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

綠 色 動 力 環 保 集 團 股 份 有 限 公 司

Dynagreen Environmental Protection Group Co., Ltd.*

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

Stock Code: 1330

NOTICE OF H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the class meeting of H shareholders (the "H Share Class Meeting") of Dynagreen Environmental Protection Group Co., Ltd.* (the "Company") will be held at 3/F., Complex of Beijing Dynagreen Environment Co., Ltd.* (北京綠色動力環保 有限公司), Cailin Road, Yujiawu Township, Tongzhou District, Beijing, the PRC on Friday, 20 December 2019 immediately following the conclusion of the extraordinary general meeting and the class meeting of A shareholders of the Company to be convened and held on the same date and at the same place for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions.

Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the announcement of the Company dated 30 October 2019 on the proposed non-public issuance of A shares by the Company (the "Announcement").

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SPECIAL RESOLUTIONS

  1. To consider and approve each of the following proposals concerning the Proposed Non- public Issuance of A Shares, details of which are set out in the Announcement:
    1. class and par value of shares to be issued;
    2. method and time of issuance;
    3. target subscribers and the subscription method;
    4. Pricing Benchmark Date and issue price;
    5. number of A Shares to be issued;
    6. amount and use of proceeds;
    7. lock-upperiod;
    8. place of listing of the A Shares to be issued;
    9. arrangement of accrued undistributed profit of the Company prior to the proposed non-public issuance of A Shares; and
    10. validity period of resolution.
  2. To consider and approve the "Proposal in respect of the Proposed Non-public Issuance of A Shares", details of which are set out in the overseas regulatory announcement of the Company dated 30 October 2019.
  3. To consider and approve the connected transaction with BSAM and the execution of the BSAM Subscription Agreement.
  4. To consider and approve the Specific Mandate, details of which are set out in the Announcement:
    "THAT the Board be and is hereby granted a specific mandate to issue not more than 232,240,000 A Shares at an issue price of not less than the Benchmark Price (subject to adjustments) to not more than 10 specific target subscribers, including BSAM, under the Proposed Non-public Issuance of A Shares (including the issue of such number of A Shares to BSAM pursuant to the BSAM Subscription Agreement)".

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ORDINARY RESOLUTION

5. To consider and approve the authorisation to the Board to handle relevant matters in connection with the Proposed Non-public Issuance of A Shares.

By Order of the Board

Dynagreen Environmental Protection Group Co., Ltd.

Zhi Jun

Chairman

Beijing, the PRC

4 November 2019

Notes:

  1. Shareholders' circular
    A circular containing the details in relation to the aforesaid resolutions will be despatched to the Shareholders as soon as practicable.
  2. Eligibility for attending the H Share Class Meeting and date of registration of holders for H Shares
    For the purpose of ascertaining shareholders who are entitled to attend and vote at the H Share Class Meeting, the register of members of H Shares of the Company will be closed from Wednesday, 20 November 2019 to Friday, 20 December 2019, both days inclusive, during which period no transfer of Shares will be effected. Holders of H Shares should who wish to attend the H Share Class Meeting shall lodge their transfer documents, accompanied by the relevant share certificates, with the Company's H Share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, before 4:30 p.m. on Tuesday, 19 November 2019 for registration.
  3. Proxy
    1. A member eligible to attend and vote at the H Share Class Meeting may appoint one or more proxies in writing to attend and vote on his behalf. A proxy need not be a shareholder of the Company.
    2. The instrument appointing a proxy must be in writing signed by the appointor or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign or other document of authorisation must be notarised.
    3. To be valid, the completed form of proxy and notarised power of attorney must be delivered to place of business of the Company or the Company's H Share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 24 hours before the time designated for holding the H Share Class Meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting at the H Share Class Meeting if you so wish.
    4. A shareholder or his proxy may exercise the right to vote by poll.

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  1. Registration procedures for attending the H Share Class Meeting
    1. A shareholder or his proxy shall produce proof of identity when attending the H Share Class Meeting. If a shareholder is a legal person, its legal representative or other person authorised by the board of directors or other governing body of such shareholder may attend the H Share Class Meeting by providing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.
    2. Shareholders intending to attend the H Share Class Meeting shall lodge the reply slip and the related documents indicating their intention to attend the H Share Class Meeting with the Company on or before Friday, 29 November 2019.
    3. Shareholders may lodge the reply slip with the Company in person, by post, or by fax to the Company or the Company's H Share registrar.
  2. Miscellaneous
    1. The H Share Class Meeting will not last for more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
    2. The address of the Company's H Share registrar, Tricor Investor Services Limited, is: Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong
    3. The registered office of the Company:
      2nd Floor, Jiuzhou Electronic Building, 007 Keji South 12th Street, Nanshan District, Shenzhen, The People's Republic of China
      Post Code: 518057
      Telephone No.: (+86) 755 3363 1256
      Fax No.: (+86) 755 3363 1220

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

  • For identification purposes only

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Dynagreen Environmental Protection Group Co. Ltd. published this content on 04 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 November 2019 09:24:14 UTC