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

Oct 25, 2021

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

*** If you have sold or transferred all your shares in Dynagreen Environmental Protection Group Co., Ltd.** , you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or to the transferee or to the bank, stockbroker 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.

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)

(1) RE-ELECTION OF THE BOARD OF DIRECTORS; (2) RE-ELECTION OF THE SUPERVISORY COMMITTEE; (3) PROPOSED PROVISION OF GUARANTEES IN RESPECT OF THE LOAN SWAP OF TIANJIN DYNAGREEN ENVIRONMENTAL ENERGY CO., LTD.; AND

(4) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 8 of this circular.

A notice convening the second EGM to be 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. is set out on pages 9 to 12 of this circular.

If you intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon as soon as possible and in any event on or before Sunday, 31 October 2021.

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the proxy form in accordance with the instructions printed thereon. The proxy form must be signed by you or your attorney duly authorized in writing or, in case of a legal person, must either be executed under its seal or under the hand of its director or other attorney duly authorized to sign the same. If the proxy form is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other document of authorization, must be notarially certified.

Whether or not you are able to attend the EGM in person, please complete and return the enclosed proxy form in accordance with the instructions as soon as possible and in any event not less than 24 hours before the time appointed for the EGM (i.e. not later than Tuesday, 9 November 2021 at 2:00 p.m. (Hong Kong time) for EGM) or the adjourned meeting (as the case may be) to Tricor Investor Services Limited at address Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for H Shareholders). Completion and delivery of the proxy form shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

In the case of joint holders of shares of the Company, only the holder whose name stands first in the register of members of the Company shall alone be entitled to vote at the EGM, either in person or by proxy in respect of such shares.

25 October 2021

* For identification purpose only

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
I.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II.	RESOLUTION ON RE-ELECTION OF THE DIRECTORS OF
	THE FOURTH SESSION OF THE BOARD OF THE COMPANY . . . . . . . . . .	5
III.	RESOLUTION ON RE-ELECTION OF THE SUPERVISORS OF
	THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE OF
	THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
IV.	RESOLUTION ON PROVISION OF GUARANTEES IN RESPECT OF
	THE LOAN SWAP OF TIANJIN DYNAGREEN ENVIRONMENTAL
	ENERGY CO., LTD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
V.	EGM AND PROXY ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
VI.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
NOTICE OF THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . .		9
APPENDIX I BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS . .		I-1
APPENDIX II BIOGRAPHICAL DETAILS OF PROPOSED SUPERVISORS .		II-1
APPENDIX III RESOLUTION ON PROVISION OF GUARANTEES
	IN RESPECT OF THE LOAN SWAP OF TIANJIN
	DYNAGREEN ENVIRONMENTAL ENERGY CO., LTD. . .	III-1

DEFINITIONS

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

• “A Share(s)”

ordinary shares of the Company with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange and traded in RMB

• “A Shareholder(s)”

holder(s) of A Share(s)

• “Articles”

• the articles of association of the Company as amended, revised or supplemented from time to time

• “Board of Directors” or “Board”

the board of directors of the Company

• “Company”

Dynagreen Environmental Protection Group Co., Ltd.* (綠色動力環保集團股份有限公司), a joint stock limited liability company incorporated under the laws of the PRC on 23 April 2012, whose H shares are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 1330) and A shares are listed on the Shanghai Stock Exchange (Stock Code: 601330)

• “Director(s)”

• director(s) of the Company

• “EGM Notice”

• the notice for convening the EGM set out on pages 9 to 12 of this circular

• “Extraordinary General Meeting” or “EGM”

• the second extraordinary general meeting of the Company for the year 2021 to be convened and held on Wednesday, 10 November 2021

• “Group”

• the Company and its subsidiaries

• “H Share(s)”

• overseas listed foreign invested ordinary share(s) of the Company, with a nominal value of RMB1.00 each, listed on the Main Board of the Hong Kong Stock Exchange

• “H Shareholder(s)”

• holder(s) of H Share(s)

• “HKD”

• the lawful currency of Hong Kong

• “Hong Kong” or “HK”

• the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

• “Hong Kong Listing Rules”

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

• “Hong Kong Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• ‘‘Latest Practicable Date’’

