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Dynagreen Environmental Protection Group Co., Ltd. Capital/Financing Update 2021

Sep 29, 2021

49855_rns_2021-09-29_67af07f1-f02a-4254-a284-4d5c8d2179d5.pdf

Capital/Financing Update

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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)*

UNDERTAKINGS BY SHAREHOLDERS HOLDING MORE THAN 5% OF SHARES AND DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT ON MATTERS IN RELATION TO THE SUBSCRIPTION OF A SHARE CONVERTIBLE CORPORATE BONDS

Reference is made to (i) the announcement dated 23 July 2021 (the “ Announcement ”) and the circular dated 6 August 2021 (the “ Circular ”) of Dynagreen Environmental Protection Group Co., Ltd. (the “ Company ” or “ Dynagreen ”) in relation to, among others, the Proposed Issuance of A Share Convertible Corporate Bonds; (ii) the announcement dated 3 September 2021 in relation to acceptance by the CSRC in respect of the application files for the Proposed Issuance of A Share Convertible Corporate Bonds by the Company; and (iii) the announcement dated 15 September 2021 of the Company in relation to receipt of the Notice on First Feedback on the Review of the Administrative Consent Item from the CSRC. Unless otherwise stated, the terms used herein shall have the same meanings as defined in the Announcement and the Circular.

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The Company is applying for the issuance of A Share Convertible Corporate Bonds. For the matters in relation to the issuance of and subscription for the A Share Convertible Corporate Bonds, the undertakings given by the shareholders holding more than 5% of the shares and the current directors, supervisors and senior management are as follows:

  • I. UNDERTAKINGS BY THE SHAREHOLDERS HOLDING MORE THAN 5% OF THE SHARES OF THE COMPANY IN RELATION TO THE SUBSCRIPTION OF THE A SHARE CONVERTIBLE CORPORATE BONDS

  • (I) Beijing State-owned Assets Management Co., Ltd. (北京市國有資產經營有限責 任公司)

The company, currently being the controlling shareholder of Dynagreen, undertakes the following in relation to the subscription of the A Share Convertible Corporate Bonds of Dynagreen and related matters:

  1. If Dynagreen initiates the issuance of the A Share Convertible Corporate Bonds, the company will decide at that time whether to participate in the subscription of the A Share Convertible Corporate Bonds and strictly perform the corresponding information disclosure obligations in accordance with the Securities Law, the Administrative Measures for Convertible Corporate Bonds and other relevant regulations. If the interval between the date on which Dynagreen initiates the issuance of the A Share Convertible Corporate Bonds and the date on which the company last reduced its shareholdings in Dynagreen is less than six months (inclusive), the company will not participate in the subscription of the A Share Convertible Corporate Bonds issued by Dynagreen.

  2. The company undertakes to strictly comply with the Securities Law, the Administrative Measures for Convertible Corporate Bonds and other regulations on securities trading and, if subscribing, not to reduce its holdings in the shares or issued A Share Convertible Corporate Bonds of Dynagreen within six months after the subscription of the A Share Convertible Corporate Bonds.

  3. The company makes the above-mentioned undertakings and accepts to be bound by this undertaking letter on a voluntary basis. If the company violates the above undertakings to reduce its holdings in the shares/A Share Convertible Corporate Bonds of Dynagreen, all proceeds received by the company from the reduction of its holdings in the shares and A Share Convertible Corporate Bonds of Dynagreen shall belong to Dynagreen, and it shall bear the legal responsibilities arising therefrom in accordance with the law. If any loss is caused to Dynagreen and other investors, the company shall be liable for compensation in accordance with the law.

