Dynagreen Environmental Protection Group Co., Ltd. — Proxy Solicitation & Information Statement 2016

Mar 2, 2016

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 First Extraordinary General Meeting for the year 2016 of Dynagreen Environmental Protection Group Co., Ltd.* to be held on 18 April 2016 and at any adjourned meeting thereof

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

being the registered holder(s)

H shares/domestic 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

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the first extraordinary general meeting for the year 2016 (the ‘‘EGM’’) of the Company to be held at the 16th Floor, Block B, Fukai Building, No. 19 Finance Street, Xicheng District, Beijing, the PRC at 10:00 a.m. on Monday, 18 April 2016 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 EGM.

Please indicate how you wish your vote(s) to be cast by ticking the appropriate box next to the resolution.[(Note][6)]

				Abstain	Abstain
Special Resolutions		For	Against	Abstain
1.	Resolution on the application for the initial public offering and listing of RMB ordinary shares (A shares)
2.	Resolution on the use of proceeds from the initial public offering of A shares
3.	Resolution on the authorization to the board of directors to deal with matters relating to the issue and listing of A shares by the Company in its absolute discretion
4.	Resolution on the plan on distribution of accumulated and undistributed profits before the initial public offering of A shares
5.	Resolution on the amendments to the Articles of Association (Draft) of Dynagreen Environmental Protection Group Co., Ltd.
Ordinary Resolutions		For	Against	Abstain
6.	Resolution on the feasibility of proposed investment projects
7.	Resolution on the formulation of the Company Share Price Stabilization Measures for the Three Years after Listing of the Shares of the Company
8.	Resolution on the letter of undertaking relating to repurchase of new A shares and reparation
9.	Resolution on the letter of undertaking in respect of the performance of various undertakings
10.	Resolution on the three-year shareholders’ profit distribution plan
11.	Resolution on the remedial measures for dilution of current returns
12.	Resolution on the Administrative Regulations of Use of Proceeds (Draft) of Dynagreen Environmental Protection Group Co., Ltd.

• Ordinary Resolutions For Against Abstain

• 1. Resolution on the Administrative Rules for Connected Transactions (Draft) of Dynagreen Environmental Protection Group Co., Ltd.
• 1. Resolution on the Regulations of External Guarantee (Draft) of Dynagreen Environmental Protection Group Co., Ltd.

• Resolution on the Administrative Regulations of Information Disclosure (Draft) of Dynagreen Environmental Protection Group Co., Ltd.

• Resolution on the Administrative Rules of Investor Relations (Draft) of Dynagreen Environmental Protection Group Co., Ltd.

• Resolution on the Implementation Rules for Online Voting (Draft) of Dynagreen Environmental Protection Group Co., Ltd.

• Resolution on the ratification of the connected transactions of the Company for 2013, 2014 and 2015

• Resolution on the appointment of a director of the Company

Further details of the above resolutions are set out in the circular of the Company dated 3 March 2016.

Signature: (Note7)

Date:

2016

NOTES:

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

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

3. Please insert the number of shares registered in your name(s); if no number is inserted, this proxy form will be deemed to relate to all shares in the capital of the Company registered in your name(s). Please delete the type of shares (domestic shares or H shares) to which this proxy form does not relate.

4. If you are a shareholder who is entitled to attend and vote at the EGM, 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 EGM in person in order to represent you.

5. If a proxy other than the Chairman of the EGM 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 EGM 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 EGM. 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) authorised to sign on its behalf. In case of joint shareholdings, any one shareholder may sign this proxy form. If more than one joint shareholders attend the EGM 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 at the place of business or H Share Registrar of the Company not less than 24 hours before the time designated for holding of the EGM or any adjourned meeting thereof. In the case of holders of domestic shares, the related documents should be sent to the Company at 2nd Floor, Northeastern Wing, Jiuzhou Electronic Building, 007 Keji South 12th Street, Nanshan District, Shenzhen, the PRC (or via fax no.: (+86)755 3363 1220), and in the case of holders of H shares, the related documents should be sent to Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. The effective period of appointment of your proxy appointed under this proxy form shall cease upon conclusion of the EGM or any adjourned meeting.

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

10. For identification purposes only