• 21 October 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Nomination Committee” the nomination committee of the Company

• “PRC”

• the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

• “RMB” Renminbi, the lawful currency of the PRC

• “Share(s)”

• share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, including both A Share(s) and H Share(s)

• “Shareholder(s)” holder(s) of the Share(s), including holder(s) of both A Share(s) and H Share(s)

• “subsidiary(ies)” has the meaning ascribed thereto under the Hong Kong Listing Rules

• “Supervisor(s)” supervisor(s) of the Company

• “Supervisory Committee” the supervisory committee of the Company

– 2 –

LETTER FROM THE BOARD

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)

Executive Directors: Mr. QIAO Dewei (Chairman) Ms. ZHONG Xia Mr. HU Shengyong

Non-executive Directors: Mr. LIU Shuguang Mr. CHENG Suning Mr. ZHANG Zhenhai

Independent non-executive Directors: Mr. OU Yuezhou Ms. FU Jie Mr. XIE Lanjun

25 October 2021

To the Shareholders

Dear Sir or Madam,

(1) RE-ELECTION OF THE BOARD OF DIRECTORS; (2) RE-ELECTION OF THE SUPERVISORY COMMITTEE; (3) PROPOSED PROVISION OF GUARANTEES IN RESPECT OF THE LOAN SWAP OF TIANJIN DYNAGREEN ENVIRONMENTAL ENERGY CO., LTD.; AND

(4) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with, among other things, further information in relation to certain resolutions to be proposed at the EGM:

* For identification purposes only

– 3 –

LETTER FROM THE BOARD

As Ordinary Resolutions

• (1) to consider and approve the appointment of Directors;

• (a) to consider and approve the appointment of Mr. QIAO Dewei as an executive Director of the Company

• (b) to consider and approve the appointment of Ms. ZHONG Xia as an executive Director of the Company

• (c) to consider and approve the appointment of Mr. HU Shengyong as an executive Director of the Company

• (d) to consider and approve the appointment of Mr. LIU Shuguang as a non-executive Director of the Company

• (e) to consider and approve the appointment of Mr. CHENG Suning as a non-executive Director of the Company

• (f) to consider and approve the appointment of Mr. LI Lei as a non-executive Director of the Company

• (g) to consider and approve the appointment of Ms. FU Jie as an independent non-executive Director of the Company

• (h) to consider and approve the appointment of Mr. XIE Lanjun as an independent non-executive Director of the Company

• (i) to consider and approve the appointment of Mr. ZHOU Beihai as an independent non-executive Director of the Company

• (2) 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

• (b) to consider and approve the appointment of Ms. YU Lijun as a Shareholder representative Supervisor of the Company

• (3) to consider and approve the provision of guarantees in respect of the loan swap of Tianjin Dynagreen Environmental Energy Co., Ltd. by the Company.

– 4 –

LETTER FROM THE BOARD

II. RESOLUTION ON RE-ELECTION OF THE DIRECTORS OF THE FOURTH SESSION OF THE BOARD OF THE COMPANY

According to the Articles, the Directors of the Company shall be appointed for a term of three years. Upon maturity of the term of office, a Director shall be eligible to offer himself/herself for re-election and reappointment, subject to the approval by the Shareholders at the general meeting of the Company.

The terms of office of the Directors of the current third session of the Board of the Company, namely, Mr. QIAO Dewei, Ms. ZHONG Xia and Mr. HU Shengyong as executive Directors; Mr. LIU Shuguang, Mr. CHENG Suning and Mr. ZHANG Zhenhai as non-executive Directors; and Mr. OU Yuezhou, Ms. FU Jie and Mr. XIE Lanjun as independent non-executive Directors, have expired.

Since Mr. ZHANG Zhenhai needs more time for his personal work arrangements and Mr. OU Yuezhou is not eligible for re-election as he has served as independent non-executive Director for two sessions, they will no longer seek re-election at the EGM of the Company. Mr. ZHANG Zhenhai will cease to be a non-executive Director upon the conclusion of the EGM and Mr. OU Yuezhou will cease to be an independent non-executive Director upon the conclusion of the EGM. Each of Mr. ZHANG Zhenhai and Mr. OU Yuezhou has confirmed that he has no disagreement with the Company and the Board, nor is there any matter in relation to his retirement that is required to be brought to the attention of the Shareholders.

