Dynagreen Environmental Protection : 1. 2020 BOARD REPORT; 2. 2020 SUPERVISORY COMMITTEE REPORT; 3. 2020 FINANCIAL REPORT; 4. PROPOSED 2020 PROFIT DISTRIBUTION PLAN; 5. PROPOSED 2021 AUDITOR RE-APPOINTMENT & REMUNERATION; 6. PROPOSED 2021 FINANCIAL BUDGET; 7. PROPOSED 2021 PROVISION OF GUARANTEES; 8. 2020 APPRAISAL & PROPOSED 2021 REMUNERATION OF DIRECTORS & SUPERVISORS; 9. PROPOSED AMENDMENT TO THE BOARD PROCEDURAL RULES; 10. PROPOSED APPOINTMENT OF DIRECTORS AND SUPERVISOR; 11. PROPOSED AMENDMENT TO THE A

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 effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

綠色動力環保集團股份有限公司

Dynagreen Environmental Protection Group Co., Ltd.*

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

(Stock Code: 1330)

1. REPORT OF BOARD OF DIRECTORS FOR THE YEAR 2020;
2. REPORT OF SUPERVISORY COMMITTEE FOR THE YEAR 2020;
3. REPORT OF FINANCIAL ACCOUNTS FOR THE YEAR 2020;
4. PROPOSED PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020;
5. PROPOSED RE-APPOINTMENT OF AUDITOR OF THE COMPANY FOR THE YEAR 2021 AND AUTHORIZATION TO THE MANAGEMENT
   TO FIX ITS REMUNERATION FOR THE YEAR 2021;
6. PROPOSED FINANCIAL BUDGET FOR THE YEAR 2021;
7. PROPOSED PROVISION OF GUARANTEES IN RESPECT OF THE FIXED ASSET LOANS AND BANKING FACILITIES GRANTED
8. 
   TO SUBSIDIARIES FOR THE YEAR 2021;
9. APPRAISAL FOR THE YEAR 2020 AND PROPOSED REMUNERATION PACKAGES FOR THE YEAR 2021 OF DIRECTORS AND SUPERVISORS;
10. PROPOSED AMENDMENT TO THE RULES OF PROCEDURES FOR BOARD MEETING;
11. 1. PROPOSED APPOINTMENT OF DIRECTORS;
    2. PROPOSED APPOINTMENT OF SUPERVISOR;

1. PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION; AND
2. 1. NOTICE OF THE ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 3 to 9 of this circular.

A notice convening the AGM to be held at Complex of Huizhou Dynagreen Environment Co., Ltd.*（惠州綠色動力環保有限公司）

• No. 666, Lanzilong Garden, Tiantou Village, Shatian Township, Huiyang District, Huizhou, Guangdong , the PRC on Friday, 14 May 2021 at 2:00 p.m. is set out on pages 10 to 13 of this circular.

If you intend to attend the AGM, 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, 4 May 2021.

Shareholders who intend to appoint a proxy to attend the AGM shall complete and return the proxy form in accordance with the instructions printed thereon. The proxy form must be signed by you or your attorney duly 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 AGM 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 AGM (i.e. not later than Thursday, 13 May 2021 at 2:00 p.m. (Hong Kong time) for AGM) or the adjourned meeting (as the case may be) to Tricor Investor Services Limited (Address: Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong) (for H Shareholders). Completion and delivery of the proxy form shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

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

* For identification purpose only

15 April 2021

		CONTENTS
			Page
Definitions . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I	-	Resolution on provision of guarantees in respect of
		the fixed asset loans and banking facilities
		granted to subsidiaries for the year 2021 . . . . . . . . . . . . . . .	14
Appendix II	- Appraisal for the year 2020 and proposed remuneration
		packages for the year 2021 of Directors and Supervisors . .	18
Appendix III	-	2020 Duty Report of independent Directors . . . . . . . . . . . . . .	19
Appendix IV	-	Biographical details of proposed directors . . . . . . . . . . . . . . .	25
Appendix V	-	Biographical details of proposed supervisor . . . . . . . . . . . . . .	27
Appendix VI	- Proposed Amendments to the Articles of Association and
		the Rules of Procedures for Board meeting . . . . . . . . . . . . .	28

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 Shareholders"	holders of A Shares
"Annual General Meeting" or	the annual general meeting of the Company for the
"AGM"	year 2020 to be convened and held on Friday, 14 May
	2021
"AGM Notice"	the notice for convening the AGM set out on pages 10
	to 13 of this circular
"Articles"	the articles of association of the Company as
	amended, revised or supplemented from time to time
"Associate(s)"	has the meaning ascribed thereto under the Hong
	Kong Listing Rules
"Board of Directors" or the	the board of directors of the Company
"Board"
"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, which H shares are
	listed on the Main Board of Hong Kong Stock
	Exchange (Stock Code: 1330) and A shares are listed
	on the Shanghai Stock Exchange (Stock Code: 601330)
"Connected Person(s)"	has the meaning ascribed thereto under the Hong
	Kong Listing Rules
"Controlling Shareholder"	has the meaning ascribed thereto under the Hong
	Kong Listing Rules
"Director(s)"	director(s) of the Company
"Group", "us" or "we"	the Company and its subsidiaries

• For identification purposes only

- 1 -

	DEFINITIONS
"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 Shareholders"	holders of H Shares
"HK$" or "Hong Kong dollars"	the lawful currency of Hong Kong
"Hong Kong" or "HK"	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
"Latest Practicable Date"	9 April 2021, being the latest practicable date before
	the printing of this circular for ascertaining certain
	information
"PRC"	the People's Republic of China which, for the purpose
	of this circular, excludes Hong Kong, Macau Special
	Administrative Region of the PRC and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	share(s) in the share capital of the Company, with a
	nominal value of RMB1.00 each, including both A
	Share(s) and H Share(s)
"Shareholder(s)"	holder(s) of the Shares, including holders of both A
	Share(s) and H Share(s)
"subsidiary" or "subsidiaries"	has the meaning ascribed thereto under the Hong
	Kong Listing Rules
"Supervisor(s)"	supervisor(s) of the Company
"Supervisory Committee"	the supervisory committee of the Company

- 2 -

LETTER FROM THE BOARD

綠色動力環保集團股份有限公司

Dynagreen Environmental Protection Group Co., Ltd.*

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

(Stock Code: 1330)

Executive Directors:

Mr. QIAO Dewei (Chairman)

Mr. HU Shengyong

Non-executive Directors:

Mr. LIU Shuguang

Mr. CHENG Suning

Independent non-executive Directors:

Mr. OU Yuezhou

Ms. FU Jie

Mr. XIE Lanjun

15 April 2021

To the Shareholders

Dear Sir or Madam,

1. REPORT OF BOARD OF DIRECTORS FOR THE YEAR 2020;
2. REPORT OF SUPERVISORY COMMITTEE FOR THE YEAR 2020;
3. REPORT OF FINANCIAL ACCOUNTS FOR THE YEAR 2020;
4. PROPOSED PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020;
5. PROPOSED RE-APPOINTMENT OF AUDITOR OF THE COMPANY FOR THE YEAR 2021 AND AUTHORIZATION TO THE MANAGEMENT
   TO FIX ITS REMUNERATION FOR THE YEAR 2021;
6. PROPOSED FINANCIAL BUDGET FOR THE YEAR 2021;
7. PROPOSED PROVISION OF GUARANTEES IN RESPECT OF THE FIXED ASSET LOANS AND BANKING FACILITIES GRANTED
8. 
   TO SUBSIDIARIES FOR THE YEAR 2021;
9. APPRAISAL FOR THE YEAR 2020 AND PROPOSED REMUNERATION PACKAGES FOR THE YEAR 2021 OF DIRECTORS AND SUPERVISORS;
10. PROPOSED AMENDMENT TO THE RULES OF PROCEDURES FOR BOARD MEETING;
11. 1. PROPOSED APPOINTMENT OF DIRECTORS;
    2. PROPOSED APPOINTMENT OF SUPERVISOR;

1. PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION; AND
2. 1. NOTICE OF THE ANNUAL GENERAL MEETING

* For identification purposes only

- 3 -

LETTER FROM THE BOARD

1. INTRODUCTION

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

As Ordinary Resolutions

1. to consider and approve the report of the Board for the year 2020;
2. to consider and approve the report of the Supervisory Committee for the year 2020;
3. to consider and approve the report of financial accounts for the year 2020;
4. to consider and approve the proposed profit distribution plan for the year 2020;
5. to consider and approve the proposed re-appointment of KPMG Huazhen LLP as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the management to fix its remuneration for the year 2021;
6. to consider and approve the financial budget for the year 2021;
7. to consider and approve the proposed provision of guarantees in respect of the fixed asset loans and banking facilities granted to subsidiaries by the Company for the year 2021;
8. to consider and approve the appraisal for the year 2020 and proposed remuneration packages for the year 2021 of the Directors and the Supervisors;
9. to consider and approve the proposed amendment to the Rules of Procedures for Board Meeting;
10. to consider and approve appointment of Directors;
11. 1. to consider and approve the appointment of Ms. Zhong Xia as a Director;
    2. to consider and approve the appointment of Mr. Zhang Zhenhai as a Director;
12. to consider and approve the appointment of Ms. Yu Lijun as a Supervisor.

