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

Apr 29, 2025

THE SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental 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 supplemental circular, together with the accompanying supplemental form of proxy, to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

綠色動力

DYNAGREEN

綠色動力環保集團股份有限公司

Dynagreen Environmental Protection Group Co., Ltd.*

(a joint stock limited liability company incorporated in the People's Republic of China)

(Stock Code: 1330)

(1) PROPOSED ELECTION OF A NON-EXECUTIVE DIRECTOR AND

(2) SUPPLEMENTAL NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025

This supplemental circular shall be read together with the circular of the Company issued to the Shareholders dated April 16, 2025 in relation to the EGM (the "Original Circular").

A letter from the Board is set out on pages 3 to 6 of this circular.

A supplemental notice convening the EGM to be held as originally scheduled at the 2nd Floor, Jiuzhou Electronic Building, No. 7 Keji South 12th Street, Nanshan District, Shenzhen, the PRC on Friday, May 9, 2025 at 2:00 p.m. are set out on pages EGM-1 to EGM-2 of this supplemental circular.

The English and Chinese versions of this supplemental circular and the accompanying supplemental proxy form are available on the Company's website at www.dynagreen.com.cn and the Hong Kong Stock Exchange's website at www.hkex.com.hk. You may access the aforesaid documents on the Company's website or browsing through the Hong Kong Stock Exchange's website.

Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the Original Circular.

• For identification purposes only

April 29, 2025

---

CONTENTS

Page

Definitions 1

Letter from the Board 3

Supplemental Notice of the Extraordinary General Meeting EGM-1

---

DEFINITIONS

In this supplemental 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

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

"Board"
the board of Directors of the Company

"BSAM"
Beijing State-owned Assets Management Co., Ltd.

"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 first extraordinary general meeting of the Company for the year 2025 to be convened and held on Friday, May 9, 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)

"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

• 1 -

---

• 2 -

DEFINITIONS

"Hong Kong Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Latest Practicable Date"
April 29, 2025, being the latest practicable date prior to the publication of this supplemental circular for the purpose of ascertaining certain information for inclusion in this supplemental circular

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

"RMB"
Renminbi, the lawful currency of the PRC

"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

"%"
per cent

---

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 Director:

Mr. HU Shengyong

Non-executive Directors:

Mr. ZHAO Zhixiong

Mr. HU Tianhe

Mr. YAN Chunxu

Independent non-executive Directors:

Ms. OUYANG Jiejiao

Mr. ZHENG Zhiming

Mr. ZHOU Beihai

April 29, 2025

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED ELECTION OF A NON-EXECUTIVE DIRECTOR AND
(2) SUPPLEMENTAL NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025

I. INTRODUCTION

Reference is made to the Original Circular and the notice of the EGM (the “Original Notice”) dated April 16, 2025, which set out the time and venue of the EGM and contain the resolutions to be tabled at the EGM for Shareholders’ approval. This supplemental circular should be read together with the Original Circular.

• For identification purposes only

• 3 -

---

LETTER FROM THE BOARD

Subsequent to the publication of the Original Circular and Original Notice, the Company received a nomination notice from BSAM, a Shareholder holding approximately 6.15% of the issued H Shares and approximately 60.06% of the issued A Shares, representing approximately 1.78% and approximately 42.63% of the total issued Shares at the Latest Practicable Date, proposing to add a new resolution at the EGM to consider and approve the proposed election of Mr. Hu Yong (胡勇先生) (“Mr. Hu”) as a non-executive Director given that the current number of the Board members is less than that required by the Articles of Association.

The supplemental circular is issued in compliance with Rule 13.70 of the Hong Kong Listing Rules, and the purpose is to set out the supplemental notice of the EGM, and to provide you with information in relation to the proposed election of a non-executive Director which is to be considered at the EGM. Save as set out in this supplemental circular, no changes have been made to matters in relation to the EGM as set out in the Original Circular and Original Notice.

