STRATEGY COMMITTEE

• Mr. QIAO Dewei (Chairman)

• Mr. LIU Shuguang

• Ms. ZHONG Xia

• Mr. HU Shengyong

• Mr. ZHOU Beihai

By order of the Board Dynagreen Environmental Protection Group Co., Ltd.* Qiao Dewei Chairman

Shenzhen, the PRC 10 November 2021

As at the date of this announcement, the executive directors of the Company are Mr. Qiao Dewei, Ms. Zhong Xia and Mr. Hu Shengyong; the non-executive directors of the Company are Mr. Liu Shuguang, Mr. Cheng Suning and Mr. Li Lei; and the independent non-executive directors of the Company are Ms. Fu Jie, Mr. Xie Lanjun and Mr. Zhou Beihai.

• For identification purposes only

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