Mr. LI Lei has been nominated by the Nomination Committee of the Company and the Board as a candidate for non-executive Director of the fourth session of the Board to be elected at the EGM.

Mr. ZHOU Beihai has also been nominated by the Nomination Committee and the Board as a candidate for independent non-executive Director of the fourth session of the Board to be elected at the EGM. The Board and the Nomination Committee of the Board consider that Mr. ZHOU Beihai satisfies the independence criteria for an independent non-executive Director as set out in Rule 3.13 of the Hong Kong Listing Rules.

Mr. QIAO Dewei, Ms. ZHONG Xia, Mr. HU Shengyong, Mr. LIU Shuguang, Mr. CHENG Suning, Ms. FU Jie and Mr. XIE Lanjun are eligible and willing to offer themselves for re-election, and have been nominated by the Nomination Committee and the Board as the candidates for Directors of the fourth session of the Board to be re-elected at the EGM.

The Board and the Nomination Committee of the Board consider that both Ms. FU Jie and Mr. XIE Lanjun satisfy the independence criteria for an independent non-executive Director as set out in Rule 3.13 of the Hong Kong Listing Rules.

The term of office of the Directors elected for the fourth session of the Board shall be three years commencing on 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. Each of the Directors of the fourth session of the Board will enter into service contracts with the Company.

– 5 –

LETTER FROM THE BOARD

The biographical and other relevant information of the candidates for Directors of the fourth session of the Board as at the Latest Practicable Date are set out in Appendix I to this circular. Save as disclosed in this circular, each of the candidates for Directors of the Board (i) does not have any interests in the Shares and underlying Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) is not connected with any Director, Supervisor, senior management or substantial Shareholder of the Company; and (iii) has not held any directorship in other public companies, the securities of which are listed on any securities market in Mainland China, Hong Kong or overseas in the last three years.

Save as disclosed in this circular, as at the Latest Practicable Date, the Board is not aware of any information relating to the aforesaid candidates that is required to be disclosed under Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules. There are no other matters relating to the appointment that is required to be brought to the attention of the Shareholders.

This resolution has been considered and approved by the Board on 21 October 2021 and is hereby proposed to the EGM as an ordinary resolution for consideration.

III. RESOLUTION ON RE-ELECTION OF THE SUPERVISORS OF THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE OF THE COMPANY

According to the Articles, a Supervisor of the Company shall be appointed for a term of three years. As the term of office of Mr. LUO Zhaoguo and Ms. YU Lijun, being the Shareholder representative Supervisors of the current third session of the Supervisory Committee, has expired, they are eligible and willing to offer themselves for re-election. They have been nominated by the Supervisory Committee as the candidates for Supervisors of the fourth session of the Supervisory Committee to be re-elected at the EGM.

The term of office of the Supervisors elected for the fourth session of the Supervisory Committee shall be three years commencing on 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. Each of the Supervisors of the fourth session of the Supervisory Committee will enter into service contracts with the Company.

The biographical and other relevant information of the candidates for Supervisors of the fourth session of the Supervisory Committee (excluding employee representative Supervisor), as at the Latest Practicable Date, are set out in Appendix II to this circular. Save as disclosed in this circular, each of the candidates for Supervisors of the Supervisory Committee (i) does not have any interests in the Shares and underlying Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) is not connected with any Director, Supervisor, senior management or substantial Shareholder of the Company; and (iii) has not held any directorship in other public companies, the securities of which are listed on any securities market in Mainland China, Hong Kong or overseas in the last three years.

– 6 –

LETTER FROM THE BOARD

Save as disclosed in this circular, as at the Latest Practicable Date, the Board is not aware of any information relating to the aforesaid candidates that is required to be disclosed under Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules. There are no other matters relating to the appointment that is required to be brought to the attention of the Shareholders.

This resolution has been considered and approved by the Supervisory Committee on 21 October 2021 and is hereby proposed to the EGM as an ordinary resolution for consideration.

IV. RESOLUTION ON PROVISION OF GUARANTEES IN RESPECT OF THE LOAN SWAP OF TIANJIN DYNAGREEN ENVIRONMENTAL ENERGY CO., LTD.

