Dynagreen Environmental Protection Group Co., Ltd. — Proxy Solicitation & Information Statement 2025

Sep 2, 2025

THE 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 affected 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.

绿色勤力

DYNAGREEN

绿色勤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) PROPOSED INTERIM PROFIT DISTRIBUTION PLAN FOR 2025
(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(3) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETING
(4) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR BOARD MEETING

AND

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2025 AND NOTICE OF THE FIRST H SHARES CLASS MEETING OF 2025

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

The Company will convene the EGM, as well as the H Shares Class Meeting after the conclusion of the EGM and the A Shares Class Meeting at 11 a.m. on Friday, 19 September 2025 at VIP Lounge 1, 2nd Floor, East Side of National Speed Skating Oval, No. 2 Lincui Road, Chaoyang District, Beijing, the PRC. The notices are set out on 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 Tuesday, 9 September 2025.

Shareholders who intend to appoint a proxy to attend the abovementioned meetings shall complete and return the proxy form for use at the abovementioned meetings in accordance with the instructions printed thereon. The proxy form must be signed by you or your attorney duly authorised 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 authorised 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 authorisation, must be notarially certified.

Whether or not you are able to attend the abovementioned meetings 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 and/or the H Shares Class Meeting or the adjourned meeting (as the case may be) to Tricor Investor Services Limited (address: 17/F, Far East Finance Centre, 16 Harcourt Road, 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 and/or the H Shares Class Meeting or any adjournment thereof, and in such event, the proxy shall be deemed to be revoked.

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 and/or the H Shares Class Meeting, either in person or by proxy in respect of such shares.

• For identification purposes only

2 September 2025

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CONTENTS

Page

Definitions 1

Letter from the Board 3

Appendix I — Proposed Amendments to the Articles of Association I-1

Appendix II — Proposed Amendments to the Rules of Procedure for General Meeting II-1

Appendix III — Proposed Amendments to the Rules of Procedure for Board Meeting III-1

Notice of the Extraordinary General Meeting EGM-1

Notice of the H Shares Class Meeting HCM-1

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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 nominal value of RMB1.00 each and listed on the Shanghai Stock Exchange and traded in RMB

"A Shares Class Meeting"
the class meeting for holders of A shares

"Articles of Association"
the Articles of Association of the Company (as amended from time to time)

"associate(s)"
has the meaning as ascribed to it under the Hong Kong Listing Rules

"Board"
the board of Directors of the Company

"Class Meetings"
A Shares Class Meeting and H Shares Class Meeting

"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, the H shares of which are listed on the Main Board of Hong Kong Stock Exchange (Stock Code: 1330) and the A shares of which are listed on the Shanghai Stock Exchange (Stock Code: 601330)

"Director(s)"
the director(s) of the Company

"Extraordinary General Meeting" or "EGM"
the second extraordinary general meeting of the Company for the year 2025 to be convened and held on Friday, 19 September 2025

"Group", "us" or "we"
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)

"H Shares Class Meeting"
the class meeting for holders of H shares

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DEFINITIONS

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"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

"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

"Rules of Procedures for Board Meeting"
the Rules of Procedures for Board Meeting of Dynagreen Environmental Protection Group Co., Ltd.*

"Rules of Procedures for General Meeting"
the Rules of Procedures for General Meeting of Dynagreen Environmental Protection Group Co., Ltd.*

"Share(s)"
ordinary 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 Shares

"Supervisory Committee"
the supervisory committee of the Company

"%"
per cent

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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. CHENG Suning (Acting Chairman)

Mr. HU Shengyong

Non-executive Directors:

Mr. ZHAO Zhixiong

Mr. HU Tianhe

Mr. YAN Chunxu

Mr. HU Yong

Independent non-executive Directors:

Ms. OUYANG Jiejiao

Mr. ZHENG Zhiming

Mr. ZHOU Beihai

2 September 2025

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED INTERIM PROFIT DISTRIBUTION PLAN FOR 2025
(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(3) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETING
(4) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR BOARD MEETING

AND

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2025

AND NOTICE OF THE FIRST H SHARES CLASS MEETING OF 2025

• For identification purposes only

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LETTER FROM THE BOARD

I. INTRODUCTION

The purpose of this circular is to provide you with the notice of the EGM and the notice of the H Shares Class Meeting, and all the information which is necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM and Class Meetings.

II. PROPOSED INTERIM PROFIT DISTRIBUTION PLAN FOR 2025

An ordinary resolution will be proposed at the EGM to consider and approve the Company's proposed interim profit distribution plan (based on the aggregate share capital on the share-based equity registration date, a dividend of RMB0.1 per Share (before tax)) for 2025.

According to the Articles of Association, dividends shall be denominated and declared in RMB. Dividends on A Shares will be paid in RMB and dividends on H Shares will be paid in Hong Kong dollars. For investors investing in the H shares of the Company listed on the Hong Kong Stock Exchange through the Shanghai Stock Exchange and the Shenzhen Stock Exchange (including enterprises and individuals), the dividend is paid in Renminbi. The exchange rate shall be the average sell price of the applicable foreign exchange rate announced by the People's Bank of China for seven days before and including the date of the EGM. The payment of the interim dividend for 2025 is expected to be made before 18 November 2025, subject to consideration and approval of the Shareholders at the EGM.

Profit Distribution for Investors of Northbound Trading

For investors investing in the A Shares listed on the Shanghai Stock Exchange (the "Northbound Trading") through the Hong Kong Stock Exchange (including enterprises and individuals), their dividends will be distributed in Renminbi by the Company through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited to the account of the nominee holding such shares. The Company will withhold and pay income taxes at the rate of 10% on behalf of those investors and will report to the tax authorities for such withholding. For investors of Northbound Trading who are tax residents of other countries and whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of lower than 10%, those enterprises and individuals may, or may entrust a withholding agent to, apply to the competent tax authorities for the entitlement of the rate under such tax treaty. Upon approval by the tax authorities, the paid amount in excess of the tax payable based on the tax rate according to such tax treaty will be refunded. The record date and the date of appropriation of cash dividends and other arrangements for the investors of Northbound Trading will be the same as those for the A Shareholders of the Company.

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LETTER FROM THE BOARD

Profit Distribution for Investors of Southbound Trading

For investors investing in the H Shares of the Company listed on the Hong Kong Stock Exchange through the Shanghai Stock Exchange and Shenzhen Stock Exchange (including enterprises and individuals) (the "Southbound Trading"), the Company has entered into the Agreement on Appropriation of Cash Dividends of H Shares for Southbound Trading (《港股通H股股票現金紅利派發協議》) with China Securities Depository and Clearing Corporation Limited, pursuant to which, China Securities Depository and Clearing Corporation Limited, as the nominee of the holders of H Shares for Southbound Trading, will receive all cash dividends distributed by the Company and distribute the cash dividends to the relevant investors of H Shares of Southbound Trading through its depositary and clearing system. The cash dividends for the investors of H Shares of Southbound Trading will be paid in Renminbi. Pursuant to the relevant requirements under the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect (Cai Shui [2014] No. 81) (《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2014]81號)) and Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect (Cai Shui [2016] No. 127) (《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127號)): for dividends received by domestic investors from investing in H shares listed on the Hong Kong Stock Exchange through the Shanghai-Hong Kong Stock Connect ("Shanghai-Hong Kong Stock Connect") or the Shenzhen-Hong Kong Stock Connect ("Shenzhen-Hong Kong Stock Connect"), the H shares company shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in listed shares on the Hong Kong Stock Exchange through the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The H shares company will not withhold and pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax themselves. The record date and the date of appropriation of cash dividends and other arrangements for the investors of Southbound Trading will be the same as those for the H Shareholders of the Company.

The total cash dividends to be payable by the Company accounted for 36.8% of the net profit attributable to the shareholders of the Company for the six months ended 30 June 2025, which is in compliance with the relevant requirements. The abovementioned proposal was considered at the 14th meeting of the fifth session of the Board on 28 August 2025 and is hereby proposed as ordinary resolution at the EGM for consideration.

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LETTER FROM THE BOARD

III. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

To meet regulatory requirements and ensure the standardization of corporate governance, the Board has proposed to amend the Articles of Association and abolish the Supervisory Committee in accordance with the Company Law of the People's Republic of China (Revised in 2023), the Guidelines for Articles of Association of Listed Companies (Revised in 2025), the listing rules of the place where Company's shares are listed, and the conversion of convertible bonds.

A special resolution will be proposed at the EGM to approve the amendments to the Articles of Association. The proposed amendments to the Articles of Association are set out in Appendix I to this circular.

The English version of the proposed amendments to the Articles of Association is the informal translation of its Chinese version. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.

IV. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETING

To ensure shareholders' exercise of functions and powers in accordance with law and the standardized operation of the general meeting, amendments were made to certain articles of the Rules of Procedures for General Meeting in accordance with relevant laws, regulations, and rules including the Company Law of the People's Republic of China (Revised in 2023), the Guidelines for Articles of Association of Listed Companies (Revised in 2025), and the Rules for General Meetings of Listed Companies (Revised in 2025), as well as the amendments to the Articles of Association and based on the Company's actual conditions.

A special resolution will be proposed at the EGM to approve the amendments to the Rules of Procedures for General Meeting. The proposed amendments to the Rules of Procedures for General Meeting are set out in Appendix II to this circular.

The English version of the proposed amendments to the Rules of Procedures for General Meeting is the informal translation of its Chinese version. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.

V. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR BOARD MEETING

To better give play to the role of the Board and ensure the standardized operation of the Board, amendments were made to certain articles the Rules of Procedures for Board Meeting in accordance with relevant laws, regulations, and rules including the Company Law of the People's Republic of China (Revised in 2023), the Guidelines for Articles of Association of Listed Companies (Revised in 2025), and the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (Revised in April 2025), as well as the amendments to the Articles of Association and based on the Company's actual conditions.

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LETTER FROM THE BOARD

A special resolution will be proposed at the EGM to approve the amendments to the Rules of Procedures for Board Meeting. The proposed amendments to the Rules of Procedures for Board Meeting are set out in Appendix III to this circular.

The English version of the proposed amendments to the Rules of Procedures for Board Meeting is the informal translation of its Chinese version. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.

VI. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

VII. RECOMMENDATION

The Directors consider that all of the resolutions to be proposed as set out in the notice of the EGM and the notice of the H Shares Class Meeting are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders (other than those Shareholders who need to abstain from voting in respect of certain resolutions) to vote in favor of all resolutions to be proposed at the EGM and Class Meetings.

VIII. ARRANGEMENTS FOR THE EGM AND CLASS MEETINGS

A notice convening the EGM is set out on pages EGM-1 to EGM-4 of this circular.

The Company will convene the EGM, as well as the H Shares Class Meeting after the conclusion of the EGM and the A Shares Class Meeting at 11 a.m. on 19 September 2025 at VIP Lounge 1, 2nd Floor, East Side of National Speed Skating Oval, No. 2 Lincui Road, Chaoyang District, Beijing, the PRC. A notice convening the EGM is set out on pages EGM-1 to EGM-4 of this circular and a notice convening the H Shares Class Meeting is set out on pages HCM-1 to HCM-4 of this circular.

Pursuant to the Hong Kong Listing Rules, any vote of the Shareholders at the EGM and/or Class Meetings must be taken by poll. The poll results will be published by the Company after the EGM and Class Meetings in the manner prescribed under the Hong Kong Listing Rules.

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LETTER FROM THE BOARD

In order to determine the list of H Shareholders who are entitled to attend the EGM and H Shares Class Meeting, the Company's register of members will be closed from Tuesday, 16 September 2025 to Friday, 19 September 2025, both days inclusive, during which period no transfer of Shares will be effected. H Shareholders whose names appear on the Company's register of members on Monday, 15 September 2025 after close of business are entitled to attend the EGM and/or H Shares Class Meeting. In order to attend and vote at the EGM and H Shares Class Meeting, H Shareholders whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the Company's H Share Registrar, Tricor Investor Services Limited at or before 4:30 p.m. on Monday, 15 September 2025. The address of the H Share Registrar is 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.

Form of proxy for use at the EGM and H Shares Class Meeting 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 (address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong) (for H Shareholders) not less than 24 hours before the time appointed for the EGM and/or H Shares Class Meeting 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, and in such event, the proxy shall be deemed to be revoked.

By Order of the Board

Dynagreen Environmental Protection Group Co., Ltd.*

Cheng Suning

Acting Chairman

• For identification purposes only

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Details of the amendments to the Articles of Association are as follows:

Before Amendments	After Amendments
/	The term “shareholders’ general meeting” in the Articles of Association has been adjusted to “general meeting” in a unified manner.
/	The relevant expressions of “Supervisory Committee” and “Supervisor” as well as the “Chapter 15 Supervisory Committee” are deleted and the Audit and Risk Management Committee shall exercise the statutory powers of the Supervisory Committee.
/	Certain invalid provisions of the Mandatory Provisions for the Articles of Association of Companies to be Listed Outside the PRC are deleted
Article 6 The chairman of the board of directors is the Company’s legal representative.	Article 6 The legal representative of the Company shall be the chairman of the board of directors or the general manager, subject to determination by the board of directors. If the chairman of the board of directors or the general manager who serves as the legal representative resigns, he/she is deemed to have resigned as the legal representative at the same time. If the legal representative resigns, the Company shall determine a new legal representative within 30 days from the date of the legal representative’s resignation.
	The legal consequences of civil activities performed by the legal representative in the name of the Company shall be borne by the Company. The limitation on the functions and powers of the legal representative in the Articles of Association or by the general meeting shall not be asserted against a bona fide counterpart. Where the legal representative causes damage to any other person in the performance of his/her duties, the Company shall bear civil liability for such damage. The Company may, after bearing such civil liability, seek indemnification from the legal representative at fault in accordance with laws or the Articles of Association.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 22 The Company has 1,393,447,763 shares in total, all of which are ordinary shares including 989,087,971 domestically listed domestic shares and 404,359,792 overseas listed foreign shares.	Article 22 The Company has 1,393,453,258 shares in issue, all of which are ordinary shares including 989,093,466 domestically listed domestic shares and 404,359,792 overseas listed foreign shares.
Article 26 The registered capital of the Company is RMB1,393,447,763 at present.	Article 24 The registered capital of the Company is RMB1,393,453,258 at present.
Article 33 If the Company reduces its registered capital, a balance sheet and an inventory of assets must be prepared.
When the Company reduces its registered capital, the Company shall notify its creditors and make a public announcement in accordance with provisions of the Company Law, and repay its debts or provide corresponding guarantees as required by the creditors.
The Company’s registered capital may not, after any reduction in capital, be less than the minimum amount prescribed by law.	Article 31 If the Company reduces its registered capital, a balance sheet and an inventory of assets will be prepared.
When the Company reduces its registered capital, the Company shall notify its creditors and make a public announcement in accordance with provisions of the Company Law, and repay its debts or provide corresponding guarantees as required by the creditors.
Where the Company reduces its registered capital, the amount of capital contribution or shares shall be reduced correspondingly in proportion to the shares held by its shareholders, unless otherwise provided by law or the Articles of Association.
The Company’s registered capital may not, after any reduction in capital, be less than the minimum amount prescribed by law.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments

After Amendments

/

Article 32 Where the Company still incurs losses after making up its losses in accordance with the Articles of Association, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for losses, the Company shall not make distribution to its shareholders, nor exempt the shareholders from their obligation to make capital contribution or calls on share.