II. PROPOSED ELECTION OF A NON-EXECUTIVE DIRECTOR

According to the Articles of Association, the proposed election of a Director is subject to the approval of the Shareholders. In order for the number of the Board members to meet the requirements of the Articles of Association as soon as possible, the proposal of election of Mr. Hu is hereby proposed to the EGM as an ordinary resolution for consideration. In order to allow the Shareholders to conduct the vote in respect of the proposed election, the biographical details of Mr. Hu are set out below pursuant to Rule 13.51(2), Rule 13.70 and Rule 13.74 of the Hong Kong Listing Rules.

Mr. Hu Yong, aged 44, was an assistant manager of KPMG Huazhen LLP from September 2008 to July 2011, a senior manager of risk and compliance department of Tianjin Yufeng Equity Investment Management Co. (天津裕豐股權投資管理有限公司) from July 2011 to July 2015, the general manager of risk and compliance management department of Shenzhen Jingxin Jialong Investment Management Co. (深圳京信嘉隆投資管理有限公司) from August 2015 to July 2018. Since July 2018, he has been the manager of assets management department of Beijing Industrial Developing Investment Management Co., Ltd. (北京工業發展投資管理有限公司) which is a subsidiary of BSAM, the controlling Shareholder of the Company. Since June 2021, he has been a director of BAIC BluePark New Energy Technology Co., Ltd. (北汽藍谷新能源科技股份有限公司), a company listed on the Shanghai Stock Exchange with stock code: 600733.

Mr. Hu graduated from Beijing International Studies University and obtained his master’s degree.

Mr. Hu, being a candidate for Director, will enter into a service contract with the Company to perform his duties as a Director of the fifth session of the Board of the Company after his nomination is approved at the EGM until the expiry of the term of office of the fifth session of the Board, and shall be eligible for re-election upon the expiry of his term of office. He will not receive any emolument from the Company.

• 4 -

---

LETTER FROM THE BOARD

Save as disclosed above, as of the Latest Practicable Date, Mr. Hu has confirmed that he did not hold (i) any other position with the Company or other members of the Group; (ii) any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding his appointment; (iii) any other major appointments or professional qualifications; (iv) any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr. Hu has further confirmed that, save as disclosed above, he does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Hong Kong Listing Rules) of the Company.

Save as disclosed above, there are no other matters relating to the appointment of Mr. Hu that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

III. THE EGM AND PROXY ARRANGEMENT

A supplemental notice of the EGM to be held as originally scheduled at the 2nd Floor, Jiuzhou Electronic Building, No. 7 Keji South 12th Street, Nanshan District, Shenzhen, the PRC on Friday, May 9, 2025 at 2:00 p.m., is set out on pages EGM-1 to EGM-2 of this supplemental circular.

A supplemental proxy form in respect of the ordinary resolution to consider and approve the proposed election of a non-executive Director (the "Supplemental Proxy Form") is enclosed with this supplemental circular. The proxy form issued by the Company along with the Original Circular of the Company dated April 16, 2025 (the "Original Proxy Form") will remain valid and effective to the fullest extent applicable if correctly completed and lodged with the H Share Registrar of the Company.

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. For the avoidance of doubt, should the proxies being appointed to attend the EGM under each of the Original Proxy Form and/or the Supplemental Proxy Form are different and more than one of the proxies attended the EGM, only the proxy validly appointed under the Original Proxy Form shall be designated to vote at the EGM. If you have validly appointed a proxy to attend the EGM on your behalf but do not duly complete and return the Supplemental Proxy Form, your proxy will be entitled to vote at discretion on your behalf on the supplemental resolution set out in the supplemental notice of the EGM dated April 29, 2025 (the "Supplemental Notice"). If you do not duly complete and return the Original Proxy Form but have duly completed and returned the Supplemental Proxy Form and validly appointed a proxy to attend the EGM on your behalf, your proxy will be entitled to vote at discretion on your behalf on the resolutions set out in the Original Notice.

• 5 -

---

LETTER FROM THE BOARD

Please refer to the Original Notice for details in respect of other resolutions to be passed at the EGM, eligibility for attending the EGM, proxy, registration procedures, closure of register of members and other relevant matters. Please note that, the resolution "to consider and approve the proposed election of Mr. Hu Yong as a non-executive Director" shall be supplemented in the Original Notice as item 3A under "as ordinary resolution."

IV. RESPONSIBILITY STATEMENT

This supplemental 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 supplemental 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 supplemental circular misleading.