Pursuant to article 68 of the Articles and Rule 15 of the “Rules Governing the Provision of Guarantees to External Parties”, any guarantee to external parties provided by the Company and the subsidiaries of the Company that in aggregate amounts to or exceeds 50% of the latest audited net assets shall be subject to approval by the Shareholders at general meeting of the Company. Hence, an ordinary resolution will be proposed at the EGM to consider and approve the provision of guarantees in respect of the loan swap of Tianjin Dynagreen Environmental Energy Co., Ltd. by the Company, details of which are set out in Appendix III to this circular.

This resolution has been considered and approved by the Board on 21 October 2021 and is hereby proposed to the EGM as an ordinary resolution for consideration.

V. EGM AND PROXY ARRANGEMENT

The EGM Notice is set out on pages 9 to 12 of this circular.

Pursuant to the Hong Kong Listing Rules, any vote of the Shareholders at the EGM must be taken by poll. An announcement on the poll results will be published by the Company after the EGM in the manner prescribed under the Hong Kong Listing Rules.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.dynagreen.com.cn). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s H Share Registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for H Shareholders) as soon as possible but in any event not less than 24 hours before the time appointed for the EGM (i.e. not later than Tuesday, 9 November 2021 at 2:00 p.m. (Hong Kong time) for EGM) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish.

– 7 –

LETTER FROM THE BOARD

VI. RECOMMENDATION

The Board (including all independent non-executive Directors) consider that all of the resolutions mentioned above are in the best interests of the Company and its Shareholders. Accordingly, the Board recommends all Shareholders (other than those Shareholders who need to abstain from voting in respect of certain resolutions) to vote in favor of such resolutions to be proposed at the EGM as set out in the EGM Notice.

By Order of the Board

Dynagreen Environmental Protection Group Co., Ltd.* Qiao Dewei Chairman

– 8 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2021

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting for the year 2021 (the “ EGM ”) of Dynagreen Environmental Protection Group Co., Ltd. (the “ Company ”) will be 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. for the purposes of considering and, if deemed appropriate, approving the following resolutions. In this notice, unless the context otherwise requires, capitalized terms used herein shall have the same meanings as defined in the Company’s circular (the “ Circular* ”) dated 25 October 2021.

RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE EGM

As Ordinary Resolutions:

• (1) to consider and approve appointment of Directors;

• (a) to consider and approve the appointment of Mr. QIAO Dewei as an executive Director of the Company

• (b) to consider and approve the appointment of Ms. ZHONG Xia as an executive Director of the Company

• (c) to consider and approve the appointment of Mr. HU Shengyong as an executive Director of the Company

• (d) to consider and approve the appointment of Mr. LIU Shuguang as a non-executive Director of the Company

• (e) to consider and approve the appointment of Mr. CHENG Suning as a non-executive Director of the Company

* For identification purposes only

– 9 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

• (f) to consider and approve the appointment of Mr. LI Lei as a non-executive Director of the Company

• (g) to consider and approve the appointment of Ms. FU Jie as an independent non-executive Director of the Company

• (h) to consider and approve the appointment of Mr. XIE Lanjun as an independent non-executive Director of the Company

• (i) to consider and approve the appointment of Mr. ZHOU Beihai as an independent non-executive Director of the Company

• (2) to consider and approve appointment of Supervisors;

• (a) to consider and approve the appointment of Mr. LUO Zhaoguo as a Shareholder representative Supervisor of the Company

• (b) to consider and approve the appointment of Ms. YU Lijun as a Shareholder representative Supervisor of the Company

• (3) to consider and approve the provision of guarantees in respect of the loan swap of Tianjin Dynagreen Environmental Energy Co., Ltd. by the Company.

Details of the above resolutions proposed at the EGM are contained in the Circular, which is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk) and the website of the Company (www.dynagreen.com.cn).

By order of the Board

Dynagreen Environmental Protection Group Co., Ltd.* Qiao Dewei Chairman

Shenzhen, the PRC 25 October 2021

As at the date of this notice, 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. Zhang Zhenhai; and the independent non-executive Directors of the Company are Mr. Ou Yuezhou, Ms. Fu Jie and Mr. Xie Lanjun.