As Special Resolution

1. to consider and approve the proposed amendment to the Articles of Association.

- 4 -

LETTER FROM THE BOARD

Pursuant to the Requirements for the Work of Independent Directors of the Company and the Articles, the 2020 Duty Report of independent non-executive Directors is a matter to be reported to the AGM but not for the Shareholders' approval. The 2020 Duty Report of independent non-executive Directors is set out in Appendix III to this circular for Shareholders' information.

1. REPORT OF THE BOARD FOR THE YEAR 2020

An ordinary resolution will be proposed at the AGM to consider and approve the report of the Board for the year 2020, the text of which is set out in the Company's annual report for the year 2020 despatched on 15 April 2021.

1. REPORT OF SUPERVISORY COMMITTEE FOR THE YEAR 2020

An ordinary resolution will be proposed at the AGM to consider and approve the report of the Supervisory Committee for the year 2020, the text of which is set out in the Company's annual report for the year 2020 despatched on 15 April 2021.

IV. REPORT OF FINANCIAL ACCOUNTS FOR THE YEAR 2020

An ordinary resolution will be proposed at the AGM to consider and approve the Company's audited report of financial accounts for the year 2020 as contained in the Company's annual report for the year 2020 despatched on 15 April 2021.

1. PROPOSED PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020

An ordinary resolution will be proposed at the AGM to consider and approve the Company's proposed profit distribution plan (a dividend of RMB0.2 per Share (before tax)) for the year 2020.

According to the Articles, 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 AGM. The payment of the 2020 Final Dividend is expected to be declared before 14 July 2021, subject to consideration and approval of the Shareholders at the AGM.

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

- 5 -

LETTER FROM THE BOARD

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 holders of A Shares of the Company.

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-HongKong 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-HongKong Stock Connect (Caishui [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-HongKong Stock Connect or the Shenzhen-HongKong 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-HongKong Stock Connect or the Shenzhen-HongKong 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 holders of H Shares.

- 6 -

LETTER FROM THE BOARD

The aforesaid total cash dividends to be payable by the Company accounted for 55.36% of the net profit attributable to the Shareholders of the Company for the year 2020, which is in compliance with the relevant requirements. The abovementioned proposal was considered and approved by the Board on 30 March 2021 and is hereby proposed as ordinary resolution at the AGM for consideration and approval.

VI. PROPOSED RE-APPOINTMENT OF AUDITOR OF THE COMPANY FOR THE YEAR 2021 AND AUTHORIZATION TO THE MANAGEMENT TO FIX ITS REMUNERATION FOR THE YEAR 2021

KPMG Huazhen LLP is proposed to be re-appointed as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and it is proposed that the management be authorized to fix its remuneration for the year 2021.

VII. PROPOSED FINANCIAL BUDGET FOR THE YEAR 2021

In order to achieve coordinated allocation of resources and highlight the overall strengths of the Group, the Company carried out scientific planning on operation for the year 2021 and formulated the annual target, protective measures and management responsibilities for the Group. An ordinary resolution will be proposed at the AGM to consider and approve the Company's proposed financial budget for the year 2021, details of which are as follows:

According to the proposed financial budget, it is proposed that the administrative expenses and the finance costs shall not be more than RMB212.59 million and RMB507.92 million respectively.

VIII. PROPOSED PROVISION OF GUARANTEES IN RESPECT OF THE FIXED ASSET LOANS AND BANKING FACILITIES GRANTED TO SUBSIDIARIES FOR THE YEAR 2021

Pursuant to article 68 of the Articles of the Company and Rule 15 of the "Rules Governing the Provision of Guarantees to External Parties", any guarantee to external parties provided by the Company and the subsidiaries of the Company that in aggregate amounts to or exceeds 50% of the latest audited net asset value shall be subject to approval by the Shareholders at general meeting of the Company. Hence, an ordinary resolution will be proposed at the AGM to consider and approve the Company or its subsidiaries' provision of financial guarantees in respect of the fixed asset loans and banking facilities granted to subsidiaries, details of which are set out in Appendix I to this circular.

IX. PROPOSED APPRAISAL FOR THE YEAR 2020 AND PROPOSED REMUNERATION PACKAGES FOR THE YEAR 2021 OF DIRECTORS AND SUPERVISORS

An ordinary resolution will be proposed at the AGM to consider and approve the appraisal for the year 2020 and proposed remuneration packages for the year 2021 of the Directors and the Supervisors of the Company. Such packages are set out in Appendix II to this circular for the Shareholders' information.

- 7 -

LETTER FROM THE BOARD

1. PROPOSED AMENDMENT TO THE RULES OF PROCEDURES FOR BOARD MEETING

To further improve the Company's governance, an ordinary resolution will be proposed at the AGM to approve the proposed amendment to the Rules of Procedures for Board meeting.

The proposed amendment to the Rules of Procedures for Board meeting are subject to approval at the AGM, and the text of the proposed amendment to the Rules of Procedures for Board meeting are set out in Appendix VI to this circular.

XI. PROPOSED APPOINTMENT OF DIRECTORS

At the Board meeting held on 30 March 2021, the Board approved the proposal to appoint Ms. Zhong Xia as an executive Director. In accordance with the Articles, the proposed appointment of a Director is subject to approval of Shareholders. An ordinary resolution relating to the proposed appointment will be proposed at the AGM for Shareholders' approval. The biography of Ms. Zhong Xia is set out in Appendix IV to this circular.

At the Board meeting held on 30 March 2021, the Board approved the proposal to appoint Mr. Zhang Zhenhai as a non-executive Director. In accordance with the Articles, the proposed appointment of a Director is subject to approval of Shareholders. An ordinary resolution relating to the proposed appointment will be proposed at the AGM for Shareholders' approval. The biography of Mr. Zhang Zhenhai is set out in Appendix IV to this circular.

XII. PROPOSED APPOINTMENT OF SUPERVISOR

At the Supervisory Committee meeting held on 30 October 2020, the Supervisory Committee approved the proposal to appoint Ms. Yu Lijun as a Supervisor. In accordance with the Articles, the proposed appointment of a Supervisor is subject to approval of Shareholders. An ordinary resolution relating to the proposed appointment will be proposed at the AGM for Shareholders' approval.

The biography of Ms. Yu Lijun is set out in Appendix V to this circular.

XIII. PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

As the Company has completed non-public issuance of A Shares on 8 December 2020, and based on the industrial and commercial registration information of the Company and the promoters, a special resolution will be proposed at the AGM to approve the proposed amendment to the Articles of Association so that the Articles of Association will be in line with the Company's current situation.

The proposed amendment to the Articles of Association are subject to approval at the AGM, and the text of the proposed amendment to the Articles of Association are set out in Appendix VI to this circular.

- 8 -

LETTER FROM THE BOARD

XIV. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 10 to 13 of this circular.