The provisions of the paragraph 2 of Article 31 of the Articles of Association shall not apply to the reduction in the registered capital in accordance with the preceding article. However, the Company shall notify the creditors and publish an announcement in accordance with the Company Law.

After reducing its registered capital in accordance with the provisions of the preceding two paragraphs, the Company shall not distribute profits until the cumulated amount of the statutory reserve fund and discretionary reserve fund reaches 50% of its registered capital. |
| / | Article 33 If the reduction of the registered capital is in violation of the Company Law and other relevant provisions, shareholders shall return the funds they have received and the reduced capital contribution of the shareholders shall be restored to its original amount; in case of losses caused to the Company, the shareholders and the liable directors and senior management shall be liable for compensation. |
| / | Article 34 Where an increase in registered capital of the Company is made by means of issue of new shares, the shareholders do not have any pre-emptive right unless otherwise provided in the Articles of Association or the general meeting resolves that the shareholders shall have pre-emptive right.

The increase or reduction in the registered capital by the Company shall be registered with the company registration authority in accordance with the law. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 37 Where the Company acquires its own shares for the purposes as set out in items (1) and (2) of Article 34 of these Articles of Association, it shall obtain approval at the general meeting by way of resolution. Where the Company acquires its own shares for the purposes as set out in items (3), (5) and (6) of Article 34 of these Articles of Association, it shall obtain approval of more than two-thirds of the directors present at the meeting of the Board by way of resolution.	Article 37 Where the Company acquires its own shares for the purposes as set out in items (1) and (2) of Article 35 of these Articles of Association, it shall obtain approval at the general meeting by way of resolution. Where the Company acquires its own shares for the purposes as set out in items (3), (5) and (6) of Article 35 of these Articles of Association, it shall obtain approval of more than two-thirds of the directors present at the meeting of the Board by way of resolution.
...	...
	After the Company acquires its H shares in accordance with Article 36 of these Articles of Association, it may, at its discretion, cancel such shares or hold them as treasury shares in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”). If the board of directors does not specify that the relevant shares will be held as treasury shares, such shares shall be cancelled. The Company shall hold the treasury shares in a clearly identifiable separate account within the Hong Kong Securities Clearing Company Ltd. The Company shall not exercise any right in respect of the treasury shares, and no dividend may be declared or paid in respect of the treasury shares. Treasury shares may be disposed of by the Company on such terms and conditions as determined by the board of directors subject to these Articles of Association and the Hong Kong Listing Rules.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments

After Amendments

Article 40 The Company or its subsidiaries (including affiliates) shall not at any time provide any financial assistance in any form to purchasers or prospective purchasers of the shares in the Company. Purchasers of shares in the Company as referred to above shall include any person who directly or indirectly incurs any obligations as a result of acquisition of shares in the Company. The Company or its subsidiaries (including affiliates) shall not at any time provide any financial assistance in any form to the above obligors in order to reduce or discharge their obligations. The provisions of this Article shall not apply to the circumstances described in Article 42 of this Chapter.

Article 38 The Company or its subsidiaries (including affiliates) shall not at any time provide any financial assistance in the form of gifts, advances, guarantees, borrowings, etc. to purchasers or prospective purchasers of the shares in the Company or its parent company (including any person who directly or indirectly incurs any obligations as a result of acquisition of shares in the Company) or provide financial assistance to the above mentioned obligors in order to reduce or discharge their obligations, except for the implementation of the Company's employee shareholding plan. In the interests of the Company, the Company may, by the resolution of a general meeting, or by the resolution of the board of directors in accordance with these Articles of Association or as authorised by the general meeting, provide financial assistance to others for the acquisition of shares of the Company or those of its parent company, provided that the aggregate amount of such financial assistance shall not exceed 10% of the total issued share capital. The relevant resolution of the board of directors shall be passed by more than two-thirds of all directors. Where the Company or any of its subsidiaries (including affiliates) engages in the conduct specified in this article, it shall comply with applicable laws, administrative regulations, the rules of the CSRC, and the regulations of the place where the Company's shares are listed.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments

After Amendments

Article 58 When a shareholder requests to have access to or obtain a copy of the information mentioned in the preceding Article, he shall present written evidence to prove the class and number of shares held by him. The Company shall, after verifying the shareholder's identity, provide the information as requested by such shareholder, and may charge reasonable fees for providing copies of the foregoing information.

Article 53 When a shareholder requests to review and copy the relevant information of the Company, he/she shall comply with the provisions of laws and administrative regulations including the Company Law and the Securities Law and the regulations of the securities regulatory authority at the place where the Company's shares are listed and present written evidence to prove the class and number of shares held by him. The Company shall, after verifying the shareholder's identity, provide the information as requested by such shareholder, and may charge reasonable fees for providing copies of the foregoing information. Shareholders requesting to review the accounting books and vouchers of the Company shall submit a written request to the Company, stating the purpose. If the Company reasonably believes that the shareholder's review of the accounting books and vouchers is for an improper purpose that may harm the legitimate interests of the Company, it may refuse such review, and shall provide a written reply to the shareholders within fifteen days from the date of the shareholders' written request, explaining the reasons for the refusal. If the review is denied by the Company, the shareholder may initiate legal proceedings in the People's Court.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 59 If a resolution of the Company's general meeting or board meeting contravenes the laws or administrative regulations, the shareholders may request the court to annul the resolution.

If the convening procedure or voting method of a general meeting or board meeting contravenes the laws, administrative regulations or these Articles of Association, or if the contents of the resolutions of such meetings contravene these Articles of Association, the shareholders may request the court to revoke the resolution within 60 days after the date of such resolution. | Article 54 If a resolution of the Company's general meeting or board meeting contravenes the laws or administrative regulations, the shareholders may request the court to annul the resolution.

If the convening procedure or voting method of a general meeting or board meeting contravenes the laws, administrative regulations or these Articles of Association, or if the contents of the resolutions of such meetings contravene these Articles of Association, the shareholders may request the People's Court to revoke the resolution within 60 days after the date of such resolution. However, this does not apply if such procedures for convening the general meeting and the board meeting, or the voting thereat, have only minor flaws that have no substantial impact on the resolution.

Where the board of directors, shareholders and other stakeholders dispute the validity of a resolution of the general meeting, they shall promptly file a lawsuit with the People's Court. The relevant parties shall execute the resolution of the general meeting before the People's Court makes a judgment or ruling to revoke the resolution. The Company, directors and senior management shall perform their duties diligently to ensure the normal operation of the Company.

Where the People's Court makes a judgement or ruling on the relevant matter, the Company shall fulfill its obligations to disclose the information in accordance with laws, administrative regulations, and the securities regulating rules of the place where the Company's shares were listed, fully explain the impact of the judgement or ruling on the Company, and actively cooperate with the authorities in the enforcement of the judgement or ruling after it has come into effect. Where previous matters need to be corrected, the Company shall handle the correction in a timely manner and fulfill its obligations to disclose the information accordingly. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
	A resolution of the general meeting or board meeting of the Company shall not be valid under any of the following circumstances:
(1) no general meeting or board meeting has been convened to pass the resolution;
(2) the resolution is not voted on at the general meeting or board meeting;
(3) the number of persons attending the meeting or the number of voting rights held by them does not reach the number of persons or the number of voting rights held as stipulated in the Company Law or these Articles of Association;
(4) the number of persons or the number of voting rights held by them voting for the resolution does not reach the number of persons or the number of voting rights held as stipulated in the Company Law or these Articles of Association.
Article 60 If a director or senior management member violates the laws, administrative regulations or these Articles of Association when carrying out his/her duties, resulting in losses to the Company, any shareholders individually or together holding 1% or more of the shares of the Company for 180 days consecutively may request the supervisory committee in writing to bring a legal action in a court. If the supervisory committee violates the laws, administrative regulations or these Articles of Association when carrying out its duties, resulting in losses to the Company, the shareholders may request the board of directors in writing to bring a legal action in a court.	Article 55 If a director or senior management member other than the members of the Audit and Risk Management Committee violates the laws, administrative regulations or these Articles of Association when carrying out his/her duties, resulting in losses to the Company, any shareholders individually or together holding 1% or more of the shares of the Company for 180 days consecutively may request the Audit and Risk Management Committee in writing to bring a legal action in the People's Court. If the Audit and Risk Management Committee violates the laws, administrative regulations or these Articles of Association when carrying out its duties, resulting in losses to the Company, the abovementioned shareholders may request the board of directors in writing to bring a legal action in the People's Court.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments

After Amendments

If the supervisory committee or board of directors refuses to bring legal actions upon receipt of the shareholder's written request under the preceding paragraph, or fails to bring legal actions within 30 days upon receipt of the request, or there is an emergency where the Company would suffer irreparable loss if a legal action is not initiated immediately, then the shareholders described in the preceding paragraph may directly bring a legal action in a court in their own names for the interest of the Company.

If any other person damages the lawful interests of the Company and result in losses to the Company, the shareholders described in the first paragraph of this Article may bring a legal action in a court in accordance with the two preceding paragraphs of this Article. | If the Audit and Risk Management Committee or board of directors refuses to bring legal actions upon receipt of the shareholder's written request under the preceding paragraph, or fails to bring legal actions within 30 days upon receipt of the request, or there is an emergency where the Company would suffer irreparable loss if a legal action is not initiated immediately, then the shareholders described in the preceding paragraph may directly bring a legal action in a court in their own names for the interest of the Company.

If any other person damages the lawful interests of the Company and result in losses to the Company, the shareholders described in the first paragraph of this Article may bring a legal action in a court in accordance with the two preceding paragraphs of this Article. |
| | If a director or senior management member of a wholly-owned subsidiary of the Company violates the laws, administrative regulations or these Articles of Association, resulting in losses to the Company, or any other person damages the lawful interests and result in losses to the wholly-owned subsidiary of the Company, any shareholders individually or together holding 1% or more of the shares of the Company for 180 days consecutively may request, in accordance with the provisions of the first three paragraphs of Article 189 of the Company Law, submit a written request to the board of directors of the wholly-owned subsidiary for commencing legal proceedings in the People's Court, or directly file a lawsuit with the People's Court in their own name. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 64 The controlling shareholder or actual controller of the Company shall not use its connected relationship to damage the Company's interests. In case of a breach which results in losses to the Company, such controlling shareholder or actual controller shall be liable for compensation.

The controlling shareholder and actual controller of the Company have fiduciary duty towards the Company and public shareholders of the Company. The controlling shareholder shall exercise its rights as a capital contributor strictly according to the laws. The controlling shareholder shall not make use of methods such as distribution of profits, restructuring of assets, external investment, appropriation of funds, providing loans or guarantee to damage the lawful interests of the Company and public shareholders. The controlling shareholder shall not make use of its controlling position to damage the lawful interests of the Company and public shareholders.

In addition to the obligations under the laws, administrative regulations or the listing rules of the stock exchange(s) on which the shares of the Company are listed, the controlling shareholder may not, in exercising its powers as a shareholder, shall not exercise its voting rights in respect of the following matters in a manner prejudicial to the interests of all or a portion of the shareholders of the Company: | Article 59 The controlling shareholder and actual controller of the Company shall exercise their rights and fulfill their obligations in accordance with laws, administrative regulations, the requirements of the CSRC and stock exchanges of the place where the Company's shares are listed to safeguard the interests of the Company.

Controlling shareholder and actual shareholder of the Company shall comply with the following provisions:

(1) to exercise their rights as shareholders in accordance with the law and not to abuse their control or use their related/connected relationship to prejudice the legitimate interests of the Company or other shareholders;

(2) to strictly fulfill their public statements and various undertakings and not to change or waive such statements and undertakings;

(3) to fulfill their information disclosure obligations in strict accordance with relevant regulations, proactively cooperate with the Company in information disclosure and inform the Company in a timely manner of material events that have occurred or are intended to occur; |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
(1) to exempt a director or supervisor from the obligation of acting honestly in the best interests of the Company;	(4) not to appropriate the Company's funds in any way;
(2) to approve the expropriation by a director or supervisor (for his own benefit or for the benefit of another person) of the Company's assets in any way, including (but not limited to) opportunities which are beneficial to the Company;	(5) not to order, instruct, or request the Company and its relevant personnel to provide guarantees in violation of laws and regulations;
(3) Approving a director or supervisor (for his/her own or another person's benefit) to deprive other shareholders of their rights or interests, including (but not limited to) the rights to distributions and voting rights, but not including restructuring of the Company submitted to and adopted at the shareholders general meeting in accordance with these Articles of Association.	(6) not to make use of the Company's undisclosed material information to gain benefits, or disclose in any way undisclosed material information relating to the Company, or engage in insider trading, short-term trading, market manipulation or other illegal and unlawful acts;
	(7) not to prejudice the legitimate interests of the Company and other shareholders through unfair related party/connected transactions, profit distribution, asset restructuring, external investment or any other means;
	(8) to ensure the integrity of the Company's assets, and the independence of its personnel, finance, organization and business, and not to affect the independence of the Company in any way;
	(9) laws, administrative regulations, requirements of the CSRC and the securities regulating rules of the stock exchanges, business rules of stock exchanges and other requirements of these Articles of Association.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
	If a controlling shareholder or actual controller of the Company does not act as a director of the Company but actually executes the affairs of the Company, the provisions of the Articles of Association on the duties of loyalty and diligence of directors shall apply.

Where a controlling shareholder or actual shareholder of the Company instructs a director or senior officer to engage in an act that is detrimental to the interests of the Company or its shareholders, he/she shall bear joint and several liability with the director or senior officer.