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(II) Three Gorges Capital Holdings Co., Ltd. (三峽資本控股有限責任公司)

The company, currently being a shareholder holding more than 5% of the shares of Dynagreen, undertakes the following in relation to the subscription of the A Share Convertible Corporate Bonds of Dynagreen and related matters:

  1. If Dynagreen initiates the issuance of the A Share Convertible Corporate Bonds, the company will decide at that time whether to participate in the subscription of the A Share Convertible Corporate Bonds and strictly perform the corresponding information disclosure obligations in accordance with the Securities Law, the Administrative Measures for Convertible Corporate Bonds and other relevant regulations. If the interval between the date on which Dynagreen initiates the issuance of the A Share Convertible Corporate Bonds and the date on which the company last reduced its shareholdings in Dynagreen is less than six months (inclusive), the company will not participate in the subscription of the A Share Convertible Corporate Bonds issued by Dynagreen.

  2. The company undertakes to strictly comply with the Securities Law, the Administrative Measures for Convertible Corporate Bonds and other regulations on securities trading and, if subscribing, not to reduce its holdings in the shares or issued A Share Convertible Corporate Bonds of Dynagreen within six months after the subscription of the A Share Convertible Corporate Bonds.

  3. The company makes the above-mentioned undertakings and accepts to be bound by this undertaking letter on a voluntary basis. If the company violates the above undertakings to reduce its holdings in the shares/A Share Convertible Corporate Bonds of Dynagreen, all proceeds received by the company from the reduction of its holdings in the shares and A Share Convertible Corporate Bonds of Dynagreen shall belong to Dynagreen, and it shall bear the legal responsibilities arising therefrom in accordance with the law. If any loss is caused to Dynagreen and other investors, the company shall be liable for compensation in accordance with the law.

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II. UNDERTAKINGS BY THE DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY IN RELATION TO THE SUBSCRIPTION OF THE A SHARE CONVERTIBLE CORPORATE BONDS

  1. If Dynagreen initiates the issuance of the A Share Convertible Corporate Bonds, I will decide at that time whether to participate in the subscription of the A Share Convertible Corporate Bonds and strictly perform the corresponding information disclosure obligations in accordance with the Securities Law, the Administrative Measures for Convertible Corporate Bonds and other relevant regulations. If the interval between the date on which Dynagreen initiates the issuance of the A Share Convertible Corporate Bonds and the date on which my spouse, parents, children and I last reduced our shareholdings in Dynagreen is less than six months (inclusive), my spouse, parents, children and I will not participate in the subscription of the A Share Convertible Corporate Bonds issued by Dynagreen.

  2. I undertake that my spouse, parents, children and I will strictly comply with the Securities Law, the Administrative Measures for Convertible Corporate Bonds and other regulations on securities trading and, if subscribing, not to reduce the holdings in the shares or issued A Share Convertible Corporate Bonds of Dynagreen within six months after the subscription of the A Share Convertible Corporate Bonds.

  3. I make the above-mentioned undertakings and accept to be bound by this undertaking letter on a voluntary basis. If my spouse, parents, children and I violate the above undertakings to reduce the holdings in the shares/A Share Convertible Corporate Bonds of Dynagreen, all proceeds received by my spouse, parents, children and I from the reduction of our holdings in the shares and A Share Convertible Corporate Bonds of Dynagreen shall belong to Dynagreen, and we shall bear the legal responsibilities arising therefrom in accordance with the law. If any loss is caused to Dynagreen and other investors, I shall be liable for compensation in accordance with the law.

As the issuance of A Share Convertible Corporate Bonds by the Company is yet subject to authorization from the CSRC and there is uncertainty over the authorization, investors are advised to pay attention to investment risks. The Company will discharge the information disclosure obligations in strict accordance with relevant provisions based on the progress of the approval.

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

Shenzhen, the PRC 29 September 2021

As at the date of this announcement, the executive Directors of the Company are Mr. Qiao Dewei, Mr. Hu Shengyong and Ms. Zhong Xia; the non-executive Directors of the Company are Mr. Liu Shuguang, Mr. Cheng Suning and Mr. Zhang Zhenhai; and the independent nonexecutive Directors of the Company are Mr. Ou Yuezhou, Ms. Fu Jie and Mr. Xie Lanjun.

* For identification purposes only

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