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

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.dynagreen.com.cn). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's H Share Registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for H shareholders) as soon as possible but in any event not less than 24 hours before the time appointed for the AGM (i.e. not later than Thursday, 13 May 2021 at 2:00 p.m. (Hong Kong time) for AGM) 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 AGM if you so wish.

XV. RECOMMENDATION

The Board (including all independent non-executive Directors) consider that all of the resolutions in relation to (i) the report of Board of Directors for the year 2020; (ii) the report of Supervisory Committee for the year 2020; (iii) the report of financial accounts for the year 2020; (iv) the proposed profit distribution plan for the year 2020; (v) the proposed re-appointment of auditor of the Company for the year 2021 and authorization to the management to fix its remuneration for the year 2021; (vi) the proposed financial budget for the year 2021; (vii) the proposed provision of guarantees in respect of the fixed asset loans and banking facilities granted to subsidiaries for the year 2021; (viii) the appraisal for the year 2020 and proposed remuneration packages for the year 2021 of Directors and Supervisors; (ix) the proposed amendment to the Rules of Procedures for the Board Meeting; (x) the proposed appointment of Directors; (xi) the proposed appointment of a Supervisor; and (xii) the proposed amendment to the Articles of Association 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 such resolutions to be proposed at the AGM as set out in the AGM Notice.

Yours faithfully,

By Order of the Board

Dynagreen Environmental Protection Group Co., Ltd.*

Qiao Dewei

Chairman

- 9 -

NOTICE OF THE ANNUAL 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 ANNUAL GENERAL MEETING FOR THE YEAR 2020

NOTICE IS HEREBY GIVEN that an annual general meeting for the year 2020 (the "AGM") of Dynagreen Environmental Protection Group Co., Ltd.* (the "Company") will be held at Complex of Huizhou Dynagreen Environment Co., Ltd.*（惠州綠色動力環保有限 公司）, No. 666, Lanzilong Garden, Tiantou Village, Shatian Township, Huiyang District, Huizhou, Guangdong, the PRC on Friday, 14 May 2021 at 2:00 p.m. for the purposes of considering and, if deemed appropriate, approving the following resolutions. In this notice, unless the context otherwise requires, capitalized terms used herein shall have the same meanings as defined in the Company's circular (the "Circular") dated 15 April 2021.

RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE AGM

As Ordinary Resolutions

1. to consider and approve the report of the Board for the year 2020;
2. to consider and approve the report of the Supervisory Committee for the year 2020;
3. to consider and approve the report of financial accounts for the year 2020;
4. to consider and approve the proposed profit distribution plan for the year 2020;
5. to consider and approve the proposed re-appointment of KPMG Huazhen LLP as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the management to fix its remuneration for the year 2021;
6. to consider and approve the financial budget for the year 2021;
7. to consider and approve the proposed provision of guarantees in respect of the fixed asset loans and banking facilities granted to subsidiaries by the Company for the year 2021;

• For identification purposes only

- 10 -

NOTICE OF THE ANNUAL GENERAL MEETING

1. to consider and approve the appraisal for the year 2020 and proposed remuneration packages for the year 2021 of the Directors and the Supervisors;
2. to consider and approve the proposed amendment to the Rules of Procedures for Board Meeting;
3. to consider and approve the appointment of Directors;
4. 1. to consider and approve the appointment of Ms. Zhong Xia as a Director;
   2. to consider and approve the appointment of Mr. Zhang Zhenhai as a Director;
5. to consider and approve the appointment of Ms. Yu Lijun as a Supervisor.

As Special Resolution

1. to consider and approve the proposed amendment to the Articles of Association.

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

By Order of the Board

Dynagreen Environmental Protection Group Co., Ltd.*

Qiao Dewei

Chairman

Shenzhen, PRC

15 April 2021

As at the date of this notice, the executive directors of the Company are Mr. Qiao Dewei and Mr. Hu Shengyong; the non-executive directors of the Company are Mr. Liu Shuguang and Mr. Cheng Suning; and the independent non-executive directors of the Company are Mr. Ou Yuezhou, Ms. Fu Jie and Mr. Xie Lanjun.

- 11 -

NOTICE OF THE ANNUAL GENERAL MEETING

Notes:

ATTENDEE OF THE AGM

1. Eligibility for attending the AGM
   For the purpose of ascertaining the H Shareholders who are entitled to attend and vote at the AGM, holders of H Shares who wish to attend the AGM shall lodge their share certificates accompanied with the transfer documents to the H Share Registrar of the Company, Tricor Investor Services Limited (address: Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong) before 4:30 p.m. (Hong Kong time) on Monday, 10 May 2021, being the last share registration date.
   The Shareholders whose names appear on the register of members of the Company on Monday, 10 May 2021 after close of business are entitled to attend and vote at the AGM.
2. Proxy
3. 1. A member eligible to attend and vote at the AGM 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 AGM, but only one of the proxies can be designated to vote at the AGM. A proxy need not be a shareholder of the Company.
   2. 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.
   3. 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: Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong), not less than 24 hours before the time appointed for the AGM (i.e. not later than Thursday, 13 May 2021 at 2:00 p.m. (Hong Kong time) for AGM) or the adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the AGM or any adjournment thereof should they so wish.
   4. 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.
4. Registration procedures for attending the AGM
5. 1. 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 AGM 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 AGM.
   2. Holders of H Shares intending to attend the AGM should return the reply slip for attending the AGM to the Company on or before Tuesday, 4 May 2021.
   3. A Shareholder may send the above reply slip to Tricor Investor Services Limited (address: Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong) in person, by post or by fax.

- 12 -

NOTICE OF THE ANNUAL GENERAL MEETING

4. Miscellaneous

1. The AGM will not last for more than half a day. The Shareholders who attend the AGM in person or by proxy shall bear their own travelling and accommodation expenses.
2. The Share Registrar of H Shares of the Company is Tricor Investor Services Limited (address: Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong).
3. The registered office of the Company is at:
   2nd Floor Northeastern Wing, Jiuzhou Electronic Building, 007 Keji South 12th Street,
   Nanshan District, Shenzhen, the PRC Post Code: 518057
   Telephone No.: ([phone]
   Facsimile No.: ([phone]
4. Pursuant to the Requirements for the Work of Independent Directors of the Company and the Articles of Association, the annual Duty Report of independent non-executive Directors is a matter to be reported to the AGM but not for the Shareholders' approval. The 2020 Duty Report of independent non-executive Directors is set out in Appendix III to the circular for the Shareholders' information.
5. References to time and dates in this notice are to Hong Kong time and dates.

- 13 -

APPENDIX I	RESOLUTION ON PROVISION OF GUARANTEES IN RESPECT OF
	THE FIXED ASSET LOANS AND BANKING FACILITIES GRANTED
	TO SUBSIDIARIES FOR THE YEAR 2021

In order to ensure the smooth completion of 2021 annual operating targets of Dynagreen Environmental Protection Group Co., Ltd. (the "Company"), to support the construction of the subsidiaries, and to meet financing needs and reduce financing cost of the subsidiaries, the Company or its subsidiaries will provide guarantee for the subsidiaries in respect of fixed asset loans and banking facilities. The date of each guarantee is the date on which the guarantee contract was signed. It is expected that the guarantee amount provided in respect of the new fixed asset loans and new comprehensive credit lines in 2021 shall not exceed RMB2,976.75 million and RMB2,000 million respectively, with aggregate amount of not more than RMB4,976.75 million. The details are as follows:

No.	Name of company	Estimated amount	Term	Guaranteed method	Remark
1	Changzhou Dynagreen	RMB100.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Environmental and		3 years		credit lines
	Thermoelectric
	Co., Ltd.
2	Haining Dynagreen	RMB100.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Haiyun Environmental		3 years		credit lines
	Protection Energy
	Co., Ltd.
3	Shishou Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.
4	Dengfeng Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.
5	Yichun Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.
6	Lvyi (Huludao)	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Environmental		3 years		credit lines
	Services Limited
7	Zhangqiu Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.
8	Pingyang Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.
9	Pingyang Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Environmental Energy		3 years		credit lines
	Co., Ltd.
10	Yongjia Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.