A controlling shareholder or actual controllers shall maintain control over the Company and the stability of its production operations if they pledge the Company's shares held or effectively controlled by them; in the event of any transfer of the Company's shares held by a controlling shareholder or actual controller they shall comply with the restrictive provisions regarding the transfer of shares stipulated under the laws, administrative regulations and the requirements of the securities regulatory authority at the place where the Company's shares are listed, as well as the undertakings they have made in respect of restrictions on share transfer. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 67 The general meeting shall exercise the following functions and powers:	Article 61 The general meeting shall exercise the following functions and powers:
(1) to decide on the Company's operational policies and investment plans;	(1) to elect and replace directors and to decide on matters relating to the remuneration of directors;
(2) to elect and replace directors and supervisors who are not representatives of the employees and to decide on matters relating to the remuneration of directors and supervisors;	(2) to review and approve the reports of the board of directors;
(3) to review and approve the reports of the board of directors;	(3) to review and approve the profit distribution plan and loss compensation plan of the Company;
(4) to review and approve the reports of the supervisory committee;	(4) to decide on increasing or reducing the registered capital of the Company;
(5) to review and approve the annual financial budgets and final accounts of the Company;	(5) to decide on merger, division, winding up, liquidation or change of corporate form of the Company;
(6) to review and approve the profit distribution plan and loss compensation plan of the Company;	(6) to decide on issuance of debentures of the Company;
(7) to decide on increasing or reducing the registered capital of the Company;	(7) to decide on appointment and dismissal of accounting firms engaged in the audit work of the Company;
(8) to decide on merger, division, winding up, liquidation or change of corporate form of the Company;	(8) to amend these Articles of Association;
(9) to decide on issuance of debentures or other securities of the Company or its listing plan;	(9) to review and approve any provision of guarantees which shall be reviewed at the general meeting as prescribed in Article 62 of these Articles of Association;
(10) to decide on appointment and dismissal of accounting firms by the Company;	(10) to review any major acquisition or disposal of assets within a year with a value exceeding 30% of the latest audited total assets of the Company;
(11) to amend these Articles of Association;	(11) to review and approve any change in the use of proceeds;

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
(12) to review and approve any provision of guarantees which shall be reviewed at the general meeting as prescribed in Article 68 of these Articles of Association;	(12) to review share incentive schemes and employee stock ownership schemes;
(13) to review any major acquisition or disposal of assets within a year with a value exceeding 30% of the latest audited total assets of the Company;	(13) to review proposals of the shareholders who represent 1% or more of the Company’s voting shares;
(14) to review share incentive schemes and employee stock ownership schemes;	(14) to review other matters which shall be approved at the general meeting in accordance with the laws, administrative regulations, departmental regulations, listing rules of the local stock exchange where the Company’s shares are listed or these Articles of Association.
(15) to review proposals of the shareholders who represent 3% or more of the Company’s voting shares; and	The general meeting may authorize the board of directors to resolve on the issuance of debentures of the Company.
(16) to review other matters which shall be approved at the general meeting in accordance with the laws, administrative regulations, departmental regulations, listing rules of the local stock exchange where the Company’s shares are listed or these Articles of Association.
Article 72 The venue of a general meeting of the Company shall be the domicile of the Company or another specific location informed by the convener of the general meeting.	Article 66 The venue of a general meeting of the Company shall be the domicile of the Company or another specific location informed by the convener of the general meeting.
The general meeting shall have a venue for convening the on-site meetings. The Company shall make it convenient for the shareholders to attend the general meetings through online voting. Shareholders so attend the general meetings shall be deemed to be present at such meetings.	The general meeting shall have a venue for convening the on-site meetings. The Company shall make it convenient for the shareholders to attend the general meetings through online voting. General meeting may be convened by means of electronic communication in addition to being held on-site at a meeting place. Shareholders attending the general meeting by means of electronic communication shall have the right to speak and vote.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 74 Independent directors may propose to the board of directors to convene an extraordinary general meeting. The board of directors shall, in accordance with the law, administrative regulations and these Articles of Association, give a written reply within 10 days after its receipt of such proposal, to state whether it agrees or disagrees to convene an extraordinary general meeting.

If the board of directors agrees to convene the extraordinary general meeting, it shall issue a notice of general meeting within 5 days after the board resolution for this purpose is adopted. If the board of directors does not agree to convene an extraordinary general meeting, it shall explain the reasons and make an announcement accordingly. | Article 68 The board of directors shall timely convene the general meeting within the timeframe as required.

With the approval by a majority of all independent directors, the independent directors shall have the right to propose to the board of directors to call an extraordinary general meeting. The board of directors shall, in accordance with the law, administrative regulations and these Articles of Association, give a written reply within 10 days after its receipt of such proposal, to state whether it agrees or disagrees to convene an extraordinary general meeting.

If the board of directors agrees to convene the extraordinary general meeting, it shall issue a notice of general meeting within 5 days after the board resolution for this purpose is adopted. If the board of directors does not agree to convene an extraordinary general meeting, it shall explain the reasons and make an announcement accordingly. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 79 When a general meeting is held by the Company, the board of directors, supervisory committee or shareholders individually or together holding 3% or more of the shares of the Company may make proposals to the Company.

Shareholders individually or together holding 3% or more of the shares of the Company may submit ad hoc proposals in writing to the convener of the general meeting at least 10 days before the date of the general meeting. The convener shall issue a supplementary notice of the general meeting within 2 days upon receipt of the proposals and announce the contents of the ad hoc proposals.

Except for circumstances provided in the above paragraph, the convener, after issuing the notice of the general meeting, cannot revise the proposals stated in the notice of general meetings or add new proposals.

A general meeting shall not vote or resolve on any proposal which is not listed in the notice of such general meeting or does not comply with Article 78 of these Articles of Association. | Article 73 When a general meeting is held by the Company, the board of directors, Audit and Risk Management Committee or shareholders individually or together holding 1% or more of the shares of the Company may make proposals to the Company.

Shareholders individually or together holding 1% or more of the shares of the Company may submit ad hoc proposals in writing to the convener of the general meeting at least 10 days before the date of the general meeting within the specified period under the Hong Kong Listing Rules. In accordance with the Company Law and the Hong Kong Listing Rules, the convener shall issue a supplementary notice of the general meeting within 2 days upon receipt of the proposals and announce the contents of the ad hoc proposals, and submit the ad hoc proposals to the general meeting for consideration, except for the ad hoc proposals that violate the laws, administrative regulations or the provisions of these Articles of Association, or are not fall within the duties of the general meeting.

Except for circumstances provided in the above paragraph, the convener, after issuing the notice of the general meeting, cannot revise the proposals stated in the notice of general meetings or add new proposals.

A general meeting shall not vote or resolve on any proposal which is not listed in the notice of such general meeting or does not comply with these Articles of Association. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 89 The instrument appointing a proxy shall be in writing and signed by the appointing shareholder or his attorney duly authorized in writing; where the appointing shareholder is a legal person, such instrument shall be under its seal or signed by its director or duly authorized representative.

The instrument issued by the shareholder to appoint a proxy to attend the general meeting shall state the following contents:

(1) the name of the proxy;

(2) whether the proxy has voting rights;

(3) instructions as to vote for, vote against or abstain from each proposal on the general meeting agenda;

(4) the signing date and validity term of the instrument;

(5) signature (or seal) of the principal. If the principal is a legal person shareholder, the seal of the legal person shall be affixed;

(6) specifying the number of shares represented by such proxy;

(7) If more than one proxy is appointed, the instrument shall specify the number of shares represented by each proxy respectively. | Article 84 The instrument appointing a proxy shall be in writing and signed by the appointing shareholder or his attorney duly authorized in writing; where the appointing shareholder is a legal person, such instrument shall be under its seal or signed by its director or duly authorized representative. Where such a proxy form for voting is signed by a person authorized by the principal, the power of attorney for authorized signature or other authorization documents shall be notarized. The power of attorney or other authorization documents upon notarized shall, together with the proxy form for voting, be placed at the Company's domicile or such other location as specified in the notice of the meeting.

The instrument issued by the shareholder to appoint a proxy to attend the general meeting shall state the following contents:

(1) the name of the principal, as well as the class and number of shares of the Company held by him/her;

(2) the name of the proxy;

(3) specific instructions from shareholders, including instructions as to whether to vote “for” or “against” or “abstained from voting on”, each item on the agenda of the general meeting as an item for consideration thereat;

(4) the signing date and validity term of the instrument;

(5) signature (or seal) of the principal. If the principal is a legal person shareholder, the seal of the legal person shall be affixed; |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
/	Article 110 When considering a proposed resolution, the general meeting shall not revise it; if an amendment is made, it shall be deemed as a new proposed resolution and may not be voted on during the current general meeting.

Article 111 The same vote may only be cast once at the location of a general meeting, or by online voting or other means. Where the same vote is cast for two or more times, the first cast shall hold.

Article 112 Before the general meeting votes on a proposed resolution, two shareholders' representatives shall be elected to participate in the vote counting and vote scrutiny. When a shareholder is related/connected to a matter being considered, he or she and his or her proxies may not participate in the vote counting or vote scrutiny.

When votes are cast on proposed resolutions at the general meeting, attorneys, representatives of the shareholders shall be jointly responsible for the vote counting and vote scrutiny and shall announce the voting results at the meeting. The voting result shall be recorded in the meeting minutes.

Shareholders of the Company or their proxies, who have cast their votes by online voting or by other means, shall have the right to check the voting results in the way in which they have cast their votes. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments

After Amendments

Article 113 A shareholder attending a general meeting shall express one of the following opinions on any proposed resolution to be voted on: for, against or abstention, save for the circumstance under which the securities registration and clearing organizations acting as the nominal holder of shares under the Mainland-Hong Kong Stock Connect, make reporting in accordance with the instruction of the de facto holders of relevant shares.

If a poll is blank, marked erroneously, illegible or has not been cast, the voter shall be deemed to have waived his or her right to vote and the voting results for the number of shares that he or she holds shall be recorded as “abstained”.

Article 114 The resolutions of the general meeting shall be promptly announced, which shall specify the number of shareholders or their proxies present at the meeting, the total number of voting shares held by them, the proportion of voting shares held by them in the total number of voting shares of the Company, the voting methods, the voting result on each proposal and the detailed contents of the resolutions adopted.

Article 115 Where a proposal has not been passed or any change is made at the current general meeting to the resolution passed by the last general meeting, a special note shall be made in the public announcement of the resolutions of the general meeting. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
	Article 116 Where proposals regarding election of directors are passed at the general meeting, the effective date of the appointment of the new director shall be the time when the proposals of relevant elections are passed at the general meeting.

Article 117 Where proposals regarding cash dividend, share bonus or conversion of the capital reserve into share capital are passed at the general meeting, the Company will implement the specific plan within 2 months after the general meeting. |
| Chapter 9 Special Procedures for Voting at Class Meeting | "Chapter 9 Special Procedures for Voting at Class Meeting" is deleted. |
| Article 126 Directors shall be elected or replaced by the general meeting and serve a term of three years for each term. A director may serve consecutive terms if re-elected upon the expiry of his term, unless otherwise stipulated by the relevant laws, regulations and listing rules of the place where the Company's shares are listed.

A director's term of service commences from the date he takes up the appointment, until the current term of service of the board of directors ends. If a director's term of service expires but a new director is not yet appointed, the original director shall continue to carry out the director's duties according to the laws, administrative regulations, departmental regulations and these Articles of Association until the newly elected director's appointment comes into effect. Before expiry of the current term of office, a director can be dismissed by the general meeting.

...
A director need not be a shareholder of the Company. | Article 120 Directors shall be elected or replaced by the general meeting and serve a term of three years for each term. A director may serve consecutive terms if re-elected upon the expiry of his/her term, unless otherwise stipulated by the relevant laws, regulations and listing rules of the place where the Company's shares are listed.

A director's term of service commences from the date he/she takes up the appointment, until the current term of service of the board of directors ends. If a director's term of service expires but a new director is not yet appointed, the original director shall continue to carry out the director's duties according to the laws, administrative regulations, departmental regulations and these Articles of Association until the newly elected director's appointment comes into effect. Before expiry of the current term of office, a director can be dismissed by the general meeting, which shall come into effect from the date on which such resolution is made. Where a director is removed from office prior to expiration of his/her term of office without justifiable cause, the director may demand compensation from the Company.

... |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 131 When a director’s resignation takes effect or when his term of service expires, the director shall complete all handover procedures with the board of directors. His fiduciary duties towards the Company and the shareholders shall continue to be effective for twelve months from the end of his term of service. The duty of confidentiality in relation to trade secrets of the Company survives the termination of their tenure until the same falls into the public domain. Other duties may continue for such as period as the principle of fairness may require depending on the time lapse between the occurrence of the event concerned and the termination of tenure and the circumstances under which the relationship between him and the Company are terminated.	Article 125 The Company shall establish a system for managing the resignation of directors, specifying the safeguards for the recovery of liability and compensation for unfulfilled public commitments and other outstanding matters. When a director’s resignation takes effect or when his/her term of service expires, the director shall complete all handover procedures with the board of directors. His/her fiduciary duties towards the Company and the shareholders shall continue to be effective for twelve months from the end of his/her term of service. The obligations of a director arising from the performance of his/her duties during his/her term of office shall not be relieved or terminated by his/her departure from office. The duty of confidentiality in relation to trade secrets of the Company survives the termination of their tenure until the same falls into the public domain. Other duties may continue for such as period as the principle of fairness may require depending on the time lapse between the occurrence of the event concerned and the termination of tenure and the circumstances under which the relationship between him and the Company are terminated.
Article 133 If a director violates the laws, administrative regulations, departmental regulations or these Articles of Association when carrying out his duties and causes loss to the Company, he shall be held responsible for compensation.	Article 127 If a director causes damage to others when carrying out his or her duties, the Company shall be liable for compensation; if a director acts with willful or material default, he or she shall also be liable for compensation. If a director violates the laws, administrative regulations, departmental regulations or these Articles of Association when carrying out his/her duties and causes loss to the Company, he/she shall be held responsible for compensation.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 134 The Company shall have independent directors. An independent director means a director who takes no, position in the Company other than the directorship, and has no relationship with the Company or its substantial shareholders (“substantial shareholders” mean shareholders who separately or together hold at least 5% of the total number of voting shares of the Company) that may be prejudicial to his ability to make independent and objective judgement, and satisfies the requirements on independence by the listing rules of the place where the Company’s shares are listed. In addition to the provisions of this section, the relevant provisions set out in Chapter 16 of these Articles of Association shall also apply to the qualifications and obligations of independent directors.	Article 128 The Company shall have independent directors. An independent director means a director who takes no, position in the Company other than the directorship, and has no direct or indirect interest in the Company and the controlling shareholder or its substantial shareholders (“substantial shareholders” mean shareholders who separately or together hold at least 5% of the total number of voting shares of the Company, or who hold less than 5% of the shares but have material influence on the Company), and the actual shareholder, or any other relationship that may be prejudicial to his/her ability to make independent and objective judgement, and satisfies the requirements on independence by the listing rules of the place where the Company’s shares are listed. In addition to the provisions of this section, the relevant provisions set out in Chapter 14 of these Articles of Association shall also apply to the qualifications and obligations of independent directors.
Article 140 The board of directors shall comprise nine directors, including three independent directors. The board of directors shall have one chairman, and the general meeting may decide whether and how to set up the post of vice chairman by an ordinary resolution at the general meeting. (The provisions in these Articles of Association in relation to a vice chairman are only applicable if the Company has a vice chairman. The same applies below.) The chairman and vice chairman (or vice chairmen) of the board of directors shall be elected and removed by more than one half of all the directors. The chairman and vice chairman (or vice chairmen) of the board shall serve a term of three years and may be reelected upon the expiry of their terms.	Article 133 The Company shall set up a board of directors consisting of seven to nine directors including three independent directors and one employee director. The board of directors shall have one chairman, and the general meeting may decide whether and how to set up the post of vice chairman by an ordinary resolution at the general meeting. (The provisions in these Articles of Association in relation to a vice chairman are only applicable if the Company has a vice chairman. The same applies below.) The chairman and vice chairman (or vice chairmen) of the board of directors shall be elected and removed by more than one half of all the directors. The chairman and vice chairman (or vice chairmen) of the board shall serve a term of three years and may be reelected upon the expiry of their terms.