– 10 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes:

ATTENDEE OF THE EGM

1. Eligibility for attending the EGM

In order to determine the list of H Shareholders who are entitled to attend and vote at the EGM, holders of H Shares shall lodge their share certificates accompanied with the transfer documents to the H Share Registrar of the Company, Tricor Investor Services Limited at address Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong before 4:30 p.m. (Hong Kong time) on Thursday, 4 November 2021, being the last share registration date.

The Shareholders whose names appear on the register of members of the Company on Thursday, 4 November 2021 after close of business are entitled to attend and vote at the EGM.

2. Proxy

• (a) A member eligible to attend and vote at the EGM is entitled to appoint, in written form, one or more proxies to attend and vote on its behalf. Shareholders are entitled to appoint one or more proxies to attend the EGM, but only one of the proxies can be designated to vote at the EGM. A proxy need not be a shareholder of the Company.

• (b) A proxy should be appointed by a written instrument signed by the appointer or its attorney duly authorized in writing. If the form of proxy is signed by the attorney of the appointer, the power of attorney authorizing that attorney to sign or the authorization document(s) must be notarized. If the Shareholder is a legal person, such instrument must be executed either under its seal or signed by its director or duly authorized representative.

• (c) To be valid, the power of attorney or other authorization document(s) which have been notarized together with the completed form of proxy must be delivered to the H Share Registrar of the Company, Tricor Investor Services Limited at address Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time appointed for the EGM (i.e. not later than Tuesday, 9 November 2021 at 2:00 p.m. (Hong Kong time) for EGM) or the adjourned meeting (as the case may be) (for the H Shareholders of the Company). Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish.

• (d) A Shareholder or his/her/its proxy may exercise the right to vote by poll. The Shareholders shall have one vote for each share that he/she/it holds. On a poll taken at the meeting, the Shareholders (including proxies) entitled to two or more votes are not required to cast all their votes for or against a resolution or to abstain from voting on a resolution by not casting any of their votes.

3. Registration procedures for attending the EGM

• (a) A Shareholder shall produce proof of identity and supporting documents in respect of the shares of the Company held when attending the meeting. If a Shareholder is a legal person, its legal representative or other persons authorized by the board of directors or other governing body of such Shareholder may attend the EGM by producing a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such persons to attend the meeting. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the EGM.

• (b) Holders of H Shares intending to attend the EGM should return the reply slip for attending the EGM to the Company on or before Sunday, 31 October 2021.

• (c) A Shareholder may send the above reply slip to Tricor Investor Services Limited at address Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong in person, by post or by fax.

– 11 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

4. Miscellaneous

• (a) The EGM will not last for more than half a day. The Shareholders who attend the EGM in person or by proxy shall bear their own travelling and accommodation expenses.

• (b) The H Share Registrar of the Company is Tricor Investor Services Limited at address Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (c) The registered office of the Company is at:

2nd Floor, Jiuzhou Electronic Building, Keji South 12th Street, Nanshan District, Shenzhen, the PRC Post Code: 518057 Telephone No.: (+86) 755 3363 1280 Facsimile No.: (+86) 755 3363 1220

• (d) References to time and dates in this notice are to Hong Kong time and dates.

– 12 –

APPENDIX I BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS

EXECUTIVE DIRECTORS

Mr. QIAO Dewei (喬德衛) , born in January 1967, holds a master’s degree in Business Administration of Peking University HSBC Business School. He successively worked as a clerk and clerk at the deputy director level at the Central Enterprises Management Department of the Bureau of Finance in Hubei Province (湖北省財政廳中央企 業管理處) from July 1988 to December 1995. He successively worked as the deputy manager and manager of the Finance Department at Wuhan International Trust and Investment Company (武漢國際信託投資公司) from January 1996 to February 2001. He worked as the assistant to general manager of Wuhan Zhengxin State-owned Assets Management Co., Ltd. (武漢正信國有資產經營有限公司) from March 2001 to September 2005. Since September 2005, he has served various positions at the predecessor of the Company and the Company, including the chief financial officer, acting general manager, general manager and executive Director, and is currently the chairman of the Board of the Company. Mr. QIAO Dewei is entitled to an aggregate emolument of RMB950,307.56, out of which the sum RMB914,012 represents salary and allowance and the sum RMB36,295.56 represents pension. The discretionary bonus will be subject to annual appraisal. The emolument is recommended by the remuneration and appraisal committee of the Board with reference to his role in the Company and the market rate.

