Dynagreen Environmental Protection : Rules of Procedures for Board Meeting

Rules of Procedures for Board Meeting of

Dynagreen Environmental Protection Group Co., Ltd.*

(As approved at the 1st extraordinary general meeting of the Company in 2016 held on 18 April 2016, and as revised at the annual general meeting of the Company in 2020 held on 14 May 2021)

• This document is originally prepared in Chinese and this English version is not formally adopted in the shareholders' general meeting of the Company and is for reference only. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.

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CHAPTER I GENERAL PROVISIONS

Article 1 In order to ensure the standardized operation of Dynagreen Environmental Protection Group Co., Ltd. (hereinafter referred to as the ''Company'') and enhance the efficiency and scientificity of the decision-making of the board of directors (hereinafter referred to as the ''Board'') in order to protect the interest of the Company and legitimate interest of shareholders, these rules of procedures for Board Meeting (the ''Rules'') are hereby formulated in accordance with the Company Law of the People's Republic of China, the Mandatory Provisions for the Articles of Association of Companies to be Listed Outside the PRC, the Guidelines for Articles of Association of Chinese Listed Companies and other laws and regulations as well as the Articles of Association of Dynagreen Environmental Protection Group Co., Ltd. (hereinafter referred to as the ''Articles of Association'') and listing rules prevailing in places where shares of the Company are listed.

CHAPTER II THE SECRETARY TO THE BOARD AND OFFICE OF THE BOARD

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.

Article 3 The office of the Board shall be set up under the Board for handling day-to-day affairs of the Board.

The secretary to the Board shall also serve as the person in charge of the office of the Board responsible for keeping the seals of the Board and its office.

CHAPTER III THE BOARD

Article 4 The Company shall set up the Board which shall comprise nine directors, including three independent directors. The Board shall have one chairman. The specific rights and obligations of directors shall be governed by relevant laws and regulations and the Articles of Association.

Article 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.

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;

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1. to decide on the Company's business plans and investment schemes;
2. to formulate the annual financial budgets and final accounts of the Company;
3. to formulate the Company's profit distribution plans and plans on making up losses;
4. to formulate proposal for the Company to increase or decrease of its registered capital, issue debentures or other securities and listing thereof;
5. to formulate plans for mergers, divisions, dissolution and alteration of corporate form of the Company;
6. to formulate plans for the Company's substantial acquisitions or repurchase of shares of the Company;
7. 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;
8. to decide on establishment of internal management organizations of the Company;
9. to determine the setup of the specialized committees under the Board, appoint or dismiss the chairmen of such committees (the conveners);
10. 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;
11. to formulate the basic management system of the Company;
12. to formulate proposals to amend the Articles of Association;
13. to formulate the stock incentive plan of the Company;
14. to manage information disclosure of the Company;
15. to propose to the general meeting on the appointment or replacement of the accounting firms which provide audit services to the Company;
16. to listen to work reports of the general manager and review his/her work;
17. to review and approve provision of external guarantees by the Company, other than the

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guarantees which are subject to review and consideration at a general meeting in accordance with Article 68 of the Articles of Association;

1. 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;
2. 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-making system 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.

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.

CHAPTER IV MEETINGS OF THE BOARD

Article 7 The Board meetings include regular meetings and extraordinary meetings.

Article 8 Regular meetings of the Board shall be held at least twice a year. The meeting shall be convened by the chairman of the Board.

Article 9 The chairman, any shareholder holding at least one tenth voting rights, at least one third of the directors, or the supervisory committee or the general manager may propose the holding of an extraordinary meeting of the Board. The chairman shall convene and preside over the extraordinary meeting of the Board within 10 days upon receipt of the proposal.

Where an extraordinary meeting of the Board is held according to the preceding paragraph, a written proposal signed or sealed by the proposer shall be submitted to the Board office for it to forward to the Board office or to the chairman direct. Such proposal shall specify:

(1) the name of the proposer;

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1. the reason for proposing to convene the meeting or objective facts based on which the proposer proposes convening the meeting;
2. the time or time limit, venue and form of the meeting proposed to be held;
3. well-definedand specific proposals; and
4. contact information of the proposer and the date of the proposal.

The proposal shall cover only matters falling within the scope of the functions and powers of the Board set forth in the Articles of Association, and all materials related with such proposal shall be submitted together.

The Board office shall submit the written proposal and related materials to the chairman upon receipt. The chairman may request the proposer to modify or supplement the proposal if he thinks that the proposal is not sufficiently clear or specific or the supporting materials provided not adequate.

CHAPTER V PROCEDURES OF BOARD MEETINGS

Article 10 The Board meeting shall be convened and presided over by the chairman of the Board. Where the chairman of the Board is unable to discharge the duty or will not discharge his duty, the duty shall be discharged by the vice chairman of the Board (Provisions herein in relation to a vice chairman are applicable only when the Company has a vice chairman; the same herein after), or if there are two or more vice chairmen, by the one elected by at least half of the directors. Where no vice chairman is appointed or the vice chairman of the Board is unable to discharge the duty or will not discharge the duty, the meeting shall be presided over and chaired by a director elected by at least half of the directors.

Article 11 The Board office shall deliver a notice and relevant documents to each director, supervisor, the general manager (if not a director) and the secretary to the Board fourteen (14) days in advance when convening a regular meeting of the Board and five (5) days in advance when convening an extraordinary meeting thereof. If a notice is not delivered by hand, a phone call shall be made for confirmation and corresponding record shall be kept.

Where there is an urgent matter, the extraordinary Board meeting may be held upon approval by the chairman, which is not subject to the requirement of meeting notice as set out in the paragraph 1 of this Article, provided that a proper notice shall be given to the directors, supervisors and the general manager.

Article 12 Notice convening a Board meeting may be served through the following means:

(1) delivery by hand;

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