The employee director shall be democratically elected by the employees’ representative meeting, the employees’ meeting or other forms of democratic election.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 141 The board of directors exercises the following functions and powers:	Article 134 The board of directors exercises the following functions and powers:
(1) to be responsible for the convening of general meetings and report its work to the general meetings;	(1) to be responsible for the convening of general meetings and report its work to the general meetings;
(2) to implement resolutions of the general meetings;	(2) to implement resolutions of the general meetings;
(3) to decide on the Company’s business plans and investment schemes;	(3) to decide on the Company’s business plans and investment schemes;
(4) to formulate the annual financial budgets and final accounts of the Company;	(4) to decide on the annual financial budgets and final accounts of the Company;
(5) to formulate the Company’s profit distribution plans and plans on making up losses;	(5) to formulate the Company’s profit distribution plans and plans on making up losses;
(6) to formulate proposal for the Company to increase or decrease of its registered capital, issue debentures or other securities and listing thereof;	(6) to formulate proposal for the Company to increase or decrease of its registered capital, issue debentures or other securities and listing thereof;
(7) to formulate plans for mergers, divisions, dissolution and alteration of corporate form of the Company;	(7) to formulate plans for mergers, divisions, dissolution and alteration of corporate form of the Company or plans for the Company’s substantial acquisitions or repurchase of shares of the Company;
(8) to formulate plans for the Company’s substantial acquisitions or repurchase of shares of the Company;	(8) within the scope authorized by the general meeting, to decide, among others, the Company’s external investment, purchase and sale of assets, creation of mortgage on the Company’s assets, provision of guarantees, wealth management entrustment, related party/connected transactions, external donations;
(9) within the scope authorized by the general meeting, to decide, among others, the Company’s external investment, purchase and sale of assets, creation of mortgage on the Company’s assets, provision of guarantees, wealth management entrustment, connected transactions, external donations;	(9) to decide on establishment of internal management organizations of the Company;

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
(10) to decide on establishment of internal management organizations of the Company;	(10) to determine the setup of the specialized committees under the board of directors, appoint or dismiss the chairmen of such committees (the conveners);
(11) to determine the setup of the specialized committees under the board of directors, appoint or dismiss the chairmen of such committees (the conveners);
...
If any matter of authority to be exercised by the board of directors above or any transaction or arrangement of the Company shall be subject to review by the general meeting according to the listing rules of the place where the Company's shares are listed, such matters shall be submitted to the general meeting for review.	(11) to decide on appointment or dismissal of the general manager, the secretary to the board of directors and the secretary to the Company, and to decide on their remunerations, rewards and punishments; in accordance with the nominations by the general manager, to decide on appointment or dismissal of senior management members such as deputy general managers, financial controller and chief engineer, general legal counsel and to decide on their remunerations, rewards and punishments;
Except for the matters specified in paragraphs (6), (7), (14) and (19) of this Article, as well as laws, administrative regulations, listing rules of the listing place where the Company's shares are listed, this Articles of Association which shall be passed by at least two-thirds of the directors, all other matters above may be passed by at least one half of the directors.	...
Where the above duties involve any of the significant events or issues referred to under Article 125, it shall be first deliberated by the Party Committee and the board of directors will make the final decision.	If any matter of authority to be exercised by the board of directors above or any transaction or arrangement of the Company shall be subject to review by the general meeting according to the listing rules of the place where the Company's shares are listed, such matters shall be submitted to the general meeting for review.
	Except for the matters specified in paragraphs (5), (6), (13) and (18) of this Article, as well as laws, administrative regulations, listing rules of the listing place where the Company's shares are listed, this Articles of Association which shall be passed by at least two-thirds of the directors, all other matters above may be passed by at least one half of the directors.
	Where the above duties involve any of the significant events or issues referred to under Article 119, it shall be first deliberated by the Party Committee and the board of directors will make the final decision.
/	Article 135 The board of directors of the Company shall give an explanation to the general meeting for any modified audit opinion made by the chartered accountant in relation to the financial report of the Company.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 143 The board of directors shall set up the Audit and Risk Management Committee, Remuneration and Appraisal Committee and Nomination Committee, and may set up other specialized committees such as Strategic Committee, to advise the board of directors on major decisions.

Each specialized committee is responsible to the board of directors. All members of the specialized committees shall be directors. The Audit Committee shall comprise at least three members, who shall be non-executive directors. The majority of its members shall be independent non-executive directors with at least one independent non-executive director holding proper qualification as required by the listing rules, or appropriate accounting or related financial management expertise. The chairman of the Audit Committee shall be an independent non-executive director. The majority of the Remuneration and Appraisal Committee shall be independent non-executive directors and the chairman of the Remuneration and Appraisal Committee shall be an independent non-executive director. The chairman of the Nomination Committee shall be the chairman of the board of directors or an independent non-executive director and the majority of the Nomination Committee shall be independent non-executive directors. The board of directors may also set up additional specialized committees or adjust the existing committees if necessary. The board of directors shall separately formulate the scope of responsibilities and rules of procedures for each specialized committee. | Article 137 The board of directors shall set up the Audit and Risk Management Committee, Remuneration and Appraisal Committee and Nomination Committee, and may set up other specialized committees such as Strategic Committee, to advise the board of directors on major decisions. The board of directors may also set up additional specialized committees or adjust the existing committees if necessary.

Each specialized committee is responsible to the board of directors. All members of the specialized committees shall be directors. The Audit and Risk Management Committee shall comprise at least three members, who shall be non-executive directors. The majority of its members shall be independent non-executive directors with at least one independent nonexecutive director holding proper qualification as required by the listing rules, or appropriate accounting or related financial management expertise. The chairman of the Audit Committee shall be an independent non-executive director. The majority of the Remuneration and Appraisal Committee shall be independent non-executive directors and the chairman of the Remuneration and Appraisal Committee shall be an independent non-executive director. The chairman of the Nomination Committee shall be an independent non-executive director and the majority of the Nomination Committee shall be independent non-executive directors.

The Audit and Risk Management Committee exercises the powers and functions of the supervisory committee as stipulated in the Company Law. The board of directors shall separately formulate the scope of responsibilities and rules of procedures for each specialized committee. For matters not stipulated in this Article regarding the special committees, the relevant provisions of applicable laws, regulations, or the listing rules of the place where the Company's shares are listed shall govern. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 189 A person may not serve as a director, supervisor, or senior management member of the Company if he/she is in any of the following circumstances:	Article 166 A person may not serve as a director or senior management member of the Company if he/she is in any of the following circumstances:
(1) he/she has no capacity or only has restricted capacity for civil acts;	(1) he/she has no capacity or only has restricted capacity for civil acts;
(2) he/she has been found guilty of offences of corruption, bribery, embezzlement or misappropriation of property or disruption of the social economic order, and not more than five years have lapsed since the sentence was served, or he/she has been deprived of his political rights as a criminal punishment, and not more than five years have lapsed since the sentence was served;	(2) he/she has been found guilty of offences of corruption, bribery, embezzlement or misappropriation of property or disruption of the social economic order, or he/she has been deprived of his or her political rights due to his or her crimes, where not more than five years have lapsed since the sentence was served, in the case of a suspended sentence, where less than two years have lapsed since the date of expiration of the probation period;
(3) he/she is a former director, factory manager or general manager of a company or enterprise which has entered into insolvent liquidation and he/she is personally liable for the insolvency of such company or enterprise, where less than three (3) years have elapsed since the date of completion of the insolvency and liquidation of the company or enterprise;	(3) he/she is a former director, factory manager or general manager of a company or enterprise which has entered into insolvent liquidation and he/she is personally liable for the insolvency of such company or enterprise, where less than three years have elapsed since the date of completion of the insolvency and liquidation of the company or enterprise;
(4) he/she is a former legal representative of a company or enterprise which had its business license revoked due to violation of the law and he/she is personally liable for such revocation, where less than three (3) years has elapsed since the date of revocation of the business license;	(4) he/she is a former legal representative of a company or enterprise which had its business license revoked and was ordered to be closed down due to violation of the law and he/she is personally liable for such revocation, where less than three years has elapsed since the date of revocation of the business license or the date of being ordered to be closed down;
(5) he/she has a relatively large amount of debts due and outstanding;	(5) he/she has a relatively large amount of debts due and outstanding and has been listed as a discredited party subject to enforcement by the People's Court;

– I-26 –

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
(6) he/she is under criminal investigation by a judicial organization for violation of the criminal law where said investigation is not yet concluded;	(6) he/she has been barred from the securities market by the CSRC for a certain period of time and such period has not expired yet;
(7) he/she is prohibited to enter the securities market by the securities regulatory authority under the State Council and the aforesaid prohibition period has not yet expired;	(7) he/she has been publicly declared by any stock exchange to be unsuitable for serving as the directors and senior management of any listed company;
(8) he/she is has been found by the competent authority as violating relevant securities regulations and acting fraudulently or dishonestly, where not more than five years have lapsed since the date of such finding;	(8) other circumstances prescribed by the laws, administrative regulations or departmental regulations or rules of security regulators and stock exchange(s) in the territory where the Company's shares are listed.
(9) he/she is not a natural person;
(10) other circumstances prescribed by the laws, administrative regulations or departmental regulations or rules of security regulators and stock exchange(s) in the territory where the Company's shares are listed.
Article 193 The Company's directors, supervisors, and senior management members must, in the exercise of their duties, abide by the principles of good faith and shall not place themselves in a position where there is a conflict between their personal interests and their duties. This principle shall include (but not limited to) the fulfillment of the following obligations:	Article 167 Directors and senior management members shall observe the provisions of laws, administrative regulations and these Articles of Association with the obligations of loyalty to the Company, take measures to avoid conflicts between their own interests and the Company's interests, and must not abuse their authority to seek improper benefits.
(1) to act honestly in the best interests of the Company;	The directors and senior management members shall fulfill the following obligations of loyalty to the Company:
(2) to exercise powers within the scope of their functions and powers and not to exceed such powers;	(1) not to misappropriate the Company's properties or divert the funds of the Company;
	(2) not to deposit any funds of the Company in an account opened in their names or in the names of others;

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
(3) to personally exercise the discretion vested in him/her, not to allow himself/herself to be manipulated by another person and, not to delegate the exercise of his discretion to another party unless permitted by the law and administrative regulations or with the informed consent of the shareholders at the general meeting;	(3) not to abuse their authority in bribes or accepting other unlawful income;
(4) to treat shareholders of the same class equally and to treat shareholders of different classes fairly;	(4) not to enter into any contract or conduct any transaction, directly and indirectly, with the Company without reporting to the board of directors or the general meeting and obtaining approval through resolutions by the board of directors or the general meeting as stipulated in these Articles of Association;
(5) not to conclude a contract or enter into a transaction or arrangement with the Company except as otherwise provided in these Articles of Association of the Company or with the informed consent of the shareholders at the general meeting;	(5) not to take advantage of their positions to seek any business opportunities that are due to the Company for themselves or others, unless such business opportunities are not available to the Company upon reporting to the board of directors or the general meeting and obtaining approval through resolutions by the general meeting or as required in laws, administrative regulations and these Articles of Association;
(6) not to use the Company's property for his own benefit in any way without the informed consent of the general meeting;	(6) not to conduct any businesses similar to those of the Company for themselves or others without reporting to the board of directors or the general meeting and obtaining approval through resolutions by the general meeting;
(7) not to exploit his position to accept bribes or other illegal income, misappropriate the Company's funds or expropriate the Company's property by any means, including (without limitation) opportunities advantageous to the Company;	(7) not to take any commission for any transaction between other parties and the Company as their own;
(8) not to accept commissions in connection with Company's transactions without the informed consent of the general meeting;	(8) not to disclose any secret of the Company;
(9) to abide by these Articles of Association, perform his duties faithfully, and protect the interests of the Company and not to exploit his position and power in the Company to advance his own private interests;	(9) not to use his or her related/connected relationships to harm the interests of the Company;

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
(10) not to seek for himself/herself or others the business opportunities originally belonged to the Company, not to operate for himself or others business similar to the Company's and not to compete with the Company in any way, in each case without the informed consent of the shareholders at the general meeting;	(10) to fulfill other obligations of loyalty stipulated by laws, administrative regulations, departmental rules or these Articles of Association.
(11) not to misappropriate company funds or deposit the properties or funds of the Company in an account under his own or other's name;	Directors' and senior management members' income derived from violation of this Article shall belong to the Company; and directors shall be liable to compensate any loss incurred to the Company.
(12) not to, in violation of the provisions of these Articles of Association, lend funds to any other person or provide security for the Company's shareholders or other person with any properties of the Company, without the consent of the general meeting or the board of directors;	The provisions of the item (4) of the second paragraph of this Article shall apply to the conclusion of contracts or engagement in transactions with the Company by close relatives of the directors and senior management members or enterprises directly or indirectly controlled by the directors and senior management or their close relatives, as well as persons who are otherwise connected/related to the directors and senior management.
(13) not to harm the interests of the Company through the use of his connected relationship;
(14) not to disclose confidential information relating to the Company that was acquired by him or her during his or her office without the informed consent of the shareholders at the general meeting, and not to use such information except in the interests of the Company; however, such information may be disclosed to the court or other government authorities in any of the following circumstances:
1: mandatorily provided by law;
2: required for the public interest; or
3: required for the interest of such director, supervisor or senior officer of the Company.
The income acquired by the said persons in violation of this Article shall belong to the Company and any loss caused to the Company shall be borne by such persons:

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 191 In addition to the obligations imposed by laws, administrative regulations or listing rules of the stock exchange(s) on which shares of the Company are listed, the Company's directors, supervisors, and other senior management members owe the following duties to each shareholder, in the exercise of the functions and powers of the Company entrusted to them:	Article 168 Directors and senior management members shall observe laws, administrative regulations and these Articles of Association to perform their obligations of diligence to the Company. They shall fulfill their obligations with reasonable care generally due to the management in the best interests of the Company.
(1) not to cause the Company to exceed the scope of business stipulated in its business licence;	Directors and senior management members fulfill the following obligations of diligence to the Company:
(2) to act honestly in the best interests of the Company;	(1) to prudently, conscientiously and diligently exercising the rights granted him or her by the Company, so as to ensure that the commercial acts of the Company comply with laws, administrative regulations and the requirements of the various economic policies of the state, and that its commercial activities do not exceed the scope of business specified on the business license;
(3) not to expropriate in any guise the Company's property, including (without limitation) usurpation of opportunities beneficial to the Company; and	(2) to treat all shareholders impartially;
(4) not to deprive the shareholders of their individual rights or interests, including (without limitation) rights to distribution and voting rights, save pursuant to restructuring of the Company submitted to Shareholders for approval in accordance with these Articles of Association.	(3) to keep informed of the operation and management conditions of the Company;
Article 192 Each of the Company's Directors, supervisors, general manager and other senior management members owes a duty, in the exercise of his powers and discharge of his duties, to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances:	(4) to sign the written confirmation in respect of the regular reports of the Company to assure that the information disclosed by the Company is true, accurate and complete;
	(5) to honestly provide the Audit and Risk Management Committee with relevant information and data, and not to prevent the Audit and Risk Management Committee or supervisors from performing their duties and powers;
	(6) to fulfill other obligations of diligence stipulated by laws, administrative regulations, departmental rules or these Articles of Association.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 217 When the Company distributes its after-tax profits of the current year, it shall allocate 10% of the profits to the Company's statutory common reserve. The Company may stop such allocation if the accumulative balance of the common reserve is equal to or more than 50% of the Company's registered capital.	Article 179 When the Company distributes its after-tax profits of the current year, it shall allocate 10% of the profits to the Company's statutory common reserve. The Company may stop such allocation if the accumulative balance of the common reserve is equal to or more than 50% of the Company's registered capital.
If the accumulative balance of the Company's statutory common reserve is not enough to make up for the losses of the Company of the previous years, the current year's profits shall first be used for making up the losses before any allocation to the statutory common reserve according to the provisions of the preceding paragraph.	If the accumulative balance of the Company's statutory common reserve is not enough to make up for the losses of the Company of the previous years, the current year's profits shall first be used for making up the losses before any allocation to the statutory common reserve according to the provisions of the preceding paragraph.
After the Company makes allocation to the statutory common reserve from the after-tax profits, it may, upon a resolution made by the general meeting, make allocation to the discretionary common reserve from the after-tax profits.	After the Company makes allocation to the statutory common reserve from the after-tax profits, it may, upon a resolution made by the general meeting, make allocation to the discretionary common reserve from the after-tax profits.
After the losses have been made up and allocation to common reserves have been made, the remaining after-tax profits shall be distributed to its shareholders in proportion to their respective shareholding, except for any out-of-proportion distribution as required under these Articles of Association.	After the losses have been made up and allocation to common reserves have been made, the remaining after-tax profits shall be distributed to its shareholders in proportion to their respective shareholding, except for any out-of-proportion distribution as required under these Articles of Association.
If the general meeting violates the provisions of the preceding paragraph by distributing profits before the losses are made up and the allocation to statutory common reserves are made, the profits so distributed must be refunded to the Company.	If the general meeting, in violation of the Company Law, distributes profits to the shareholders, the profits so distributed shall be returned to the Company; in case of losses caused to the Company, shareholders and responsible directors and senior management members shall be liable for compensation.
No profit shall be distributed in respect of the shares of the Company which are held by the Company.	No profit shall be distributed in respect of the shares of the Company which are held by the Company.