- 14 -

APPENDIX I	RESOLUTION ON PROVISION OF GUARANTEES IN RESPECT OF
		THE FIXED ASSET LOANS AND BANKING FACILITIES GRANTED
			TO SUBSIDIARIES FOR THE YEAR 2021
No.	Name of company	Estimated amount	Term	Guaranteed method	Remark
11	Wenzhou Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Environmental Energy		3 years		credit lines
	Co., Ltd.
12	Wuhan Dynagreen	RMB100.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.	RMB600.00 million	Not more than 15	Joint-liability guarantee	Fixed asset loans
			years, with a grace
			period of not more
			than 3 years
13	Taizhou Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.
14	Huizhou Dynagreen	RMB100.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Environment Co., Ltd.		3 years		credit lines
15	Huizhou Dynagreen	RMB100.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.
16	Anshun Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.
17	Rushan Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.
18	Jurong Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.	RMB120.00 million	A period of 8 years	Joint-liability guarantee	Fixed asset loans
19	Tianjin Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.
20	Tianjin Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Environmental Energy		3 years		credit lines
	Co., Ltd.
21	Dynagreen Investment	Equivalent of	Not more than	Joint-liability guarantee	Comprehensive
	Holding Company	RMB200.00	3 years		credit lines
	Limited	million
22	Bengbu Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.
23	Beijing Dynagreen	RMB100.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Environment Co., Ltd.		3 years		credit lines

- 15 -

APPENDIX I	RESOLUTION ON PROVISION OF GUARANTEES IN RESPECT OF
		THE FIXED ASSET LOANS AND BANKING FACILITIES GRANTED
			TO SUBSIDIARIES FOR THE YEAR 2021
No.	Name of company	Estimated amount	Term	Guaranteed method	Remark
24	Shantou Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.	RMB656.75 million	Not more than	Joint-liability guarantee	Fixed asset loans
			15 years
25	Bobai Dynagreen	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.
26	Beijing Dynagreen	RMB100.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Co., Ltd.
27	Guangyuan Boneng	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Dynagreen Renewable		3 years		credit lines
	Energy Co., Ltd.
28	Jiamusi Bohai	RMB50.00 million	Not more than 3	Joint-liability guarantee	Comprehensive
	Environmental		years		credit lines
	Protection and	RMB400.00 million	8 years from the first	Yongjia Dynagreen	Fixed asset loans
	Electricity Company		credit utilization	Renewable Energy Co.,
	Limited		date	Ltd., a wholly- owned
				subsidiary of the
				Company provided
				joint-liability
				guarantee
29	Zhaoqing Boneng	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Renewable Energy		3 years		credit lines
	Power Generation
	Co., Ltd.
30	Guizhou Jinsha Green	RMB50.00 million	Not more than	Joint-liability guarantee	Comprehensive
	Energy Co., Ltd.		3 years		credit lines
31	Baise Dynagreen	RMB300.00 million	Not more than 15	Joint-liability guarantee	Fixed asset loans
	Environmental		years, with a grace
	Protection Co., Ltd.		period of not more
			than 3 years
32	Jinan Dynagreen	RMB650.00 million	Not more than 15	Joint-liability guarantee	Fixed asset loans
	Environmental		years, with a grace
	Co., Ltd.		period of not more
			than 3 years
33	Huizhou Dynagreen	RMB250.00 million	Not more than 15	Joint-liability guarantee	Fixed asset loans
	Environmental		years, with a grace
	Services Co., Ltd.		period of not more
			than 3 years

- 16 -

APPENDIX I	RESOLUTION ON PROVISION OF GUARANTEES IN RESPECT OF
	THE FIXED ASSET LOANS AND BANKING FACILITIES GRANTED
	TO SUBSIDIARIES FOR THE YEAR 2021

Within the abovementioned amount, the Group may regulate the estimated guarantee amount between different wholly-owned subsidiaries or different holding subsidiaries upon approval by the Board. In case of new establishment or acquisition of subsidiary(ies) within the validity period of the guarantee, the estimated guarantee amount may be regulated for the newly established or acquired wholly-owned subsidiary(ies) or holding subsidiary(ies) within the total amount of the estimated guarantee.

As at the Latest Practicable Date, the total amount of external guarantees provided by the Company and its wholly-owned or controlled subsidiaries was RMB6,356,633,200, representing 115.83% of the audited total equity attributable to shareholders of the Company in 2020. Among them, the amount of guarantee provided for wholly-owned and holding subsidiaries was RMB6,046,633,200, and the amount of guarantee provided for joint ventures was RMB310,000,000 without overdue guarantee.

The Company did not provide guarantee for entities other than subsidiaries (including joint ventures) or individuals or connected persons.

The actual incurred total amount of the aforementioned guarantees will be disclosed in the 2021 annual report.

- 17 -

APPENDIX II APPRAISAL FOR THE YEAR 2020 AND PROPOSED REMUNERATION PACKAGES FOR THE YEAR 2021 OF DIRECTORS AND SUPERVISORS

DYNAGREEN ENVIRONMENTAL PROTECTION GROUP CO., LTD.

APPRAISAL FOR THE YEAR 2020 AND PROPOSED REMUNERATION PACKAGES FOR THE YEAR 2021 OF DIRECTORS AND SUPERVISORS

The executive Directors, non-executive Directors and Supervisors of Dynagreen Environmental Protection Group Co., Ltd. (the "Company") did not receive any directors' or supervisors' fees for 2020. All of the independent non-executive Directors of the Company received directors' fees for 2020. The details of the remuneration of the Directors and Supervisors for 2020 are as follows:

					Contributions
			Basic salaries,	to defined
	Directors' and	allowances	contribution
	Supervisors'	and other	retirement	Discretionary
	fees	benefits	plans	bonuses	2020 Total
	RMB	RMB	RMB	RMB	RMB
Executive Directors
QIAO Dewei	-	914,012.24		2,471.82		1,180,900.00		2,097,384.06
HU Shengyong	-	596,540.24		2,661.96		850,000.00		1,449,202.20
Non-executive Directors
ZHI Jun (Note (a))	-	-	-	-	-
LIU Shuguang	-	-	-	-	-
Cheng Suning	-	-	-	-	-
CAO Jinjun (Note (b))	-	-	-	-	-
Independent non-executive
Directors
OU Yuezhou	80,000.00		-	-	-	80,000.00
FU Jie	104,245.20		-	-	-	104,245.20
XIE Lanjun	80,000.00		-	-	-	80,000.00
Supervisors
LUO Zhaoguo	-	-	-	-	-
WANG Meilin	-	-	-	-	-
HE Hong (Note (c))	-	254,345.41		2,310.00		96,000.00		352,655.41
Total	264,245.20		1,764,897.89		7,443.78		2,126,900.00		4,163,486.87

The proposed remuneration packages for the above Directors and Supervisors for 2021 remain unchanged from 2020. Ms. Zhong Xia will not receive any remuneration or allowance from the Company for serving as a director of the Company but only the corresponding remuneration as the senior management of the Company. Mr. Zhang Zhenhai will not receive any remuneration or allowance from the Company for servicing as a director of the Company. Ms. Yu Lijun will not receive any remuneration or allowance from the Company for servicing as a supervisor of the Company but only the corresponding remuneration as the senior management of the Company.

Notes:

1. Mr. Zhi Jun resigned as a non-executive director on 30 March 2021.
2. Mr. Cao Jinjun resigned as a non-executive Director on 5 February 2021.
3. Ms. He Hong tendered a written resignation as a Supervisor on 22 October 2020, which will take effect after the election of a new Supervisor at the AGM.

- 18 -

APPENDIX III 2020 DUTY REPORT OF INDEPENDENT DIRECTORS

DYNAGREEN ENVIRONMENTAL PROTECTION GROUP CO., LTD.