Ms. ZHONG Xia (仲夏) , born in August 1968, graduated from Anhui University of Technology (安徽工業大學) with a bachelor’s degree. She served as a clerk in the equipment division of the design and research institute of Maanshan Iron & Steel Company (馬鞍山鋼鐵公司) from September 1992 to March 1993. Ms. ZHONG Xia served as the manager of the Commerce Department of Shenzhen Dow’s Trading Co., Ltd. (深圳道 斯貿易有限公司) from March 1993 to March 2000. She has successively served as an assistant to the general manager of the Investment Department, the general manager of the Purchasing Department, the deputy general manager and the deputy secretary of the Party Committee of the Company’s predecessor and the Company since March 2000. Ms. ZHONG Xia is currently an executive Director and the general manager of the Company. Ms. ZHONG Xia is entitled to an aggregate emolument of RMB952,900.1, out of which the sum RMB914,012 represents salary and allowance and the sum RMB38,888.1 represents pension. The discretionary bonus will be subject to annual appraisal. The emolument is recommended by the remuneration and appraisal committee of the Board with reference to her role in the Company and the market rate.

Mr. HU Shengyong (胡聲泳) , born in December 1969, graduated from China University of Geosciences (中國地質大學) with a bachelor’s degree and is a senior accountant. Mr. HU Shengyong served as officer of the finance department of Wuhan Zhengxin State-owned Assets Management Company (武漢正信國有資產經營有限公司) from August 1996 to November 2000. He served as the chief accountant at Wuhan Unity Laser Co., Ltd. (武漢團結鐳射股份有限公司) from November 2000 to May 2001. Mr. HU Shengyong served as director of the general office of the chief financial officer and a manager of Department of Auditors of Wuhan Zhengxin State-owned Assets Management Company from May 2001 to March 2004. He has served as assistant to the general manager of and the general manager of the Audit Department of Wuhan Securities (武漢證券公司) from April 2004 to September 2005. From September 2005 to August 2008, Mr. HU Shengyong served as the general manager of the Central China Region of Sunrise

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APPENDIX I

BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS

Environmental Protection Group (晨興環保集團公司華中區). He has successively served as assistant to the general manager, the chief financial officer, secretary of the Board and executive Director of the Company’s predecessor and the Company since August 2008. Mr. HU Shengyong is currently the deputy secretary of the Party Committee and an executive Director of the Company. Mr. HU Shengyong is entitled to an aggregate emolument of RMB635,428.1, out of which the sum RMB596,540 represents salary and allowance and the sum RMB38,888.1 represents pension. The discretionary bonus will be subject to annual appraisal. The emolument is recommended by the remuneration and appraisal committee of the Board with reference to his role in the Company and the market rate.

NON-EXECUTIVE DIRECTORS

Mr. CHENG Suning (成蘇寧) , born in August 1984, graduated from the University of Illinois at Chicago with a master’s degree. He served as the sales consultant of the sales department of Shenyang Huabao Auto Sales & Service Co., Ltd. (瀋陽華寶汽車銷售服務有 限公司) from September 2007 to May 2010, and served as officer of sales department of Jianghe Paper Product US Co., Ltd. (江河紙業美國公司) from September 2011 to August 2012. Since April 2013, he has served various positions at the Urban Function and Social Investment Department of BSAM, including project director, project manager, senior project manager, deputy general manager and general manager. Mr. CHENG Suning is currently a Director of the Company. Mr. CHENG Suning will not receive any emolument from the Company.

Mr. LI Lei (李雷) , born in April 1984, graduated from Beijing University with a master’s degree. He worked at Shanghai Shangya Assets Management Company (上海尚 雅資產管理公司) from June 2009 to October 2010, at Sealand Securities Co., Ltd. (國海證券 股份有限公司) from March 2011 to October 2013, and at Industrial Securities Co., Ltd. (興業 證券股份有限公司) from October 2013 to November 2015. He served as the temporary head and deputy general manager of the Industrial Investment Department of Three Gorges Capital Holdings Co., Ltd. (三峽資本控股有限責任公司) from November 2015 to November 2017. Since November 2017, he has served as the deputy general manager of the Investment Business Department of Three Gorges Capital Holdings Co., Ltd. Mr. LI Lei does not hold any positions in the Company or in any of its subsidiaries. Mr. LI Lei will not receive any emolument from the Company.