• I-31 -

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 218 The reserve of the Company is used to make up the Company's losses, expand the production and operation of the Company or increase the Company's capital. However, capital reserve shall not be used to make up the Company's losses.

When statutory reserve funds are capitalized, the remaining balance of that reserve fund shall not be less than 25% of the registered capital of the Company before the capitalization. | Article 180 The reserve of the Company is used to make up the Company's losses, expand the production and operation of the Company or increase the Company's registered capital.

When the reserve is used to make up the Company's losses, the discretionary reserve and statutory reserve shall be first used; if the losses can still not be covered, the capital reserve may be used according to provisions.

When statutory reserve funds are capitalized to increase registered capital, the remaining balance of that reserve fund shall not be less than 25% of the registered capital of the Company before the capitalization. |
| Article 223 After the general meeting has resolved on the plan to allocate profits, the board of directors shall complete the distribution of dividends (or bonus shares) within 2 months of the general meeting. | Article 185 After the general meeting has resolved on the plan to allocate profits, or after the board of directors of the Company has formulated specific plan based on the conditions and upper limit for the next year interim dividend approved by the annual general meeting, the board of directors shall complete the distribution of dividends (or bonus shares) within 2 months of the general meeting. |
| / | "Chapter 15 Internal Audit" is added |
| Article 232 Where the Company decides to dismiss or not to renew the appointment of an accounting firm, it shall notify the accounting firm in advance. The accounting firm is entitled to present its views to the general meeting. Where an accounting firm submits its resignation, it shall explain to the general meeting whether there are any irregularities in the Company.

... | Article 199 Where the Company decides to dismiss or not to renew the appointment of an accounting firm, it shall notify the accounting firm 15 days in advance. The accounting firm is entitled to present its views when the general meeting of the Company conducts a vote on the dismissal of the accounting firm. Where an accounting firm submits its resignation, it shall explain to the general meeting whether there are any irregularities in the Company.

... |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 234 The merger of a company may be effected by merger by absorption or merger by the establishment of a new company.

If the Company is subject to a merger, the parties to such merger shall conclude a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify the creditors according to the Company Law, and shall make a public announcement on a newspaper recognized by the stock exchange of the place where the Company's shares are listed, and discharge its debts or provide corresponding guarantees as the creditors require.

After the merger, the rights against debtors and the indebtedness of each of the parties to the merger shall be inherited by the company which survives the merger or the newly established company. | Article 201 The merger of a company may be effected by merger by absorption or merger by the establishment of a new company.

Absorption means that a company absorbs and merges with another company and the absorbed company will be dissolved. Where two or more companies merge into a new company, the original companies will be dissolved.

If the Company is subject to a merger, the parties to such merger shall conclude a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify the creditors according to the Company Law, and shall make a public announcement on a newspaper recognized by the stock exchange of the place where the Company's shares are listed or the National Enterprise Credit Information Publicity System. A creditor may request the Company to settle any outstanding debts or provide guarantees accordingly within 30 days upon receipt of the notice, or within 45 days of the date of the announcement if he/she/it has not received any notice.

After the merger, the rights against debtors and the indebtedness of each of the parties to the merger shall be inherited by the company which survives the merger or the newly established company. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 237 The Company shall be dissolved under any of the following circumstances:
(1) any of the matters for dissolution as stipulated in these Articles of Association appears;
(2) a resolution regarding the dissolution is passed by shareholders at a general meeting;
(3) it is necessary to be dissolved due to merger or division of the Company;
(4) the Company is declared insolvent according to the law for being unable to pay its due debts;
(5) its business license is canceled or it is ordered to close down or to be dissolved according to the law;
(6) the Company is dissolved by the competent people’s court in accordance with law, if the Company has great difficulties in operation or management, which would cause substantial loss to the interests of the shareholders if the Company continues to exist, and there is no other solution to remove such difficulties, and the shareholders who hold 10% or more of the voting rights of all the shareholders of the Company plead the people’s court to dissolve the Company.	Article 204 The Company shall be dissolved under any of the following circumstances:
(1) any of the matters for dissolution as stipulated in these Articles of Association appears;
(2) a resolution regarding the dissolution is passed by shareholders at a general meeting;
(3) it is necessary to be dissolved due to merger or division of the Company;
(4) its business license is canceled or it is ordered to close down or to be dissolved according to the law;
(5) the Company is dissolved by the competent people’s court in accordance with law, if the Company has great difficulties in operation or management, which would cause substantial loss to the interests of the shareholders if the Company continues to exist, and there is no other solution to remove such difficulties, and the shareholders who hold 10% or more of the voting rights of all the shareholders of the Company plead the People’s Court to dissolve the Company.

Upon the occurrence of events of dissolution specified in the preceding paragraph, the Company shall publicize the events of dissolution through the National Enterprise Credit Information Publicity System within 10 days. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments

After Amendments

Article 238 Where the Company is dissolved according to the provisions of Article 237 (1), (2), (5) or (6) of these Articles of Association, a liquidation committee shall be formed within 15 days as of the occurrence of the causes of dissolution; to carry out a liquidation. The liquidation committee shall comprise the directors or any other people as determined by the general meeting. Where no liquidation committee is formed within the time limit, the creditors may plead the people’s court to designate relevant persons to form a liquidation committee.

Where the Company is dissolved according to the provisions of Article 237 (4) of these Articles of Association, the people’s court shall, in accordance with relevant laws, arrange for the shareholders, relevant authorities and relevant professionals to establish a liquidation committee to carry out liquidation. | Article 205 Where the Company is to be dissolved according to the provisions of Article 202 (1), (2), (4) or (5) of these Articles of Association, it shall be liquidated. The directors are the obligor of liquidation of the Company, and shall establish a liquidation committee to carry out liquidation within 15 days from the date when the event of dissolution occurs. The members of the liquidation committee shall be composed of directors, unless it is otherwise provided in these Articles of Association or otherwise elected by the general meeting. If the liquidation obligor fails to perform its liquidation obligations in a timely manner and causes losses to the Company or its creditors, it shall be liable for compensation. Where no liquidation committee is formed within the time limit, the creditors may plead the people’s court to designate relevant persons to form a liquidation committee.

If the Company is declared bankrupt in accordance with law, bankruptcy liquidation shall be carried out in accordance with the laws on enterprise bankruptcy. |
| Article 245 The members of the liquidation team shall be faithful to their duty and fulfill the liquidation obligation in accordance with the law.

None of the members of the liquidation committee may take any bribe or any other illegal proceeds by taking advantage of his position, nor may he misappropriate any of the properties of the Company.

Where any of the members of the liquidation committee causes any loss to the Company or any creditor by intention or due to gross negligence, he shall make corresponding compensations. | Article 212 The members of the liquidation committee shall fulfill the liquidation duties and have obligations of loyalty and diligence.

Where the member of the liquidation committee neglect to perform the liquidation duties and causes any loss to the Company, he/she shall be liable to make compensation; where any of the members of the liquidation committee causes any loss to the Company or any creditor by intention or due to gross negligence, he/she shall make corresponding compensations. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 256 Definition

(1) In these Articles of Association, “acting in concert” means two or more persons agree, whether in oral or written form, that one of such persons acquires and holds voting rights in a company for and on behalf of all such persons, so as to achieve or reinforce their control over such company.

(2) The “actual controller” means a person who, though not a shareholder of a company, has actual power to direct the acts of such company by investment, contract or other arrangements.

(3) “Connected relationship” is the relationship between the controlling shareholder, the actual controller, directors, supervisors or senior management members of a company and enterprises directly or indirectly controlled by them, as well as other relationships which may cause the transfer of the Company’s interests. However, enterprises owned by the State will not be regarded as having connected relationship only because they are owned by the State. | Article 223 Definition

(1) In these Articles of Association, “acting in concert” means two or more persons agree, whether in oral or written form, that one of such persons acquires and holds voting rights in a company for and on behalf of all such persons, so as to achieve or reinforce their control over such company.

(2) The “controlling shareholder” means a shareholder who holds more than 50% of the share capital of the Company, or (even if such shareholder holds less than 50% of the share capital) based on the shareholdings of the shareholder, such shareholder has substantial influence on the resolutions to be passed at the general meetings of shareholders.

(3) The “actual controller” means a natural person, legal person or other organizational entity that has actual power to direct the acts of such company by investment, contract or other arrangements. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
	(4) The “related relationship” means the relationship between the controlling shareholder, the actual controller, directors or senior management members of a company and enterprises directly or indirectly controlled by them, as well as other relationships which may cause the transfer of the Company’s interests. However, enterprises owned by the State will not be regarded as having related relationship only because they are owned by the State.
	(5) The “connected relationship,” “connected party” and “connected transaction” shall have the meanings ascribed to them under the Hong Kong Stock Exchange Listing Rules.
	(6) The “treasury shares” means shares repurchased and held by the Company in treasury, as authorised by the laws of its place of incorporation and these Articles of Association. For the purpose of the Hong Kong Listing Rules, treasury shares include shares repurchased by the Company and held or deposited in CCASS for sale on the Hong Kong Stock Exchange.

Except for the amendments to the above articles and the automatic re-numbering of the numbers of the relevant articles, the other articles in the Articles of Association remain unchanged.

The Articles of Association are written in Chinese and there is no official English translation, therefore any English translation is for reference only. In case of discrepancies between the two texts, the Chinese text shall prevail.

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APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE FOR GENERAL MEETING

Details of the amendments to the Rules of Procedures for General Meeting are as follows:

Comparison Table of Amendments to the Rules of Procedures for General Meeting

Before amendments	After amendments
/	The term “shareholders’ general meeting” has been adjusted to “general meeting” in a unified manner
/	The relevant expressions of “Supervisory Committee” and “Supervisor” are deleted and the Audit and Risk Management Committee shall exercise the statutory powers of the Supervisory Committee.
Article 1 To safeguard legitimate rights and interests of Dynagreen Environmental Protection Group Co., Ltd. (the “Company”) and its shareholders, to further define the scope of duties and powers of the general meeting of the Company, and to regulate its organization and acts, thereby ensure its duties are duly performed in general meeting according to laws with high efficiency, these Rules of Procedures for General Meeting (the “Rules”) are formulated pursuant to relevant laws, regulations and normative documents including the Company Law of the PRC (the “Company Law”), the Approval on Matters including Adjustments to Notice Period for Convening the General Meeting Applicable to Companies Listed Overseas, the Guidelines for Articles of Association of Chinese Listed Companies and the Rules of Procedures for General Meeting of Listed Companies as well as the Articles of Association of Dynagreen Environmental Protection Group Co., Ltd. (the “Articles of Association”), and relevant rules under the listing rules of the local stock exchange where the Company’s shares are listed.	Article 1 To safeguard legitimate rights and interests of Dynagreen Environmental Protection Group Co., Ltd. (the “Company”) and its shareholders, to further define the scope of duties and powers of the general meeting of the Company, and to regulate its organization and acts, thereby ensure its duties are duly performed in general meeting according to laws with high efficiency, these Rules of Procedures for General Meeting (the “Rules”) are formulated pursuant to relevant laws, regulations and normative documents including the Company Law of the PRC (the “Company Law”), the Guidelines for Articles of Association of Chinese Listed Companies and the Rules of Procedures for General Meeting of Listed Companies as well as the Articles of Association of Dynagreen Environmental Protection Group Co., Ltd. (the “Articles of Association”), and relevant rules under the listing rules of the local stock exchange where the Company’s shares are listed.
CHAPTER 2 - RULES FOR GENERAL MEETING	CHAPTER 2 GENERAL PROVISIONS FOR GENERAL MEETING

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
Article 3 The general meetings shall include annual general meetings and extraordinary general meetings. Annual meetings shall be convened once a year and shall be held within six months after the end of the preceding fiscal year.

In the event of any circumstances as stipulated under the Articles of Association, the Company shall convene a class meeting. Shareholders who hold different classes of shares shall be shareholders of different classes. Apart from the holders of other classes of shares, holders of domestically listed RMB ordinary shares and holders of overseas listed foreign shares are deemed to be different classes of shareholders. | Article 3 The general meetings shall include annual general meetings and extraordinary general meetings. Annual general meetings shall be convened once a year and shall be held within six months after the end of the preceding fiscal year. |
| Article 5 The venue of a general meeting of the Company shall be the domicile of the Company or another specific location informed by the convener of the general meeting.

Generally, the general meetings shall be set with meeting venue and be held on-site. The Company shall also set an online voting method to facilitate shareholders to attend general meeting. A shareholder who attends a general meeting in the aforesaid manners shall be deemed to have been present at the meeting. | Article 5 The venue of a general meeting of the Company shall be the domicile of the Company or another specific location informed by the convener of the general meeting.

Generally, the general meetings shall be set with meeting venue and be held on-site. The Company shall also set an online voting method to facilitate shareholders to attend general meeting. A shareholder who attends a general meeting in the aforesaid manners shall be deemed to have been present at the meeting. General meeting may be convened by means of electronic communication in addition to being held on-site at a meeting place. Shareholders attending the general meeting by means of electronic communication shall have the right to speak and vote.

A shareholder may attend and exercise his/her voting rights at the shareholders' meeting in person or appoint a proxy to attend on his/her behalf and exercise his/her voting rights within the scope of authorisation. |

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
Article 6 When convening a general meeting, the Company shall appoint a lawyer to issue a legal opinion and publish an announcement in respect of the following issues:

(1) whether the convening of the shareholders’ general meeting and its procedures are in accordance with the laws, administrative regulations and the Articles of Association;

...

(4) legal opinions on any other matters as requested by the Company. | Article 6 When convening a general meeting, the Company shall appoint a lawyer to issue a legal opinion and publish an announcement in respect of the following issues:

(1) whether the convening of the general meeting and its procedures are in accordance with the laws, administrative regulations, the Rules of Procedures for General Meeting of Listed Companies and the Articles of Association;

...