2020 DUTY REPORT OF INDEPENDENT DIRECTORS

In accordance with provisions and requirements under the Company Law, the Guiding Opinions on Establishing Independent Director System for Listed Companies (關 於在上市公司建立獨立董事制度的指導意見), the Articles of Association of Dynagreen Environmental Protection Group Co., Ltd. (hereinafter referred to as the "Articles of Association"), the Requirements for the Work of Independent Directors of Dynagreen Environmental Protection Group Co., Ltd., etc., we, as independent Directors of Dynagreen Environmental Protection Group Co., Ltd. (hereinafter referred to as "Dynagreen" or the "Company"), now report our performance of duties for the year of

2020 below:

1. PROFILE OF INDEPENDENT DIRECTORS
2. 1. Profile of Independent Directors
   2. 1. Mr. OU Yuezhou (區岳州), with bachelor 's degree, was the deputy general manager and general engineer of Guangye Environmental Protection Industry Group Co., Ltd (廣業環保產業集團) in Guangdong province. From July 2011 to December 2019, he served as the chairman of Guangdong Province Environmental Protection Enterprise Association (廣東省環境保護產業協會). Since August 2020, he has been serving as honorary president of Guangdong Province Environmental Protection Enterprise Association.
      2. Ms. FU Jie, with bachelor 's degree, worked for Ernst & Young Hua Ming LLP. She served as the chief financial officer of China U-Ton Holdings Limited from April 2016 to July 2019. She has been the chief financial officer of China Kangda Food Limited since September 2019. She is a member of the China Institute of Certified Public Accountants and a member of The Association of Chartered Certified Accountants.
      3. Mr. XIE Lanjun, with bachelor 's degree, has been a senior partner and practicing lawyer of Beijing Zhongyin (Shenzhen) Law Firm (北京市中銀 (深圳)律師事務所) since January 2009.

1. Independence

As independent Directors of Dynagreen, we do neither hold any other positions in addition to Directors in the Company, nor any positions in the substantial shareholders of the Company. We, in strict compliance with the requirements of the Guide of Shanghai Stock Exchange to the Filing and Training of Independent Directors in Listed Companies, serve as independent directors of no more than five companies, and there is no matters or circumstances which would affect our independence of serving as the independent Directors of the Company.

- 19 -

APPENDIX III 2020 DUTY REPORT OF INDEPENDENT DIRECTORS

1. PERFORMANCE OF INDEPENDENT DIRECTORS' DUTIES FOR THE YEAR

During the term of office in 2020, we complied with the Articles of Association and the Rules of Procedure of the Board of Directors, actively attended shareholders' meetings, meetings of the Board and special committees of the Board, and carefully considered and approved proposals, issued our opinions according to relevant requirements, performed our duties in an honest and diligent manner.

1. In 2020, the Attendance of the Independent Directors were as Follows:

	Mandatory	Times of
	times of	attendance in				Number of
Name of	attendance at	person (including	Times of		Whether attending	general
independent	Board meetings	by means of	attendance	Times of	the in person for	meeting
Director	during the year	telecommunication)	by proxy	absence	consecutive times	attended
OU Yuezhou	11	11	0	0	No	1
FU Jie	11	11	0	0	No	1
XIE Lanjun	11	11	0	0	No	2

1. Voting Results

In 2020, we proactively attended meetings of the Board and the shareholders' meeting of the Company, faithfully fulfill the obligations and perform the role of independent Directors. We were of the opinion that, the convening of meetings of the Board and the shareholders' meetings of the Company were in compliance with statutory procedures, and the major operating decisions all followed the relevant procedures. We have earnestly considered and approved the proposals offered at the meeting of the Board, and were of the opinion that, those proposals did not prejudice the interests of all shareholders, particularly the minority interest. We did not raise objection to those proposals.

(III) Issuance of Independent Opinions

In 2020, we issued independent opinions on the following matters according to the provisions of the Requirements for the Work of Independent Directors:

	Date of	Session and
	independent	number of	Content of
No.	opinions	meeting	independent opinions
1	20 January	17th meeting of	Connected transactions
		third session

- 20 -

APPENDIX III 2020 DUTY REPORT OF INDEPENDENT DIRECTORS

	Date of	Session and
	independent	number of	Content of
No.	opinions	meeting	independent opinions
2	28	March	18th meeting of	Profit distribution, internal
			third session	control evaluation,
				provision of guarantees for
				subsidiaries, connected
				transactions, compensation
				for senior management,
				directors and supervisors,
				appointment of auditors
3	20	May	20th meeting of	Provision of guarantees for
			third session	subsidiaries
4	30	May	21st meeting of	Resolution regarding
			third session	non-public issuance of A
				shares, connected
				transactions
5	12	June	22nd meeting of	Connected transactions,
			third session	provision of guarantees for
				subsidiaries
6	20	October	25th meeting of	Connected transactions
			third session
7	18	December	27th meeting of	Resolution regarding use of
			third session	proceeds, provision of
				guarantees for subsidiaries

(IV) On-site Investigations and Surveys

In 2020, by virtue of attending the on-site meeting of the Board and the shareholders' meeting, we meticulously conducted an on-site research on matters including the daily operation, financial condition, internal control, information disclosure of the Company, listened to the reports of relevant departments, raised professional advice and recommendations, promoting the scientificity and objectiveness of the decisions of the Board.

1. Support Provided by the Company

In 2020, the Company actively supported our work, creating necessary conditions for our performance of duties as the independent Directors.

- 21 -

APPENDIX III 2020 DUTY REPORT OF INDEPENDENT DIRECTORS

1. KEY CONCERNS IN THE ANNUAL DUTY PERFORMANCE OF INDEPENDENT DIRECTORS
   In 2020, we paid high attention to the following matters:
2. 1. Connected Transactions

The daily connected transactions were necessary to the production and operation of the Company, their pricing were reasonable and obtained our approval in advance, performed necessary decision-making procedures and in compliance with the principles of fairness, equity, voluntariness and sincerity and without prejudice to the interests of the Company and its shareholders.

1. External Guarantee and Funds Embezzlement

For external guarantee, it was considered and approved at the meeting of the Board and the shareholders' meeting, and fulfilled the obligations of information disclosure. Its internal decision-making procedures were compliance with the laws, regulations, regulatory documents and relevant requirement of the Articles of Association of the Company. There was no provision of guarantees for controlling shareholder, de facto controller and their associates by the Company in existence, and no capitals were embezzled.

(III) Use of Proceeds

The actual use of the proceeds of the Company's non-public issuance of A shares conforms to the plan for the use of proceeds, relevant laws and regulations and the Company's management system for proceeds. There are no circumstances which will change the investment direction of the proceeds and harm the interests of the Company and all Shareholders in a disguised way, and the obligation of information disclosure was fulfilled accordingly.

(IV) Appointment or Replacement of Certified Public Accountants

KPMG Huazhen LLP, as the auditor of the Company for the year of 2020, complied with the Independent Auditing Standards for Chinese Certified Public Accountants, and expressed the independent audit opinions in a due, diligent, objective and fair manner. During the course of auditing of the financial statements, no improprieties of the auditor and its staff were found, and no actions of the Company and the employees which were attempted to affect the independent auditing were found. We all agreed to re-appoint KPMG Huazhen LLP as the auditor of the Company for the year of 2021.

- 22 -

APPENDIX III 2020 DUTY REPORT OF INDEPENDENT DIRECTORS

1. Profit Distribution Policy

In 2020, according to the proposed profit distribution plan of the Company, RMB0.2 in cash was distributed for each share, and no capital reserve will be converted into share capital and no bonus shares will be issued.

We were of the opinion that, the profit distribution plan of the Board of the Company was in compliance with the Company Law, the Securities Law and other laws and regulations, and relevant requirements of the Articles of Association, and without prejudice to the interests of the Company and its shareholders, particularly the minority interests.

(VI) Performance of Commitments by the Company and shareholders.

In 2020, the Company, its controlling shareholder and related parties have well performed their commitments, and no incident of non-compliance with their respective commitments were occurred.

(VII) Implementation of Information Disclosure

In 2020, the Company, in strict compliance with the laws and regulations including the Administrative Procedures on the Information Disclosures of Listed Companies and the Listing Rules, and the requirement of the Information Disclosure Management System, disclosed the information in a true, accurate, complete and timely manner, and there was no false representation or misleading statement or material omissions.

(VIII)Remuneration of the Directors and Senior Management

In 2020, the remuneration, appraisal and incentive mechanisms for the Directors and senior management of the Company were executed according to relevant requirements, and the remuneration payment procedures were in compliance with the requirements of the laws, regulations and the Articles of Association, for which we had no opposed opinions.