Mr. LIU Shuguang (劉曙光) , born in November 1968, is an EMBA from the China Europe International Business School (中歐國際商學院). He served as a director and the vice general manager of Beijing Taikeping Electrical Appliances Limited Company (北京泰 克平電子儀器有限公司) between July 1991 and June 1992. Mr. LIU Shuguang served as a director and the vice general manager of Beijing Huatai Industrial Company (北京華泰實 業總公司) from June 1992 to April 1994. Mr. LIU Shuguang has served as the president and a director of Beijing Jupeng Investment Company (北京巨鵬投資公司) since April 1994. Between October 2003 and December 2011, he served as the deputy chairman of the Board of Capital Securities Co., Ltd. (首創證券有限責任公司). Mr. LIU Shuguang is currently a Director of the Company. Mr. LIU Shuguang will not receive any emolument from the Company.

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APPENDIX I BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS

INDEPENDENT NON-EXECUTIVE DIRECTORS

Ms. FU Jie (傅捷) , born in May 1978, graduated with a bachelor’s degree from Central University of Finance and Economics. She is a certified public accountant and a member of the Association of Chartered Certified Accountants (ACCA) and the Hong Kong Institute of Certified Public Accountants. Ms. FU Jie served as the trader, manager, and senior account manager at the Kunming Sales Department of Southwest Securities Company Limited (西南證券股份有限公司) from September 2000 to July 2004. She worked for Ernst & Young Hua Ming LLP from August 2004 to March 2016, and served as the auditor, senior auditor, manager and senior manager. She served as the chief financial officer of China U-Ton Holdings Limited from April 2016 to July 2019. Ms. FU Jie concurrently served as the independent director of Dahe Media Co., Ltd (8243.HK) from June 2018 to August 2018. She has been appointed as the chief financial officer of China Kangda Food Company Limited (0834.HK) since September 2019. Ms. FU Jie is currently an independent Director of the Company. Ms. FU Jie is entitled to an aggregate emolument of HKD120,000, which is recommended by the remuneration and appraisal committee of the Board with reference to her role in the Company and the market rate.

Mr. XIE Lanjun (謝蘭軍) , born in March 1966, graduated with a bachelor’s degree from Lanzhou University (蘭州大學). Mr. XIE Lanjun served as a lawyer and deputy director of the law firm of the Heyuan Municipal Justice Bureau of Guangdong Province from February 1989 to May 2000. He served as a practicing lawyer of Guangdong V&T Law Firm (廣東萬商律師事務所) from May 2000 to February 2003. He served as a partner and practicing lawyer of Guangdong Xindongfang Law Firm (廣東新東方律師事務所) from February 2003 to April 2007. He served as a partner and practicing lawyer of Guangdong Allied Law Firm (廣東雅爾德律師事務所) from April 2007 to September 2010. He has been a senior partner and practicing lawyer of Beijing Zhongyin (Shenzhen) Law Firm (北京市 中銀（深圳）律師事務所) since September 2010. Mr. XIE Lanjun is currently an independent Director of the Company and an independent director of Shenzhen Jinjia Group Co.,Ltd. (深圳勁嘉集團股份有限公司(002191.SZ)), Shenzhen Institute of Building Research Co.,Ltd. (深圳市建築科學研究院股份有限公司(300675.SZ)) and Rayitek Hi-Tech Film Company Ltd., Shenzhen (深圳瑞華泰薄膜科技股份有限公司(688323.SH)). Mr. XIE Lanjun is entitled to an aggregate emolument of RMB80,000, which is recommended by the remuneration and appraisal committee of the Board with reference to his role in the Company and the market rate.