(4) legal opinions on any other matters as requested by the Company. |

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
Article 7 The general meeting shall exercise the following functions and powers:	Article 7 The general meeting shall exercise the following functions and powers:
(1) to decide on the Company's operational policies and investment plans;	(1) to elect and replace directors who are not representatives of the employees and to decide on matters relating to the remuneration of directors;
(2) to elect and replace directors and supervisors who are not representatives of the employees and to decide on matters relating to the remuneration of directors and supervisors;	(2) to review and approve the reports of the board of directors;
(3) to review and approve the reports of the board of directors;	(3) to review and approve the profit distribution plan and loss compensation plan of the Company;
(4) to review and approve the reports of the supervisory committee;	(4) to decide on increasing or reducing the registered capital of the Company;
(5) to review and approve the annual financial budgets and final accounts of the Company;	(5) to decide on merger, division, winding up, liquidation or change of corporate form of the Company;
(6) to review and approve the profit distribution plan and loss compensation plan of the Company;	(6) to decide on issuance of debentures or other securities of the Company or its listing plan;
(7) to decide on increasing or reducing the registered capital of the Company;	(7) to decide on appointment and dismissal of accounting firms engaged in the audit work of the Company;
(8) to decide on merger, division, winding up, liquidation or change of corporate form of the Company;	(8) to amend the Articles of Association;
(9) to decide on issuance of debentures or other securities of the Company or its listing plan;	(9) to review and approve any provision of external guarantees which shall be reviewed at the general meeting as prescribed in Article 8 of the Rules;
(10) to decide on appointment and dismissal of accounting firms by the Company;
(11) to amend the Articles of Association;
(12) to review and approve any provision of external guarantees which shall be reviewed at the general meeting as prescribed in Article 8 of the Rules;

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
(13) to review any major acquisition or disposal of assets within a year with a value exceeding 30% of the latest audited total assets of the Company;	(10) to review any major acquisition or disposal of assets within a year with a value exceeding 30% of the latest audited total assets of the Company;
(14) to review share incentive schemes;	(11) to review and approve any change in the use of proceeds;
(15) to review proposals of the shareholders who represent 3% or more of the Company’s voting shares; and	(12) to review share incentive schemes and employee stock ownership schemes;
(16) to review other matters which shall be approved at the general meeting in accordance with the laws, administrative regulations, departmental regulations, listing rules of the local stock exchange where the Company’s shares are listed or the Articles of Association.	(13) to review proposals of the shareholders who represent 1% or more of the Company’s voting shares;
	(14) to review other matters which shall be approved at the general meeting in accordance with the laws, administrative regulations, departmental regulations, listing rules of the local stock exchange where the Company’s shares are listed or the Articles of Association.
	The general meeting may authorize the board of directors to resolve on the issuance of debentures of the Company.
Article 8 Provision of any of the following external guarantees by the Company must be reviewed and approved at the general meeting:	Article 8 Provision of any of the following external guarantees by the Company must be reviewed and approved at the general meeting:
(1) any further guarantee to be provided after the total amount of all existing external guarantees provided by the Company or its controlled subsidiaries reaches or exceeds 50% of the latest audited net assets;	(1) any further guarantee to be provided after the total amount of all existing external guarantees provided by the Company or its controlled subsidiaries reaches or exceeds 50% of the latest audited net assets;
...	...
(6) any other guarantee which shall be approved at the general meeting as prescribed by the local stock exchange where the Company’s shares are listed or under the Articles of Association.	(6) any guarantee to be provided by the Company to others within a year after the amount exceeds 30% of the latest audited total assets of the Company;
	(7) any other guarantee which shall be approved at the general meeting as prescribed by the local stock exchange where the Company’s shares are listed or under the Articles of Association.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
Article 10 Independent directors may propose to the board of directors to convene an extraordinary general meeting. The board of directors shall, in accordance with the law, administrative regulations and the Articles of Association, give a written reply within 10 days after its receipt of such proposal, stating whether it agrees or disagrees to convene an extraordinary general meeting.	Article 10 The board of directors shall timely convene the general meeting within the timeframe as required. With the approval by a majority of all independent directors, the independent directors may propose to the board of directors to convene an extraordinary general meeting. The board of directors shall, in accordance with the law, administrative regulations and the Articles of Association, give a written reply within 10 days after its receipt of such proposal, stating whether it agrees or disagrees to convene an extraordinary general meeting.
Article 13 Where the supervisory committee-or shareholders convene a meeting in accordance with the provisions of this section, a written notice shall be sent to the board of directors and filed with the securities regulatory authorities where the Company is located and relevant stock exchange. The board of directors and the board secretary shall cooperate. The board of directors shall provide the register of shareholders on the shareholding record date. All reasonable expenses incurred for the meeting shall be borne by the Company; and be deducted from the amounts due to the director(s) who breaches the duty.	Article 13 Where the Audit and Risk Management Committee or shareholders convene a general meeting in accordance with the provisions of this section, a written notice shall be sent to the board of directors and filed with the relevant stock exchange. The board of directors and the board secretary shall cooperate. The board of directors shall provide the register of shareholders on the shareholding record date. In the event that the board of directors fails to provide the register of members, the convener may apply to the securities registration and settlement institution for obtaining the register of members with the relevant announcements on the convening of the general meeting. The register of members obtained by the convener shall not be used for purposes other than convening of the general meeting. All reasonable expenses incurred for the general meeting convened by the Audit and Risk Management Committee or shareholders shall be borne by the Company.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
Article 15 When a general meeting is held by the Company, the board of directors; supervisory committee or shareholders individually or together holding 3% or more of the shares of the Company may make proposals to the Company.

Shareholders individually or together holding 3% or more of the shares of the Company may submit ad hoc proposals in writing to the convener of the general meeting at least 10 days before the date of the general meeting. The convener shall issue a supplementary notice of the general meeting within 2 days upon receipt of the proposals and announce the contents of the ad hoc proposals.

Except for circumstances provided in the above paragraph, the convener, after issuing the notice of the general meeting, cannot revise the proposals stated in the notice of general meetings or add new proposals. A general meeting shall not vote or resolve on any proposal which is not listed in the notice of such general meeting or does not comply with Article 13 of the Rules. | Article 15 When a general meeting is held by the Company, the board of directors, the Audit and Risk Management Committee or shareholders individually or together holding 1% or more of the shares of the Company may make proposals to the Company.

Shareholders individually or together holding 1% or more of the shares of the Company may submit ad hoc proposals in writing to the convener of the general meeting at least 10 days before the date of the general meeting within the specified period under the Hong Kong Listing Rules. In accordance with the Company Law and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”)”, The convener shall issue a supplementary notice of the general meeting within 2 days upon receipt of the proposals and announce the contents of the ad hoc proposals, and submit the ad hoc proposals to the general meeting for consideration, except for the ad hoc proposals that violate the laws, administrative regulations or the provisions of these Articles of Association, or are not fall within the duties of the general meeting. The Company shall not increase the shareholding of shareholders who submit ad hoc proposals.

Except for circumstances provided in the above paragraph, the convener, after issuing the notice of the general meeting, cannot revise the proposals stated in the notice of general meetings or add new proposals. A general meeting shall not vote or resolve on any proposal which is not listed in the notice of such general meeting or does not comply with Article 14 of the Rules. |

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments

After amendments

Article 16 When the Company is to hold an annual general meeting, it shall inform the shareholders of the time, venue and matters to be considered at least 20 working days prior to the day on which the meeting is to be held. When the Company is to hold an extraordinary general meeting, it shall inform the shareholders at least 15 days prior to the day on which the meeting is to be held. Shareholders who intend to attend the general meeting shall deliver their written replies to the Company within the time specified in the notice of the meeting stating that they will attend the meeting.

When calculating the time limit of the notice, the date of the meeting and the date of issuing the meeting notice shall be excluded. | Article 16 When the Company is to hold an annual general meeting, it shall inform the shareholders of the time, venue and matters to be considered by way of announcement at least 20 working days prior to the day on which the meeting is to be held. When the Company is to hold an extraordinary general meeting, it shall inform the shareholders by way of announcement at least 15 days prior to the day on which the meeting is to be held. Shareholders who intend to attend the general meeting shall deliver their written replies to the Company within the time specified in the notice of the meeting stating that they will attend the meeting.

When calculating the time limit of the notice, the date of the meeting shall be excluded.

All the specific contents of the proposals, as well as all the information or explanations necessary for shareholders to make reasonable judgments on the matters to be discussed, shall be fully and completely disclosed in the notice and supplementary notice of the general meeting. |

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
Article 18 A notice of a general meeting shall meet the following requirements:

(1) It shall be made in writing;

(2) It shall specify the place, date and time of the meeting;

(3) It shall specify the matters to be discussed at the meeting;

(4) It shall specify the shareholding record date for determining shareholders who are entitled to attend the meeting;

(5) It shall provide the shareholders with the information and explanation necessary for them to make an informed decision on the matters to be discussed, including (but not limited to), the specific conditions and contract in respect of any merger, repurchase of shares, reorganization of share capital or other restructuring proposed by the Company, as well as detailed explanation on the rationale and effect of such proposed transactions;

(6) Any director, supervisor, manager or other senior management members who have material conflicts of interests in any matters subject to discussion shall disclose the nature and extent of such conflicts of interests. If the effect of proposed matters on such director, supervisor, manager or other senior management members in their capacity as shareholders is different from that on other shareholders of the same class, the differences shall also be specified;

(7) It shall contain the full text of any special resolution proposed to be adopted at the meeting;

(8) It shall contain a clear statement that a shareholder who has right to attend and vote at the meeting shall have the right to appoint one or more proxies to attend and vote on its behalf and that such proxies need not be a shareholder; | Article 18 A notice of a general meeting shall include the following:

(1) the date, venue and duration of the meeting;

(2) matters and proposals to be considered at the meeting;

(3) the shareholding record date for determining shareholders who are entitled to attend the general meeting;

(4) an express statement that all shareholders have the right to attend and vote at the general meeting either in person or by proxy in writing, and that such proxy need not be a shareholder of the Company;

(5) the name and telephone number of the contact persons who handles the meeting affairs;

(6) time and procedures for voting online or by other means;

(7) Other requirements as stipulated under the laws, administrative regulations, departmental regulations, regulatory documents, and rules of relevant regulatory authorities and the Articles of Association. |

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
(9) It shall state the time and place for the delivery of the proxy forms for the meeting;

(10) It shall state the name and telephone number of the contact persons who handles the meeting affairs;

(11) Other requirements as stipulated under the laws, administrative regulations, departmental regulations, regulatory documents, and rules of relevant regulatory authorities and the Articles of Association. | |
| Article 19 If a general meeting will discuss the election of directors or supervisors, the notice of general meeting shall disclose full information of each candidate for directors and supervisors. It shall at least include the following:

(1) personal particulars such as education background, work experience and other positions concurrently held by such candidate;

(2) whether he/she has any connected relationship with the Company or the controlling shareholder and actual controller of the Company;

(3) the number of shares of the Company held by such candidate;

(4) whether he/she has received any punishment by CSRC or other securities regulatory authorities or sanctions by any stock exchange.

Except for the cumulative voting system for the election of directors, each candidate of director or supervisor shall be proposed in a separate proposal. | Article 19 If a general meeting will discuss the election of directors, the notice of general meeting shall disclose full information of each candidate for directors. It shall at least include the following:

(1) personal particulars such as education background, work experience and other positions concurrently held by such candidate;

(2) whether he/she has any related/connected relationship with the Company or the controlling shareholder and actual controller of the Company;

(3) the number of shares of the Company held by such candidate;

(4) whether he/she has received any punishment by CSRC or other securities regulatory authorities or sanctions by any stock exchange.

Except for the cumulative voting system for the election of directors, each candidate of director shall be proposed in a separate proposal. |

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments

After amendments

Article 21 After issuance of the notice for the general meeting, the general meeting shall not be postponed or cancelled without proper reasons and the proposals specified in the notice shall not be withdrawn. In case of delay or cancellation, the convener shall make a public announcement, together with the reasons for such delay or cancellation, at least 2 working days before the scheduled date of the meeting. If the listing rules of the listing venue of the Company contain any other provision in respect of the matters mentioned in this Article above, such provisions shall be complied with.

Article 21 After issuance of the notice for the general meeting, the general meeting shall not be postponed or cancelled without proper reasons and the proposals specified in the notice shall not be withdrawn. In case of delay or cancellation, the convener shall make a public announcement, together with the reasons for such delay or cancellation, at least 2 working days before the scheduled date of the meeting. If the listing rules of the listing venue of the Company contain any other provision in respect of the matters mentioned in this Article above, such provisions shall be complied with.

A notice of general meeting shall specify the time and place of the meeting and fix the shareholding record date. The interval between the shareholding record date and the date of the meeting shall not exceed 7 business days. Once confirmed, the shareholding record date shall not be changed. |

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
Article 23 Ordinary shareholders on the register of shareholders on the shareholding record date shall be entitled to attend and vote at the general meeting, and vote in accordance with the provisions of relevant law, regulations and the Articles of Association.

Any shareholder entitled to attend and vote at a general meeting has the right to appoint one or more persons (who are not required to be a shareholder) as his proxies to attend and vote on his behalf. Such proxies may exercise the following rights pursuant to the authorization by the shareholder:

(1) the shareholder’s right to speak at the general meeting;

(2) the right to demand or join in demanding a poll;

(3) Unless otherwise provided in the applicable listing rules or other securities laws and regulations, the right to vote by a show of hands or on a poll, except that if a shareholder has appointed more than one proxy, such proxies may only exercise their voting rights on a poll. | Article 23 All shareholders on the register of shareholders on the shareholding record date or their proxies shall be entitled to attend and vote at the general meeting, and vote in accordance with the provisions of relevant law, regulations and the Articles of Association.

Any shareholder entitled to attend and vote at a general meeting has the right to appoint one or more persons (who are not required to be a shareholder) as his proxies to attend and vote on his behalf. Such proxies may exercise the following rights pursuant to the authorization by the shareholder:

(1) the shareholder’s right to speak at the general meeting;

(2) the right to demand or join in demanding a poll;

(3) Unless otherwise provided in the applicable listing rules or other securities laws and regulations, the right to vote by a show of hands or on a poll, except that if a shareholder has appointed more than one proxy, such proxies may only exercise their voting rights on a poll.

If the shareholder is a recognised clearing house as defined in the relevant regulations in force from time to time under the laws of Hong Kong (hereinafter referred to as “Recognised Clearing House”) (or its proxy), such shareholder may authorise one or more persons it thinks fit to act as its proxy at any general meeting; however, if more than one person is so authorised, the power of attorney shall specify the number and class of the shares with respect to such persons so authorised. The person so authorised may exercise any rights on behalf of such Recognised Clearing House (or its proxy) as if such person were an individual shareholder of the Company and must have the same legal rights as other shareholders, including the right to speak and vote. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
Article 24 An individual shareholder who attends the general meeting in person shall present valid proof which can confirm his shareholder’s identity. If a proxy is appointed to attend the meeting, in addition to presenting the shareholder’s identity proof, the proxy shall also present its own identity proof together with the power of attorney from the shareholder.

If a shareholder which is a legal person appoints its representative to attend the meeting, the Company has the right to request the representative to present the identity proof for the shareholder and its representative, as well as any resolution or authorization letter from the board of directors of the shareholder which is a legal person or other authority as proof of the such authorization. | Article 24 An individual shareholder who attends the general meeting in person shall produce his or her own identity card or other valid documents or proof evidencing his or her identity. If he or she appoints a proxy to attend the meeting on his or her behalf, the proxy shall produce his or her own valid proof of identity and the instrument of appointment from the shareholder.