(IX) Implementation of Internal Controls

We reviewed the internal control system and its operation of the Company, as well as the Internal Control Evaluation Report of the Board of 2020, and were of the opinion that, the Company has established and effectively implemented the comprehensive internal control system. The internal control evaluation report of the Company truly and objectively reflected the establishment and operation of the internal control system of the Company.

- 23 -

APPENDIX III 2020 DUTY REPORT OF INDEPENDENT DIRECTORS

1. Operation of the Board and Its Special Committees

In 2020, the Strategic Committee, the Audit Committee, the Nomination Committee and the Remuneration and Appraisal Committee under the Board duly and diligently performed their duties in accordance with the requirements of the Company Law, the Securities Law, the Articles of Association, as well as the Rules of Procedure of the Board of Director and the Working Rules for Special Committees of the Board, fully played an important role of the special committee in the Board. The decision-making procedures, the method and content of procedures complied with relevant requirements and were legal and valid.

IV. OVERALL ASSESSMENT AND RECOMMENDATIONS

As independent Directors, we performed our duties as the independent Directors honestly and diligently in accordance with the provisions and requirements of relevant laws and regulations in 2020, played a role of independence, made efforts in promoting the improvement and optimism of the corporate governance structure, protecting the interests of the Company and all shareholders as a whole, particularly the legitimate minority interest.

In 2021, we will continue to perform the duties as independent Directors in the spirit of integrity and diligence, further enhance the communication and cooperation with the Board, the Supervisory Committee and management of the Company, play the role of professionalism and independence, advance the compliance operation and protect the Company's interests.

We hereby submit the report.

- 24 -

APPENDIX IV BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS

Executive Director

Ms. Zhong Xia, aged 52, served as a clerk in the equipment division of the design and research institute of Maanshan Iron & Steel Company (馬鞍山鋼鐵公司) from September 1992 to March 1993, and the manager of the Commerce Department of Shenzhen Dow's Trading Co., Ltd. (深圳道斯貿易有限公司) from March 1993 to March 2000. She successively served as an assistant to general manager of the Investment Department from March 2000 to October 2004, the general manager of the Purchasing Department of the Company from October 2004 to February 2014, and the deputy general manager of the Company from February 2014 to October 2018. Ms. Zhong has served as the deputy Party secretary of the Company since November 2018 and the general manager of the Company since March 2021.

Ms. Zhong graduated from Anhui University of Technology (安徽工業大學) with a Bachelor 's degree in fluid control and hydraulic transmission in July 1992.

Ms. Zhong, being a candidate for Director of the third session of the Board of the Company, will enter into a service contract with the Company to perform her duties as a Director of the third session of the Board of the Company after her nomination is approved at the shareholder 's general meeting of the Company until the expiry of the term of office of the third session of the Board, and shall be eligible for re-election upon the expiry of her term of office. Ms. Zhong will not receive any remuneration or allowance from the Company for serving as a director of the Company but only the corresponding remuneration as the senior management of the Company.

As of the date of this circular, Ms. Zhong has not been penalized by the China Securities Regulatory Commission or other relevant authorities or received any punishment from any stock exchange. Save as disclosed in this announcement, Ms. Zhong confirms that she has not held the position of director in any public company whose securities are listed on any stock market in Hong Kong or overseas in the past three years; she has no relationship with any director, supervisor, senior management, substantial shareholder of the Company or their respective subsidiaries, nor any position in the Company or any of its subsidiaries; she does not own any interest in the shares of the Company or its associated corporations (as defined under Part XV of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong); there is no information that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules; she has no participation in such matter that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules; and there is no other matter that needs to be brought to the attention of the shareholders of the Company.

- 25 -

APPENDIX IV BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS

Non-executive Director

Mr. Zhang Zhenhai, aged 39, worked at the investment banking department of Three Gorges Finance Co., Ltd. (三峽財務有限責任公司) from April 2007 to September 2008; CCRE Group Co., Ltd. (廈門機電集團有限公司) from October 2008 to March 2009; the investment banking department of Three Gorges Finance Co., Ltd. from March 2009 to October 2011 (during which: he was assigned to Minsheng Royal Fund Management Co., Ltd. (民生加銀基金管理有限公司) from January to October 2011); he served as an assistant researcher in the research and development department of Three Gorges Capital Co., Ltd. (三峽資本有限責任公司) from November 2011 to November 2012; a researcher in the investment banking department of Three Gorges Capital Co., Ltd. from November 2012 to May 2013; the deputy manager of the investment banking department of Three Gorges Capital Co., Ltd. from May 2013 to March 2017; and the deputy general manager of the investment business department of Three Gorges Capital Holdings Co., Ltd. (三峽資本控 股有限責任公司) from April 2017 to June 2018; he served as the general manager of the investment business department of Three Gorges Capital Holdings Co., Ltd. from June 2018 to January 2021; he has been a director of Chengdu Xingrong Environmental Co., Ltd. (the A shares of the company are listed, stock code: 000598) since August 2020 and the deputy general manager of Three Gorges Capital Holdings Co., Ltd. since January 2021.

Mr. Zhang graduated from Shanghai University of Finance and Economics with a master 's degree in investment economy in January 2007.

Mr. Zhang, being a candidate for Director of the third session of the Board of the Company, will enter into a service contract with the Company to perform his duties as a Director of the third session of the Board of the Company after his nomination is approved at the shareholder 's general meeting of the Company until the expiry of the term of office of the third session of the Board, and shall be eligible for re-election upon the expiry of his term of office. Mr. Zhang will not receive any remuneration or allowance from the Company for servicing as a director of the Company.

As of the date of this circular, Mr. Zhang has not been penalized by the China Securities Regulatory Commission or other relevant authorities or received any punishment from any stock exchange. Save as disclosed in this announcement, Mr. Zhang confirms that he has not held the position of director in any public company whose securities are listed on any stock market in Hong Kong or overseas in the past three years; he has no relationship with any director, supervisor, senior management, substantial shareholder of the Company or their respective subsidiaries, nor any position in the Company or any of its subsidiaries; he does not own any interest in the shares of the Company or its associated corporations (as defined under Part XV of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong); there is no information that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules; he has no participation in such matter that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules; and there is no other matter that needs to be brought to the attention of the shareholders of the Company.

- 26 -

APPENDIX V BIOGRAPHICAL DETAILS OF PROPOSED SUPERVISOR

Supervisor

Ms. Yu Lijun, Chinese nationality, aged 35, born in October 1985, graduated from Military Economics Institute of Chinese People's Liberation Army (中國人民解放軍軍事經 濟學院) with a bachelor 's degree. From 2008 to 2010, she served as a lawyer assistant in Guangdong Jicheng Law Firm* (廣東濟誠律師事務所); from 2010 to 2014, she served as the head of archives of Yuneng Industry (Group) Company Limited* (渝能產業(集團)有限公司 ); from 2015 to 2016, she served as the head of archives of Shenzhen Ainengsen Technology Co., Ltd.* (深圳市愛能森科技有限公司); and since 2017, she has been the head of archives of the Company.

Ms. Yu, being a candidate for Supervisor of the third session of the Supervisory Committee of the Company, will enter into a service contract with the Company to perform her duties as a Supervisor of the third session of the Supervisory Committee of the Company after her nomination is approved at the shareholder 's general meeting of the Company until the expiry of the term of office of the third session of the Supervisory Committee, and shall be eligible for re-election upon the expiry of her term of office. Ms. Yu will not receive any remuneration or allowance from the Company for servicing as a supervisor of the Company.

As of the date of this circular, Ms. Yu has not been penalized by the China Securities Regulatory Commission or other relevant authorities or received any punishment from any stock exchange. Save as disclosed in this announcement, Ms. Yu confirms that she has not held the position of director in any public company whose securities are listed on any stock market in Hong Kong or overseas in the past three years; she has no relationship with any director, supervisor, senior management, substantial shareholder of the Company or their respective subsidiaries, nor any position in the Company or any of its subsidiaries; she does not own any interest in the shares of the Company or its associated corporations (as defined under Part XV of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong); there is no information that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules; she has no participation in such matter that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules; and there is no other matter that needs to be brought to the attention of the shareholders of the Company.