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APPENDIX I

BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS

Mr. ZHOU Beihai (周北海) , born in April 1963, graduated with a doctoral degree from Tsinghua University. Mr. ZHOU Beihai carried out research on solid waste landfill technology at the University of Fukuoka in Japan from March 1992 to March 1994, and conducted research on photocatalysis water treatment technology at Saitama University in Japan from January 1995 to March 1995. He served as the director of the Registration and Management Centre for the solid waste under the State Administration of Environmental Protection (國家環保總局固體廢物登記管理中心) from October 1996 to August 2001, and served as the senior diplomatic officer of science and technology at the Chinese Embassy in Japan from September 2001 to December 2004. Mr. ZHOU Beihai has been appointed as the professor at the School of Energy and Environmental Engineering of University of Science and Technology Beijing since January 2005, and was appointed as an independent director of Yunnan Water Investment Co., Limited* (雲南水務投資股份有 限公司) (06839.HK) in October 2020. Mr. ZHOU Beihai does not hold any positions in the Company or in any of its subsidiaries. Mr. ZHOU Beihai is entitled to an aggregate emolument of RMB80,000, which is recommended by the remuneration and appraisal committee of the Board with reference to his role in the Company and the market rate.

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APPENDIX II BIOGRAPHICAL DETAILS OF PROPOSED SUPERVISORS

SHAREHOLDER REPRESENTATIVE SUPERVISORS

Mr. LUO Zhaoguo (羅照國) , aged 43, is the chairman of the Supervisory Committee of the Company and became a Supervisor of the Company on 19 June 2013. Mr. LUO Zhaoguo worked as an accountant of the Finance Department and director assistant of Beijing Metallurgical Equipment Research and Design Institute (北京冶金設備研究設計總 院) of China Metallurgical Group Corporation (中冶集團) from August 2000 to August 2007 and from August 2007 to October 2008 respectively. From November 2008 to July 2013, Mr. LUO Zhaoguo served as the fund manager of the Department of Finance Planning of BSAM. Since July 2003, Mr. LUO Zhaoguo has successively served as the deputy general manager and the general manager of the Department of Finance Planning of BSAM. Mr. LUO Zhaoguo graduated with a bachelor’s degree from the Management School of the University of Science and Technology Beijing (北京科技大學) majoring in Accounting in July 2000. Mr. LUO Zhaoguo obtained his master’s degree in Management from Capital University of Economics and Business (首都經濟貿易大學) in July 2009. Mr. LUO Zhaoguo will not receive any emolument from the Company as a Supervisor of the Company.

Ms. YU Lijun (余麗君) , aged 35, graduated with a bachelor’s degree from Military Economics Institute of Chinese People’s Liberation Army (中國人民解放軍軍事經濟學院). From 2008 to 2010, she served as a lawyer assistant in Guangdong Jicheng Law Firm (廣東 濟誠律師事務所); from 2010 to 2014, she served as the head of archives of Yuneng Industry (Group) Company Limited (渝能產業（集團）有限公司); from 2015 to 2016, she served as the head of archives of Shenzhen Ainengsen Technology Co., Ltd.* (深圳市愛能森科技有限 公司); and since 2017, she has been the head of archives of the Company. Ms. YU Lijun will receive remuneration as an employee of the Company but will not receive any emolument as a Supervisor of the Company.

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APPENDIX III

RESOLUTION ON PROVISION OF GUARANTEES IN RESPECT OF THE LOAN SWAP OF TIANJIN DYNAGREEN ENVIRONMENTAL ENERGY CO., LTD.

In order to reduce finance costs and put idle funds to work, Tianjin Dynagreen Environmental Energy Co., Ltd., a subsidiary of Dynagreen Environmental Protection Group Co., Ltd. (the “ Group* ”), intends to apply for fixed asset loans from a bank to swap for the original loans, which will be secured with a pledge of the income stream from waste disposal and the rights of receipt of electricity tariff provided by Tianjin Dynagreen Environmental Energy Co., Ltd. and a joint-liability guarantee provided by the Group, details of which are as follows:

	Guarantee		Method of
Guaranteed Party	Amount	Term	Security	Remark
Tianjin Dynagreen	Not more	Not more	Joint-liability	Swap of fixed asset
Environmental Energy	than	than 15	guarantee	loans in stock of
Co., Ltd.	RMB400	years		the Shenzhen
	million			Branch of Bank
				of Beijing and
				part of the
				Group’s
				borrowings

• For identification purposes only

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