Shareholders who are legal persons shall attend and vote at a meeting by their legal representative or a proxy appointed by the legal representative. If the legal representative attends the meeting, he or she shall produce his or her own identity card and a valid proof of his or her legal representative status. If a proxy has been appointed to attend the meeting, such proxy shall present his or her own identity card and the power of attorney issued by the legal representative of the shareholder as a legal person. If the legal person has appointed a proxy to attend the meeting, it shall be deemed that is has attended the meeting in person, except for shareholder who is a Recognized Clearing House as defined in the relevant ordinances in force from time to time of Hong Kong. |

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
Article 25 The instrument appointing a proxy shall be in writing and signed by the appointing shareholder or his attorney duly authorized in writing; where the appointing shareholder is a legal person, such instrument shall be under its seal or signed by its director or duly authorized representative.

The instrument issued by the shareholder to appoint a proxy to attend the general meeting shall state the following contents:

(1) the name of the proxy;

(2) whether the proxy has voting rights;

(3) instructions as to vote for, vote against or abstain from each proposal on the general meeting agenda;

(4) the signing date and validity term of the instrument;

(5) signature (or seal) of the principal. If the principal is a legal person shareholder, the seal of the legal person shall be affixed;

(6) specifying the number of shares represented by such proxy;

(7) if more than one proxy is appointed, the instrument shall specify the number of shares represented by each proxy respectively. | Article 25 The instrument appointing a proxy shall be in writing and signed by the appointing shareholder or his attorney duly authorized in writing; where the appointing shareholder is a legal person, such instrument shall be under its seal or signed by its director or duly authorized representative. Where such a proxy form for voting is signed by a person authorized by the principal, the power of attorney for authorized signature or other authorization documents shall be notarized. The power of attorney or other authorization documents upon notarized shall, together with the proxy form for voting, be placed at the Company's domicile or such other location as specified in the notice of the meeting.

The instrument issued by the shareholder to appoint a proxy to attend the general meeting shall state the following contents:

(1) the name of the principal, as well as the class and number of shares of the Company held by him/her;

(2) the name of the proxy;

(3) specific instructions from shareholders, including instructions as to whether to vote "for" or "against" or "abstained" from voting on, each item on the agenda of the general meeting as an item for consideration thereat;

(4) the signing date and validity term of the instrument;

(5) signature (or seal) of the principal. If the principal is a legal person shareholder, the seal of the legal person shall be affixed; |

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments

After amendments

Article 26 The instrument appointing a voting proxy shall be placed at the domicile of the Company or at such other place as specified in the notice of the meeting at least 24 hours prior to the meeting at which the proxy is authorized to vote or at least 24 hours prior to the specified time of the voting. Where the instrument is signed by another person authorized by the principal, the authorization letter or other document authorizing the signatory shall be notarized. The notarized authorization letter or other authorizing document shall be placed together with the instrument appointing the voting proxy at the domicile of the Company or at such other place as specified in the notice of the meeting.

Where the principal is a legal person, it shall be represented by its legal representative or the person authorized by resolution of its board of directors or other decision-making body at the Company’s general meetings. | Article 26 The instrument appointing a voting proxy shall be placed at the domicile of the Company or at such other place as specified in the notice of the meeting at least 24 hours prior to the meeting at which the proxy is authorized to vote or at least 24 hours prior to the specified time of the voting. Where the instrument appointing a voting proxy is signed by another person authorized by the principal, the authorization letter or other document authorizing the signatory shall be notarized. The notarized authorization letter or other authorizing document shall be placed together with the instrument appointing the voting proxy at the domicile of the Company or at such other place as specified in the notice of the meeting. |
| Article 27 Any form issued by the board of directors of the Company to the shareholders for the appointment of proxies shall enable the shareholders to separately instruct their proxies to cast vote in favour of or against each matter to be voted on at the meeting.

The authorization letter shall state that if the shareholder does not give specific instructions, the proxy may vote in his/her own discretion. | Article 27 Any form issued by the board of directors of the Company to the shareholders for the appointment of proxies shall enable the shareholders to separately instruct their proxies to cast vote in favour of or against each matter to be voted on at the meeting. |
| Article 31 If the Company convenes a general meeting, directors, supervisors, and the secretary to the board of directors of the Company shall attend the meeting. The general manager and other senior management members shall be in attendance at the meeting. | Article 31 If the general meeting requires the directors and senior management members to attend the meeting as non-voting attendees, such directors and senior management members shall attend the meeting as non-voting attendees and respond to shareholders’ enquiries. |

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
Article 38 When shareholders (including proxies) vote at the general meeting, they shall exercise their voting rights according to the number of voting shares that they represent. Each share shall carry one vote.

...

Shares held by the Company do not carry voting rights, and shall not be counted in the total number of voting shares represented by shareholders present at a general meeting.

Subject to applicable laws, regulations and/or requirements of the listing rules of the place where the Company's shares are listed, the board of directors, independent directors and other qualified shareholders may solicit for the voting rights from shareholders.

When the general meeting considers connected transactions, if so required under the applicable laws, regulations or listing rules of the place where the Company's shares are listed, the connected shareholders shall abstain from such voting, and the voting shares held by such shareholders will not be counted within the total number of valid votes. The public announcement on the voting results of the general meeting shall fully disclose the voting results of the non-connected shareholders.

If any shareholder is required by applicable laws, regulations and listing rules of the place where the Company's shares are listed to vote for or to vote against or to abstain from voting on (as the case may be) any particular proposal, any votes cast by the shareholders (or their proxies) in violation of such requirement or restriction shall not be counted in the voting results. | Article 38 When shareholders (including proxies) vote at the general meeting, they shall exercise their voting rights according to the number of voting shares that they represent. Each share shall carry one vote.

...

The Company's shares which are repurchased and held by the Company as treasury shares ("treasury shares") do not carry any voting rights, and shall not be counted in the total number of voting shares represented by shareholders attending a general meeting.

Subject to applicable laws, regulations and/or requirements of the listing rules of the place where the Company's shares are listed, the board of directors, independent directors, shareholders holding 1% or more of the voting shares or investor protection institutions established pursuant to relevant laws, administrative regulations or the provisions of the CSRC may publicly solicit the voting rights of shareholders. When soliciting voting rights from the shareholders, information such as specific voting intentions should be fully disclosed to the shareholders being solicited. Soliciting voting rights from the shareholders with compensation or disguised compensation is prohibited. Except for statutory conditions, the Company must not set a lowest shareholding percentage when soliciting the shareholder voting rights.

When the general meeting considers related/connected transactions, if so required under the applicable laws, regulations or listing rules of the place where the Company's shares are listed, the related/connected shareholders shall abstain from such voting, and the voting shares held by such shareholders will not be counted within the total number of valid votes. The public announcement on the voting results of the general meeting shall fully disclose the voting results of the non-related/connected shareholders. |

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
	If any shareholder is required by applicable laws, regulations and listing rules of the place where the Company’s shares are listed, the Articles of Association and these Rules of Procedures to vote for or to vote against or to abstain from voting on (as the case may be) any particular proposal, the shareholder shall waived the voting rights or abstain from voting in accordance with such provisions; any votes cast by the shareholders (or their proxies) in violation of such requirement or restriction shall not be counted in the voting results.
Article 39 Voting at general meeting will record the name of the voter.	Article 39 Voting at general meeting will record the name of the voter.

When considering a proposed resolution, the general meeting shall not revise it; if an amendment is made, it shall be deemed as a new proposed resolution and may not be voted on during the current general meeting.

The same vote may only be cast once at the location of a general meeting, or by online voting or other means. Where the same vote is cast for two or more times, the first cast shall hold.

A shareholder attending a general meeting shall express one of the following opinions on any proposed resolution to be voted on: for, against or abstention. Save for the circumstance under which the securities registration and settlement institution acting as the nominal holder of shares under the Stock Connect between Mainland and Hong Kong, make reporting in accordance with the instruction of the de facto holders of relevant shares.

If a poll is blank, marked erroneously, illegible or has not been cast, the voter shall be deemed to have waived his or her right to vote and the voting results for the number of shares that he or she holds shall be recorded as “abstained”. |

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
Article 40 The list for candidates of directors and supervisors shall be submitted to the general meeting for voting in the form of proposal.

…………

When the shareholding of the controlling shareholder of the Company reaches 30% or above, or the aggregate shareholding of related parties reaches 50% or above, the election of directors and supervisors shall be conducted using cumulative voting system.

The cumulative voting system as mentioned in the preceding paragraph means that in the election of directors and supervisors at the general meeting, each share carries a voting right equivalent to the number of directors to be elected. A shareholder may concentrate the votes on one candidate. The board shall announce to the shareholders the biographies and basic information of each candidate of directors. | Article 40 The list for candidates of directors shall be submitted to the general meeting for voting in the form of proposal.

…………

The cumulative voting system shall be adopted when a single shareholder and its persons acting in concert hold over 30% of the total shares of the Company or for election of over two independent directors at a general meeting. |

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
Article 47 The on-site general meeting shall not end earlier than the online meeting or meeting delivered through other means. The chairman of the meeting shall announce the voting status and voting result for each proposal and announce whether a resolution is passed according to the voting result, and should be recorded in the meeting minutes. Before the voting result is officially announced, the Company, counter, scrutineer, substantial shareholders, network services provider and other related parties involved in the on-site general meeting, online meeting or meeting delivered through other means shall keep in confidential the voting result.	Article 47 The time to start voting online or by other means for a general meeting shall not be earlier than 3:00 p.m. on the day preceding the date of the physical general meeting or later than 9:30 a.m. on the date of the physical general meeting, and the time to conclude such voting shall not be earlier than 3:00 p.m. on the date of the physical general meeting. The on-site general meeting shall not end earlier than the online meeting or meeting delivered through other means. The chairman of the meeting shall announce the voting status and voting result for each proposal and announce whether a resolution is passed according to the voting result, and should be recorded in the meeting minutes. Before the voting result is officially announced, the Company, counter, scrutineer, substantial shareholders, network services provider and other related parties involved in the on-site general meeting, online meeting or meeting delivered through other means shall keep in confidential the voting result.
	Article 51 Where the Company repurchases ordinary shares for the purpose of reducing its registered capital and issues preference shares to unspecified targets, and where it repurchases ordinary shares from specific shareholders by using the issuance of preference shares to specific targets as a means of payment, the resolution made by the general meeting for the repurchase of ordinary shares shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting. The Company shall announce the resolution to repurchase ordinary shares on the day immediately following the general meeting of shareholders at which the resolution was passed.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments	After amendments
	Article 52 A resolution of the Company's general meeting which is in violation of the laws or administrative regulations shall be null and void.

The controlling shareholder or actual controller of the Company shall not restrict or obstruct minority investors from exercising their voting rights in accordance with the law, and shall not prejudice the legitimate rights and interests of the Company and the minority investors.

If the convening procedure or voting method of a general meeting contravenes the laws, administrative regulations or the Articles of Association, or if the contents of the resolutions of such meetings contravene the Articles of Association, the shareholders may request the People's Court to revoke the resolution within 60 days after the date of such resolution. However, this does not apply if such procedures for convening the general meeting, or the voting thereat, have only minor flaws that have no substantial impact on the resolution. |

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Before amendments

After amendments

If the board of directors, shareholders, and other relevant parties have disputes regarding the legality of the convener's qualifications, convening procedures, content of proposals, or the validity of resolutions passed at the general meeting, they shall promptly file a lawsuit with the People's Court. Before the People's Court makes a judgment or ruling to revoke the resolution, the relevant parties shall implement the resolution of the general meeting. The Company, its directors, and senior management shall earnestly perform their duties, promptly implement resolutions of the general meeting, and ensure the normal operation of the Company.

Where the People's Court makes a judgement or ruling on the relevant matter, the Company shall fulfill its obligations to disclose the information in accordance with provisions of laws, administrative regulations, of the CSRC and the stock exchanges, fully explain the impact of the judgement or ruling on the Company, and actively cooperate with the authorities in the enforcement of the judgement or ruling after it has come into effect. Where previous matters need to be corrected, the Company shall handle the correction in a timely manner and fulfill its obligations to disclose the information accordingly. |
| | "CHAPTER 8 SPECIAL PROCEDURES FOR VOTING AT CLASS MEETINGS" is deleted. |

• II-21 -

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APPENDIX III

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE FOR BOARD MEETING

Details of the amendments to the Rules of Procedures for Board Meeting are as follows:

Comparison Table of Amendments to the Rules of Procedures for Board Meeting

Before amendments	After amendments
Article 1 In order to ensure the standardized operation of Dynagreen Environmental Protection Group Co., Ltd. (hereinafter referred to as the “Company”) and enhance the efficiency and scientificity of the decision-making of the board of directors (hereinafter referred to as the “Board”) in order to protect the interest of the Company and legitimate interest of shareholders, these rules of procedures for Board Meeting (the “Rules”) are hereby formulated in accordance with the Company Law of the People’s Republic of China, the Mandatory Provisions for the Articles of Association of Companies to be Listed Outside the PRC, the Guidelines for Articles of Association of Chinese Listed Companies and other laws and regulations as well as the Articles of Association of Dynagreen Environmental Protection Group Co., Ltd. (hereinafter referred to as the “Articles of Association”) and listing rules prevailing in places where shares of the Company are listed.	Article 1 In order to ensure the standardized operation of Dynagreen Environmental Protection Group Co., Ltd. (hereinafter referred to as the “Company”) and enhance the efficiency and scientificity of the decision-making of the board of directors (hereinafter referred to as the “Board”) in order to protect the interest of the Company and legitimate interest of shareholders, these rules of procedures for Board Meeting (the “Rules”) are hereby formulated in accordance with the Company Law of the People’s Republic of China, the Guidelines for Articles of Association of Chinese Listed Companies and other laws and regulations as well as the Articles of Association of Dynagreen Environmental Protection Group Co., Ltd. (hereinafter referred to as the “Articles of Association”) and listing rules prevailing in places where shares of the Company are listed.
Article 4 The Company shall set up the Board which shall comprise nine directors, including three independent directors. The Board shall have one chairman. The specific rights and obligations of directors shall be governed by relevant laws and regulations and the Articles of Association.	Article 4 The Company shall set up the Board which shall comprise seven to nine directors, including three independent directors and one employee director. The Board shall have one chairman. The specific rights and obligations of directors shall be governed by relevant laws and regulations and the Articles of Association.