- 27 -

APPENDIX VI	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
	AND THE RULES OF PROCEDURES FOR BOARD MEETING

1. THE ARTICLES OF ASSOCIATION

Existing Articles				Amended Articles
Article 2 The Company is a joint stock	Article 2 The Company is a joint stock
limited company duly incorporated in	limited company duly incorporated in
accordance with the Company Law, and	accordance with the Company Law, and
other relevant laws, administrative	other relevant laws, administrative
regulations and regulatory documents.		regulations and regulatory documents.
According	to	the	Approval	on	According	to	the	Approval	on
State-Owned Equity Management Issues	State-Owned Equity Management Issues
Related to Dynagreen Environmental	Related to Dynagreen Environmental
Protection Group Co., Ltd. (Preparing)	Protection Group Co., Ltd. (Preparing)
(Jing Guo Zi Chan Quan [2011] No.227),	(Jing Guo Zi Chan Quan [2011] No.227),
issued by State-owned Assets Supervision	issued by State-owned Assets Supervision
and Administration Commission	of	and Administration Commission	of
Beijing on 15 December 2011, and the	Beijing on 15 December 2011, and the
Approval on the Consent for Dynagreen	Approval on the Consent for Dynagreen
Environmental Protection Group Co., Ltd.	Environmental Protection Group Co., Ltd.
to Change into a Foreign Invested Joint	to Change into a Foreign Invested Joint
Stock Company (SZSITIC Zi Zi [2012]	Stock Company (SZSITIC Zi Zi [2012]
No.0051), issued by the Shenzhen Science,	No.0051), issued by the Shenzhen Science,
Industry,	Trade	and	Information	Industry,	Trade	and	Information
Commission on 10 January 2012, the	Commission on 10 January 2012, the
Company was established by way of	Company was established by way of
promotion, with all shareholders of the	promotion, with all shareholders of the
original	Shenzhen	Dynagreen	original	Shenzhen	Dynagreen
Environmental Engineering Co., Ltd. as	Environmental Engineering Co., Ltd. as
the promoters, through the overall	the promoters, through the overall
conversion of all audited book net assets	conversion of all audited book net assets
of Shenzhen Dynagreen Environmental	of Shenzhen Dynagreen Environmental
Engineering Co., Ltd. as at 31 May 2011	Engineering Co., Ltd. as at 31 May 2011
into the shares of the Company, and was	into the shares of the Company, and was
registered with the Market Supervision	registered with the Market Supervision
Administration of Shenzhen Municipality	Administration of Shenzhen Municipality
and obtained its Enterprise Legal Person	and obtained its Enterprise Legal Person
Business License	(registration number	Business License	(registration number
440301501133392) on 23 April 2012.		440301501133392) on 23 April 2012.

- 28 -

APPENDIX VI	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
	AND THE RULES OF PROCEDURES FOR BOARD MEETING

The promoters of the Company are:

1. Beijing State-Owned Assets Management Co., Ltd., a company incorporated and existing under the laws of the PRC, address: 16/F, Tower B, Fu Kai Building (富凱大廈), 19 Finance Street, Xicheng District, Beijing, telephone: [phone], legal representative: Li Aiqing (李愛 慶), nationality: Chinese, position: Chairman.
2. Beijing State-Owned Assets Management (Hong Kong) Company Limited, a company incorporated and existing under the laws of the HKSAR of the PRC, address: 1/F, Siu Ping Commercial

Building, 104 Jervois Street, Sheung Wan, Hong Kong, telephone:

00852-28508228, representative: Guo Yanbin, nationality: Chinese, position: Chairman.

3. Anhui Jianghuai Growth Investment Fund Centre (Limited Partnership), a limited partnership established and existing under the laws of the PRC, address: Room 1303, Investment Building, 1757 Tu Shandong Street, Bengbu City, Anhui Province (安徽省蚌埠市塗山東 路1757號投資大廈1303室), telephone:

0552-3183836, managing partner: Anhui Botao Chuangtou Fund Management Company Limited (authorized representative: LIU Shuguang, nationality: Chinese).

The promoters of the Company are:

1. Beijing State-Owned Assets Management Co., Ltd.;
2. Beijing State-Owned Assets Management (Hong Kong) Company Limited;
3. Anhui Jianghuai Growth Investment Fund Centre (Limited Partnership);
4. Poly Longma Hongli Equity Investment Fund (Tianjin) Limited Partnership (Limited Partnership);
5. Beijing Venture Capital Co., Ltd.;
6. Shenzhen Jingxiu Investment Partnership (Limited Partnership).

- 29 -

APPENDIX VI	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
	AND THE RULES OF PROCEDURES FOR BOARD MEETING

1. Poly Longma Hongli Equity Investment Fund (Tianjin) Limited Partnership (Limited Partnership), a limited partnership established and existing under the laws of the PRC, address: Room Q303, 3/F, 6 Binghai Finance Street, 52 Xin Cheng West, Development Zone, Tianjin (天津開發區新城西路52號濱海 金融街6號樓三層Q303室), telephone:
   010-85655818, managing partner: Poly Longma Asset Management Co., Ltd. (authorized representative: Chen Lin (陳林), nationality: Chinese).
2. Beijing Venture Capital Co., Ltd., a company incorporated and existing under the laws of the PRC, address: 10/F, Haidian Science Building, 3 Zhongkwancun South Street, Haidian District, Beijing, telephone:
   010-68943739, legal representative: Xu Zhe (徐哲), nationality: Chinese, position: Chairman.
3. Shenzhen Jingxiu Investment Partnership (Limited Partnership), a limited partnership established and existing under the laws of the PRC, address: Room 704H, Haosheng Commercial Centre, Dongbin Road, Nanshan District, Shenzhen, telephone: [phone], managing partner: Qiao Dewei, nationality: Chinese.

- 30 -

APPENDIX VI	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
	AND THE RULES OF PROCEDURES FOR BOARD MEETING
Article 3 The Company was approved	Article 3 The Company was approved
by the China Securities Regulatory	by the China Securities Regulatory
Commission (hereinafter referred to as the	Commission (hereinafter referred to as the
"CSRC") on 13 May 2014 to initially issue	"CSRC") on 13 May 2014 to initially issue
345,000,000 overseas listed foreign shares	345,000,000 overseas listed foreign shares
to the public, and was listed on The Stock	to the public, and was listed on The Stock
Exchange of Hong Kong Limited	Exchange of Hong Kong Limited
(hereinafter referred to as the "Hong	(hereinafter referred to as the "Hong
Kong Stock Exchange") on 19 June 2014.	Kong Stock Exchange") on 19 June 2014.
The Company was approved by the CSRC	The Company was approved by the CSRC
on 23 April 2018 to initially issue	on 23 April 2018 to initially issue
116,200,000 RMB ordinary shares to the	116,200,000 RMB ordinary shares to the
public, and was listed on the Shanghai	public, and was listed on the Shanghai
Stock Exchange on 11 June 2018.	Stock Exchange on 11 June 2018.
		The Company was approved by the
		CSRC on 9 October 2020 to issue
		232,240,000 A Shares through non-public
		issuance, and was listed on the Shanghai
		Stock Exchange on 9 December 2020.
Article 26 The registered capital of the	Article 26 The registered capital of the
Company is RMB1,045,000,000 at present.	Company is RMB1,393,440,000.
Upon completion of the issue of A shares,
the registered capital of the Company
shall be RMB1,161,200,000. The Company
shall register with the Market Supervision
Administration of Shenzhen Municipality
for the relevant changes in its registered
capital in accordance with the actual
number of shares issued and file the same
with the securities regulatory authorities
of the State Council for record.