V. RECOMMENDATION

The Board (including all independent non-executive Directors) consider that the resolution in relation to the proposed election of a non-executive Director is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of such resolution to be proposed at the EGM as set out in the supplemental notice of the EGM.

Yours faithfully

By Order of the Board

Dynagreen Environmental Protection Group Co., Ltd.*

Zhu Shuguang

Joint Company Secretary

• For identification purposes only

---

SUPPLEMENTAL 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)

SUPPLEMENTAL NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025

Reference is made to the circular of Dynagreen Environmental Protection Group Co., Ltd.* (the "Company") and the notice of the first extraordinary general meeting for 2025 of the Company (the "EGM") dated April 16, 2025 (the "Original Notice"), which set out the time and venue of the EGM and contain the resolutions to be tabled at the EGM for shareholders' approval.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM of the Company will be held as originally scheduled at the 2nd Floor, Jiuzhou Electronic Building, No. 7 Keji South 12th Street, Nanshan District, Shenzhen, the PRC on Friday, May 9, 2025 at 2:00 p.m. for the purposes of considering and, if deemed appropriate, approving the following resolution set out in item 3A as an ordinary resolution, in addition to the resolutions set out in the Original Notice. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as defined in the Company's circular dated April 29, 2025 (the "Supplemental Circular").

RESOLUTION TO BE CONSIDERED AND APPROVED AT THE EGM

As ordinary resolution:

3A. to consider and approve the proposed election of Mr. Hu Yong as a non-executive Director.

• For identification purposes only

• EGM-1 -

---

SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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

By Order of the Board
Dynagreen Environmental Protection Group Co., Ltd*
Zhu Shuguang
Joint Company Secretary

Shenzhen, China
April 29, 2025

As of the date of this notice, the executive director of the Company is Mr. Hu Shengyong; the non-executive directors of the Company are Mr. Zhao Zhixiong, Mr. Hu Tianhe and Mr. Yan Chunxu; and the independent non-executive directors of the Company are Ms. Ouyang Jiejiao, Mr. Zheng Zhiming and Mr. Zhou Beihai.

Notes:

(1) Please note that, the resolution "to consider and approve the proposed election of Mr. Hu Yong as a non-executive Director" shall be supplemented in the Original Notice as item 3A under "as ordinary resolution." The numberings of other items in the Original Notice shall remain unchanged.

(2) A supplemental proxy form (the "Supplemental Proxy Form") containing the resolution mentioned above is enclosed with the Supplemental Circular. The proxy form issued by the Company along with the circular of the Company dated April 16, 2025 (the "Original Proxy Form") will remain valid and effective to the fullest extent applicable if correctly completed and lodged with the H share registrar of the Company.

(3) If you intend to appoint a proxy to attend the EGM, you are requested to complete the Original Proxy Form and/or the enclosed Supplemental Proxy Form in accordance with the instructions printed thereon. 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 (i.e., not later than Thursday, May 8, 2025 at 2:00 p.m. (Hong Kong time) for the EGM) or the adjourned meeting(as the case may be) (for the H Shareholder(s) of the Company).

(4) Shareholders are entitled to appoint one or more proxies to attend the EGM, but only one of proxies can be designated to vote at the EGM. For the avoidance of doubt, should the proxies being appointed to attend the EGM under each of the Original Proxy Form and/or the Supplemental Proxy Form are different and more than one of the proxies attended the EGM, only the proxy validly appointed under the Original Proxy Form shall be designated to vote at the EGM. If you have validly appointed a proxy to attend the EGM on your behalf but do not duly complete and return the Supplemental Proxy Form, your proxy will be entitled to vote at discretion on your behalf on the supplemental resolution set out in this supplemental notice. If you do not duly complete and return the Original Proxy Form but have duly completed and returned the Supplemental Proxy Form and validly appointed a proxy to attend the EGM on your behalf, your proxy will be entitled to vote at discretion on your behalf on the resolutions set out in the Original Notice.

(5) Please refer to the Original Notice for details in respect of other resolutions to be considered at the EGM, eligibility for attending the EGM, proxy, registration procedures, closure of register members and other relevant matters.

• For identification purposes only

• EGM-2 -