• III-1 -

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APPENDIX III

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE FOR BOARD MEETING

Before amendments	After amendments
Article 6 The Board exercises the following functions and powers:	Article 6 The Board exercises the following functions and powers:
(1) to be responsible for the convening of general meetings and report its work to the general meetings;	(1) to be responsible for the convening of general meetings and report its work to the general meetings;
(2) to implement resolutions of the general meetings;	(2) to implement resolutions of the general meetings;
(3) to decide on the Company’s business plans and investment schemes;	(3) to decide on the Company’s business plans and investment schemes;
(4) to formulate the annual financial budgets and final accounts of the Company;	(4) to approve the annual financial budgets and final accounts of the Company;
...	...
(7) to formulate plans for mergers, divisions, dissolution and alteration of corporate form of the Company;	(7) to formulate plans for mergers, divisions, dissolution and alteration of corporate form of the Company or plans for the Company’s substantial acquisitions or repurchase of shares of the Company;
(8) to formulate plans for the Company’s substantial acquisitions or repurchase of shares of the Company;	(8) within the scope authorized by the general meeting, to decide, among others, the Company’s external investment, purchase and sale of assets, creation of mortgage on the Company’s assets, provision of guarantees, wealth management entrustment, related party/connected transactions, external donations;
(9) within the scope authorized by the general meeting, to decide, among others, the Company’s external investment, purchase and sale of assets, creation of mortgage on the Company’s assets, provision of guarantees, wealth management entrustment, connected transactions;	...
...	(11) to appoint or dismiss the general manager, the secretary to the Board and the secretary to the Company, and to decide on their remunerations, rewards and punishments; in accordance with the nominations by the general manager, to appoint or dismiss senior management members such as deputy general managers, financial controller and chief engineer, general legal counsel and to decide on their remunerations, rewards and punishments;

• III-2 -

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APPENDIX III PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETING

Before amendments	After amendments
(13) to formulate the basic management system of the Company;

…………

When the Board considers the “three major and one significant” decision-making matters, namely “major decisions, appointment and removal of major personnel, major project arrangements and significant amount of capital operation”, in accordance with Article 125 of the Articles of Association, the matters shall be studied and discussed by the Party Committee in advance before the Board makes a decision. | (12) to formulate the basic management system of the Company;

…………

When the Board considers the “three major and one significant” decision-making matters, namely “major decisions, appointment and removal of major personnel, major project arrangements and significant amount of capital operation”, the matters shall be studied and discussed by the Party Committee in advance before the Board makes a decision. |
| Article 9 The chairman, any shareholder holding at least one tenth voting rights, at least one third of the directors, or the supervisory committee or the general manager may propose the holding of an extraordinary meeting of the Board. The chairman shall convene and preside over the extraordinary meeting of the Board within 10 days upon receipt of the proposal. | Article 9 The chairman, any shareholder holding at least one tenth voting rights, at least one third of the directors, or the Audit and Risk Management Committee or the general manager may propose the holding of an extraordinary meeting of the Board. The chairman shall convene and preside over the extraordinary meeting of the Board within 10 days upon receipt of the proposal. |
| Article 11 The Board office shall deliver a notice and relevant documents to each director, supervisor, the general manager (if not a director) and the secretary to the Board fourteen (14) days in advance when convening a regular meeting of the Board and five (5) days in advance when convening an extraordinary meeting thereof. If a notice is not delivered by hand, a phone call shall be made for confirmation and corresponding record shall be kept. | Article 11 The Board office shall deliver a notice and relevant documents to each director, the general manager (if not a director) and the secretary to the Board fourteen (14) days in advance when convening a regular meeting of the Board. A regular meeting of Board does not include the practice of obtaining consent of Board through the circulation of written resolutions. The chairman shall instruct the secretary to the Board to issue a meeting notice five (5) days in advance when convening an extraordinary meeting thereof. If a notice is not delivered by hand, a phone call shall be made for confirmation and corresponding record shall be kept. |

• III-3 -

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APPENDIX III

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE FOR BOARD MEETING

Before amendments	After amendments
Article 15 Except for the consideration on the connected transactions by the Board as set out in Article 153 of the Articles of Association and Article 24 hereof, the quorum of a Board meeting shall be more than one half of the directors.

Supervisors may be in attendance at a Board meeting. Directors and the secretary to the Board not being a director shall be in attendance at the meetings of the Board. The chairman presiding over the meeting may notify other relevant persons to be in attendance at the meetings of the Board if he thinks necessary. When the Board considers matters involving legal issues, the person in charge of the legal department shall attend the Board meeting and express legal opinions as needed. | Article 15 Except for the consideration on the related/connected transactions by the Board as set out in Article 147 of the Articles of Association and Article 24 hereof, the quorum of a Board meeting shall be more than one half of the directors.

The general manager (if not a director) and the secretary to the Board shall be in attendance at the meetings of the Board. The chairman presiding over the meeting may notify other relevant persons to be in attendance at the meetings of the Board if he thinks necessary. When the Board considers matters involving legal issues, the person in charge of the legal department shall attend the Board meeting and express legal opinions as needed. |
| Article 21 For any major matters to be determined by the Board, sufficient information shall be provided to the directors and the directors are entitled to request supplementary materials. When at least one-fourth of the directors or at least two external directors (an external director means a director who have no executive positions in the Company) consider that the provided materials insufficient or the reasoning is unclear, they may jointly propose to defer the Board meeting or defer the consideration on the relevant matters, the Board shall accept such proposal accordingly. Save for proposed directly at the Board meeting, the secretary to the Board shall, upon receiving such proposal jointly proposed in writing by directors to postpone the Board meeting or postpone the consideration of certain matters on agenda at the meeting, dispatch a notice to directors, supervisors and participants in attendance on a timely basis. | Article 21 For any major matters to be determined by the Board, sufficient information shall be provided to the directors and the directors are entitled to request supplementary materials. When at least one-fourth of the directors or at least two external directors (an external director means a director who have no executive positions in the Company) consider that the provided materials insufficient or the reasoning is unclear, they may jointly propose to defer the Board meeting or defer the consideration on the relevant matters, the Board shall accept such proposal accordingly. Save for proposed directly at the Board meeting, the secretary to the Board shall, upon receiving such proposal jointly proposed in writing by directors to postpone the Board meeting or postpone the consideration of certain matters on agenda at the meeting, dispatch a notice to directors and participants in attendance on a timely basis. |

• III-4 -

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APPENDIX III

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE FOR BOARD MEETING

Before amendments	After amendments
Article 22 The chairman of the meeting shall ask all directors present at the meeting to give their express and definite opinions about all the proposals.

Independent non-executive directors shall issue their independent opinion in accordance with laws, regulations, listing rules prevailing at places where shares of the Company are listed and other rules. | Article 22 The chairman of the meeting shall ask all directors present at the meeting to give their express and definite opinions about all the proposals. |
| Article 25 After the directors present at the meeting have voted on the proposals, personnel of the Board office shall collect the votes cast by the directors, and deliver to the secretary to the Board for counting the votes under the supervision of a supervisor or an independent director. | Article 25 After the directors present at the meeting have voted on the proposals, personnel of the Board office shall collect the votes cast by the directors, and deliver to the secretary to the Board for counting the votes under the supervision of a member of the Audit and Risk Management Committee or an independent director. |
| Article 28 The minutes of the Board meetings shall contain the following information:

(1) the date and venue of the meeting and the name of the convener;

(2) the names of the directors present and names of directors (proxy) acting for other directors to attend the meeting;

(3) the agenda;

(4) the main points of all directors' speeches, their key opinion on matters relating to and voting on each resolution proposed; and

(5) the voting method of each resolution and the result (the result shall specify the number of votes for, against and abstaining). | Article 28 The minutes of the Board meetings shall contain the following information:

(1) the date and venue of the meeting and the name of the convener;

(2) the names of the directors present and names of directors (proxy) acting for other directors to attend the meeting;

(3) the agenda;

(4) the main points of directors' speeches;

(5) the voting method of each resolution and the result (the result shall specify the number of votes for, against and abstaining). |

• III-5 -

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APPENDIX III

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE FOR BOARD MEETING

Before amendments	After amendments
Article 32 In order to improve the efficiency of business decision-making, the Board may delegate its decision-making authority to the chairman and general manager within the scope of its authority; but the statutory powers and functions of the Board and the “three major and one significant” matters within the scope of decision-making of the Board cannot be delegated. After the delegation, the Board still assumes responsibility for the authorized matters.	Article 32 In order to improve the efficiency of business decision-making, the Board may delegate its decision-making authority to the chairman and general manager within the scope of its authority, but the statutory powers and functions of the Board cannot be delegated. After the delegation, the Board still assumes responsibility for the authorized matters.
Article 37 “More than” as referred to in the Rules are inclusive of the stated figures.	Article 37 “More than” as referred to in the Rules are inclusive of the stated figures and “more than half” shall not include the stated figures.

• III-6 -

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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 OF 2025

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting of 2025 (the "EGM") of Dynagreen Environmental Protection Group Co., Ltd.* (the "Company") will be held at VIP Lounge 1, 2nd Floor, East Side of National Speed Skating Oval, No. 2 Lincui Road, Chaoyang District, Beijing, the PRC at 11 a.m. on Friday, 19 September 2025 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 2 September 2025.

RESOLUTIONS TO BE CONSIDERED AT THE EGM

As Special Resolutions:

1. to consider and approve the amendments to the Articles of Association;
2. to consider and approve the amendments to the Rules of Procedures for General Meeting;
3. to consider and approve the amendments to the Rules of Procedures for Board Meeting.

As an Ordinary Resolution:

1. to consider and approve the interim profit distribution plan for 2025.

2. For identification purposes only

3. EGM-1 -

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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.hkexnews.hk) and the website of the Company (www.dynagreen.com.cn).

By Order of the Board
Dynagreen Environmental Protection Group Co., Ltd.*
Cheng Suning
Acting Chairman

Shenzhen, PRC
2 September 2025

As at the date of this notice, the executive Directors of the Company are Mr. Cheng Suning and Mr. Hu Shengyong; the non-executive Directors of the Company are Mr. Zhao Zhixiong, Mr. Hu Tianhe, Mr. Yan Chunxu and Mr. Hu Yong; and the independent non-executive Directors of the Company are Ms. Ouyang Jiejiao, Mr. Zheng Zhiming and Mr. Zhou Beihai.

• For identification purposes only

• EGM-2 -

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes:

ATTENDEE OF THE EGM

1. Eligibility for attending the EGM

For the purpose of determining the H Shareholders who are entitled to attend and vote at the EGM and H Shares Class Meeting, the register of H Share members of the Company will be closed from Tuesday, 16 September 2025 to Friday, 19 September 2025 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders who intend to attend the EGM and/or H Shares Class Meeting shall lodge their share certificates accompanied with the transfer documents to the H Share Registrar of the Company, Tricor Investor Services Limited (address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong) before 4:30 p.m. (Hong Kong time) on Monday, 15 September 2025, being the last share registration date, for registration.

The Shareholders whose names appear on the register of members of the Company on Monday, 15 September 2025 after close of business are entitled to attend and vote at the EGM and/or H Shares Class Meeting.

1. Proxy

(a) A member eligible to attend and vote at the EGM and/or H Shares Class Meeting 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 (address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong), not less than 24 hours before the time appointed for the EGM and/or H Shares Class Meeting (i.e., not later than Thursday, 18 September 2025 at 11:00 a.m. (Hong Kong time) for the EGM and H Shares Class Meeting) or the adjourned meeting (as the case may be) (for the H Shareholder(s) of the Company). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM and/or H Shares Class Meeting or any adjournment thereof should they so wish and in such event, the proxy shall be deemed to be revoked.

(d) A Shareholder or his proxy may exercise the right to vote by poll. The Shareholder shall have one vote for each share that he/she holds. On a poll taken at the meeting, 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.

• EGM-3 -

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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) H Shareholders intending to attend the EGM and/or H Shares Class Meeting should return the reply slip for attending the EGM and/or H Shares Class Meeting to the Company on or before Tuesday, 9 September 2025.

(c) A Shareholder may send the above reply slip to Tricor Investor Services Limited (address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong) in person, by post or by fax.

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 (address: 17/F, Far East Finance Centre, 16 Harcourt Road, 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.

(e) If the EGM is seriously affected by a typhoon or bad weather condition, the Company will post an announcement on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) to notify Shareholders of the date, time and place of the rescheduled meeting. The meeting may still be held as scheduled during a typhoon or bad weather condition. Shareholders of the Company should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.

• EGM-4 -

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NOTICE OF THE H SHARES CLASS 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 FIRST H SHARES CLASS MEETING OF 2025

NOTICE IS HEREBY GIVEN that the first H shares class meeting (the "H Shares Class Meeting") of 2025 of Dynagreen Environmental Protection Group Co., Ltd.* (the "Company") will be held after conclusion of the second extraordinary general meeting of 2025 and the A Shares Class Meeting at VIP Lounge 1, 2nd Floor, East Side of National Speed Skating Oval, No. 2 Lincui Road, Chaoyang District, Beijing, the PRC at 11 a.m. on Friday, 19 September 2025 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 2 September 2025.

RESOLUTIONS TO BE CONSIDERED AT THE H SHARES CLASS MEETING

As Special Resolutions:

1. to consider and approve the amendments to the Articles of Association;

2. to consider and approve the amendments to the Rules of Procedures for General Meeting.

3. For identification purposes only

4. HCM-1 -

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NOTICE OF THE H SHARES CLASS MEETING

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

By Order of the Board
Dynagreen Environmental Protection Group Co., Ltd.*
Cheng Suning
Acting Chairman

Shenzhen, PRC
2 September 2025

As at the date of this notice, the executive Directors of the Company are Mr. Cheng Suning and Mr. Hu Shengyong; the non-executive Directors of the Company are Mr. Zhao Zhixiong, Mr. Hu Tianhe, Mr. Yan Chunxu and Mr. Hu Yong; and the independent non-executive Directors of the Company are Ms. Ouyang Jiejiao, Mr. Zheng Zhiming and Mr. Zhou Beihai.

• For identification purposes only

– HCM-2 –

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NOTICE OF THE H SHARES CLASS MEETING

Notes:

ATTENDEE OF THE H SHARES CLASS MEETING

1. Eligibility for attending the H Shares Class Meeting

For the purpose of determining the H Shareholders who are entitled to attend and vote at the EGM and H Shares Class Meeting, the register of H Share members of the Company will be closed from Tuesday, 16 September 2025 to Friday, 19 September 2025 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders who intend to attend the EGM and/or H Shares Class Meeting shall lodge their share certificates accompanied with the transfer documents to the H Share Registrar of the Company, Tricor Investor Services Limited (address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong) before 4:30 p.m. (Hong Kong time) on Monday, 15 September 2025, being the last share registration date, for registration.

The Shareholders whose names appear on the register of members of the Company on Monday, 15 September 2025 after close of business are entitled to attend and vote at the EGM and H Shares Class Meeting.

1. Proxy

(a) A member eligible to attend and vote at the EGM and/or H Shares Class Meeting 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 (address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong), not less than 24 hours before the time appointed for the EGM and/or H Shares Class Meeting (i.e., not later than Thursday, 18 September 2025 at 11:00 a.m. (Hong Kong time) for the EGM and H Shares Class Meeting) or the adjourned meeting (as the case may be) (for the H Shareholder(s) of the Company). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM and/or H Shares Class Meeting or any adjournment thereof should they so wish and in such event, the proxy shall be deemed to be revoked.

(d) A Shareholder or his proxy may exercise the right to vote by poll. The Shareholder shall have one vote for each share that he/she holds. On a poll taken at the meeting, 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.

1. Registration procedures for attending the H Shares Class Meeting

(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.

– HCM-3 –

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NOTICE OF THE H SHARES CLASS MEETING

(b) H Shareholders intending to attend the EGM and/or H Shares Class Meeting should return the reply slip for attending the EGM and/or H Shares Class Meeting to the Company on or before Tuesday, 9 September 2025.

(c) A Shareholder may send the above reply slip to Tricor Investor Services Limited (address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong) in person, by post or by fax.

1. 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 (address: 17/F, Far East Finance Centre, 16 Harcourt Road, 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.

(e) If the H Shares Class Meeting is seriously affected by a typhoon or bad weather condition, the Company will post an announcement on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) to notify Shareholders of the date, time and place of the rescheduled meeting. The meeting may still be held as scheduled during a typhoon or bad weather condition. Shareholders of the Company should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.

• HCM-4 -