- 31 -

APPENDIX VI	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
	AND THE RULES OF PROCEDURES FOR BOARD MEETING

1. RULES OF PROCEDURES FOR BOARD MEETING

Existing Articles		Amended Articles
CHAPTER II OFFICE OF THE BOARD		CHAPTER II	THE SECRETARY TO
		THE BOARD ANDOFFICE OF THE
		BOARD
None		Article 2 The Company shall have a
		secretary to the Board. The appointment
		and responsibilities of the secretary to
		the Board shall be carried out in
		accordance with relevant laws and
		regulations, the Articles of Association
		and the Detailed Working Rules of the
		Secretary to the Board.
CHAPTER III POWERS OFTHE		CHAPTER III	THE BOARD
BOARD
None		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.
None		Article 5 The Board shall establish four
		special committees, namely the Audit
		Committee,	Remuneration	and
		Appraisal Committee, Nomination
		Committee and Strategic Committee, to
		advise the Board on major decisions. The
		composition and responsibilities of each
		special committee shall be carried out in
		accordance with their respective detailed
		working rules.

- 32 -

APPENDIX VI	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
	AND THE RULES OF PROCEDURES FOR BOARD MEETING

Article 3 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;
2. to implement resolutions of the general meetings;
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;
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;
7. to formulate plans for mergers, divisions, dissolution and alteration of corporate form of the Company;
8. to formulate plans for the Company's substantial acquisitions or repurchase of shares of the Company;

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;
2. to implement resolutions of the general meetings;
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;
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;
7. to formulate plans for mergers, divisions, dissolution and alteration of corporate form of the Company;
8. to formulate plans for the Company's substantial acquisitions or repurchase of shares of the Company;

- 33 -

APPENDIX VI	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
	AND THE RULES OF PROCEDURES FOR BOARD MEETING

1. 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;
2. to decide on establishment of internal management organizations of the Company;
3. to determine the setup of the specialized committees under the Board, appoint or dismiss the chairmen of such committees (the conveners);
4. to appoint or dismiss the general manager, the secretary to the Board and the secretary to the Company; 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, and to decide on their remunerations;
5. to formulate the basic management system of the Company;
6. to formulate proposals to amend the Articles of Association;
7. to formulate the stock incentive plan of the Company;
8. to manage information disclosure of the Company;

1. 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;
2. to decide on establishment of internal management organizations of the Company;
3. to determine the setup of the specialized committees under the Board, appoint or dismiss the chairmen of such committees (the conveners);
4. to appoint or dismiss the general manager, the secretary to the Board and the secretary to the Company; 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, and to decide on their remunerations;
5. to formulate the basic management system of the Company;
6. to formulate proposals to amend the Articles of Association;
7. to formulate the stock incentive plan of the Company;
8. to manage information disclosure of the Company;

- 34 -

APPENDIX VI	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
	AND THE RULES OF PROCEDURES FOR BOARD MEETING

1. to propose to the general meeting on the appointment or replacement of the accounting firms which provide audit services to the Company;
2. to listen to work reports of the general manager and review his/her work;
3. to review and approve provision of external guarantees by the Company, other than the guarantees which are subject to review and consideration at a general meeting in accordance with Article 68 of the Articles of Association;
4. other powers authorized by the laws, administrative regulations, and departmental rules, listing rules of the place where the Company's shares are listed, the Articles of Association and the general meetings. If any matter of authority to be exercised by the Board 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.

1. to propose to the general meeting on the appointment or replacement of the accounting firms which provide audit services to the Company;
2. to listen to work reports of the general manager and review his/her work;
3. to review and approve provision of external guarantees by the Company, other than the guarantees which are subject to review and consideration at a general meeting in accordance with Article 68 of the Articles of Association;
4. other powers authorized by the laws, administrative regulations, and departmental rules, listing rules of the place where the Company's shares are listed, the Articles of Association and the general meetings.
5. to consider matters that are required to be considered by the Board as set out in the internal management systems of the
   Company, including the decision-makingsystem for the"three major and one significant".

If any matter of authority to be exercised by the Board 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.

- 35 -

APPENDIX VI	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
	AND THE RULES OF PROCEDURES FOR BOARD MEETING
			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.
			The office of the Board shall formulate a
			list of decision-making matters of the
			Board in accordance with the provisions
			of the Articles of Association, the
			decision-making system for "three major
			and one significant", these Rules and
			other	relevant	regulations, and
			promulgate and implement the same.
Article 12 Except for the consideration		Article 15 Except for the consideration
on the connected transactions by the		on the connected transactions by the
Board as set out in Article 149of the		Board as set out in Article 153of the
Articles of Association and Article 21		Articles of Association and Article 24
hereof, the quorum of a Board meeting		hereof, the quorum of a Board meeting
shall be more than one half of the		shall be more than one half of the
directors.			directors.
Supervisors may be in attendance at a		Supervisors may be in attendance at a
Board meeting. Directors and the		Board meeting. Directors and the
secretary to the Board not being a director		secretary to the Board not being a director
shall be in attendance at the meetings of		shall be in attendance at the meetings of
the Board. The chairman presiding over		the Board. The chairman presiding over
the meeting may notify other relevant		the meeting may notify other relevant
persons to be in attendance at the		persons to be in attendance at the
meetings of the Board if he thinks		meetings of the Board if he thinks
necessary.			necessary.
			When the Board considers matters
			involving legal issues, the general
			counsel or the person in charge of the
			legal department shall attend the Board
			meeting in accordance with the relevant
			provisions, and independently express
			legal opinions or issue written legal
			opinions.

- 36 -

APPENDIX VI	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
	AND THE RULES OF PROCEDURES FOR BOARD MEETING

Article 15 The Board meeting shall be convened on site in principle. If necessary,

the meeting may be conducted by way of conference call or other similar communication facilities (including but not limited to voting by trans-functional signature, video, fax or vote through email, etc.). As long as the directors present in the meeting can hear clearly the conversation of the other directors or can communicate instantly, all directors participated should be treated as present in the meeting. The Board meeting may also be held in the form of a combination of on-site meeting and other forms.

Where the meeting is convened in an offsite manner, the number of the participating directors shall be counted based on the directors present in the video and expressing opinions in the conference call, the actual receipt of documents with trans-functional signature within the prescribed period, the valid votes delivered via fax or email, or the written confirmation letters submitted by the directors afterwards to confirm their attendance of the meeting.

The whole process of the Board meeting convened on site or off-site shall be recorded if necessary.

Article 18 The Board meeting shall be convened on site in principle. If necessary,

the Board meeting, on the condition that the directors can fully express their opinions, can be convened through video, telephone, fax, email and written resolutions, etc. upon the consent of the convener (moderator) and the proposer(s) of the meeting. In addition, the on-site mode and other modes can be concurrently adopted for the convocation of the Board meeting. In principle, the Board meetings shall be held in the form of on-site meetings or a combination of onsite meetings and video or telephone for the consideration of significant matters.

Where the meeting is convened in an offsite manner, the number of the participating directors shall be counted based on the directors present in the video and expressing opinions in the conference call, the actual receipt of documents with trans-functional signature within the prescribed period, the valid votes delivered via fax or email, or the written confirmation letters submitted by the directors afterwards to confirm their attendance of the meeting.

The whole process of the Board meeting convened on site or off-site shall be recorded if necessary.

- 37 -

APPENDIX VI	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
	AND THE RULES OF PROCEDURES FOR BOARD MEETING
None		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. The delegation
		of the authority of decision-making
		matters shall be carried out by way of
		resolution of the Board according to law.
		The delegation period for specific types
		of matters shall not exceed the term of
		the Board; the delegation of specific
		decision-making matters shall be
		granted on a case-by-case basis, and
		shall not be in general or long-term
		delegation.
None		Article 37 "More than" as referred to in
		the Rules are inclusive of the stated
		figures.
Article 33 The Board shall formulate	Article 38 The Board shall formulate
these Rules, which shall be appended to	these Rules, which shall be appended to
the Articles of Association and, after	the Articles of Association and, effective
approved at a general meeting, effective	after approved at a general meeting. Any
from the date on which RMB ordinary	amendment hereto shall be proposed by
shares (A shares) of the Company are	the Board and approved at a general
listed and commence trading. Any	meeting before taking effect.
amendment hereto shall be proposed by
the Board and approved at a general
meeting before taking effect.

The numbering of other chapters and articles shall be adjusted accordingly.

- 38 -