Dynagreen Environmental Prtctn Gp : CONNECTED TRANSACTIONS

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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)

CONNECTED TRANSACTIONS

On 20 November 2017, Beijing Dynagreen, a subsidiary of the Company, entered into the Design Agreement and the Promotional Video Agreement with Beijing CDT, pursuant to which Beijing CDT agreed to provide certain products and services to Beijing Dynagreen.

Beijing BeiAo is a wholly-owned subsidiary of BSAM (a Controlling Shareholder) and Beijing CDT is a direct subsidiary of Beijing BeiAo. Therefore, Beijing BeiAo and Beijing CDT are connected persons of the Company and the transactions contemplated under the Agreements constituted connected transactions of the Company pursuant to the Listing Rules.

Reference is made to the Announcement in relation to the Previous Connected Transactions. The Previous Connected Transactions were entered into between Huizhou Dynagreen and Shenzhen CDT. Shenzhen CDT is an indirect subsidiary of Beijing BeiAo. As such, the Previous Connected Transactions, the Design Agreement and the Promotional Video Agreement shall be aggregated pursuant to Rule 14A.81 of the Listing Rules.

As the applicable percentage ratios on an aggregated basis under Rule 14A.81 of the Listing Rules are more than 0.1% but less than 5%, the transactions contemplated under the Previous Connected Transactions and the Agreements are subject to the reporting and announcement requirements but exempt from the Independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

INTRODUCTION

On 20 November 2017, Beijing Dynagreen, a subsidiary of the Company, entered into the Design Agreement and the Promotional Video Agreement with Beijing CDT, pursuant to which Beijing CDT agreed to provide certain products and services to Beijing Dynagreen.

Beijing BeiAo is a wholly-owned subsidiary of BSAM (a Controlling Shareholder) and Beijing CDT is a direct subsidiary of Beijing BeiAo. Therefore, Beijing BeiAo and Beijing CDT are connected persons of the Company and the transactions contemplated under the Agreements constituted connected transactions of the Company pursuant to the Listing Rules.

THE AGREEMENTS

Details of each of the Agreements are set out as below:

1. Design Agreement

   Date of agreement : 20 November 2017

   Parties : (1) Beijing Dynagreen; and

   (2) Beijing CDT

   Subject : Beijing CDT has agreed to design an exhibition hall and chimney observation deck for the Beijing Tongzhou District Renewable Energy Power Plant. Beijing CDT has agreed to deliver its services to Beijing Dynagreen in four stages: the concept design stage, the proposal design stage, the implementation design stage, and the design service stage.

   Project duration : Within 25 days from the date of receipt of Beijing Dynagreen's prepayment and confirmation of design specifications and production materials

   Consideration : RMB450,000.00

   The consideration was determined through bidding for the types of content required for the project, having considered the average fees charged by Independent Third Parties for provision of similar services.

   Payment terms : Beijing Dynagreen shall pay 50% of the total consideration upon entry into the Design Agreement, 25% of the total consideration within seven business days upon its satisfaction of the results under the proposal design stage, 20% of the total consideration within seven business days upon its satisfaction of the results under the implementation design stage, and the remaining 5% of the total consideration upon completion of Beijing CDT's obligations under the design service stage.

2. Promotional Video Agreement

Date of agreement : 20 November 2017

Parties : (1) Beijing Dynagreen; and

(2) Beijing CDT

Subject : Beijing CDT has agreed to produce a promotional video of the Group. Project duration : 45 days from the date of agreement

Consideration : RMB330,000.00

The consideration was arrived at after arm's length negotiation and based on the types of content required for the project, having considered the average fees charged by Independent Third Parties for provision of similar services.

Payment terms : Beijing Dynagreen shall pay Beijing CDT 50% of the total consideration upon entry into the Promotional Video Agreement, 40% of the total consideration upon its confirmation of the preview of the video, and the remaining 10% of the total consideration upon its inspection and acceptance of the video.

REASONS FOR AND BENEFITS OF ENTERING INTO THE AGREEMENTS

The transactions contemplated under the Agreements help to upgrade the image of the Tongzhou Project, showcase the Company's design concept and standard of project construction, and promote sustainable development of the Company's waste-to-energy power generation business.

The Directors (including the independent non-executive Directors) are of the view that each of the Agreements was entered into (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms or better after arm's length negotiation; and (iii) on terms that are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

Mr. Zhi Jun, Mr. Guo Yitao and Mr. Feng Changzheng, non-executive Directors of the Company are employees of BSAM or entities under the BSAM group. Accordingly, Mr. Zhi Jun, Mr. Guo Yitao and Mr. Feng Changzheng had abstained from voting on the Board resolutions approving the Agreements. Save as disclosed above, none of the Directors has any material interest in the Agreements.

INFORMATION ON THE PARTIES

Beijing Dynagreen

Beijing Dynagreen is a company incorporated in the PRC on 21 February 2014 with limited liability, which is principally engaged in the design, construction, operation and management of waste-to-energy power plant.

Beijing BeiAo

Beijing BeiAo is principally engaged in businesses including commercial performances and agency; design, production, agency and broadcasting of domestic and international advertisements; production of stage props; operation of sports events; and operation of sports complexes (exclusive of pool complexes).

Beijing CDT

Beijing CDT is a direct subsidiary of Beijing BeiAo and is principally engaged in digital image design, decoration design and construction, visual arts and design, and exhibition organisation and design.

LISTING RULES IMPLICATIONS

Beijing BeiAo is a wholly-owned subsidiary of BSAM (a Controlling Shareholder) and Beijing CDT is a direct subsidiary of Beijing BeiAo. Therefore, Beijing BeiAo and Beijing CDT are connected persons of the Company and the transactions contemplated under the Agreements constituted connected transactions of the Company pursuant to the Listing Rules.

Reference is made to the Announcement in relation to the Previous Connected Transactions. The Previous Connected Transactions were entered into between Huizhou Dynagreen and Shenzhen CDT. Shenzhen CDT is an indirect subsidiary of Beijing BeiAo. As such, the Previous Connected Transactions, the Design Agreement and the Promotional Video Agreement shall be aggregated pursuant to Rule 14A.81 of the Listing Rules.

As the applicable percentage ratios on an aggregated basis under Rule 14A.81 of the Listing Rules are more than 0.1% but less than 5%, the transactions contemplated under the Previous Connected Transactions and the Agreements are subject to the reporting and announcement requirements but exempt from the Independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.