Dynagreen Environmental Protection Group Co., Ltd. (Dynagreen) has released an updated and consolidated Articles of Association, effective upon completion of the company’s restricted A-share repurchase and cancellation on 10 June 2026. Key points follow:
Corporate Profile & Capital • Registered capital is confirmed at RMB 1.43 billion, divided into 1,430.40 million ordinary shares. • Current share structure: 1.03 billion domestically listed A-shares and 404.36 million H-shares. • Each share has a par value of RMB 1.00; the company’s shares may be transferred without lien, subject to PRC law and listing-rule constraints. • Treasury shares carry no voting rights and are excluded from total voting calculations.
Board Composition & Committees • The board comprises seven to nine directors, including at least three independent non-executive directors; at least one independent director must reside in Hong Kong. • Directors serve three-year terms and may be re-elected. • The board has established an Audit & Risk Management Committee (minimum three non-executive members, majority independent), a Remuneration & Appraisal Committee and a Nomination Committee. • The chairman presides over both shareholder and board meetings; a vice-chairman (if appointed) or an elected director acts in the chairman’s absence. • A Party Committee—led by a secretary and a deputy secretary—guides strategic direction and major decisions in accordance with CPC requirements.
Senior Management • The management team is headed by a general manager (three-year term, renewable). • Other key executives include deputy general managers, a financial controller, a chief engineer and a general legal counsel. • The company secretary (Hong Kong Listing Rules compliant) and a board secretary are designated to ensure governance, disclosure and investor communication.
Shareholder Rights & Meetings • Shareholders individually or jointly holding at least 10 % of voting shares can requisition extraordinary general meetings. • One share equals one vote; related shareholders must abstain from voting on connected transactions. • Proposals for director elections use cumulative voting when a single shareholder (and parties acting in concert) holds more than 30 % of shares.
Profit Distribution Framework • Cash dividends are prioritised; no scrip dividend will be declared without a cash distribution for the same period. • Payout floor: at least 10 % of annual distributable profit; cumulative cash dividends in any three-year period must reach a minimum of 30 % of average distributable profit. • When at a mature stage without major capex, cash dividends should represent ≥ 80 % of distributed profit; if major capex exists, the floor is 40 %. • Interim dividends are permitted subject to profitability and liquidity. Distribution must be completed within two months of shareholder approval.
Audit & Internal Control • An independent PRC-qualified accounting firm is appointed annually by shareholders to audit financial statements. • An internal audit unit, overseen by the Audit & Risk Management Committee, monitors risk management, internal controls and financial reporting. • The company may arrange liability insurance for directors and senior management.
Share Buy-backs & Capital Changes • Dynagreen may repurchase shares for purposes such as capital reduction, employee incentives or safeguarding corporate value. Aggregate treasury shares from such activities are capped at 10 % of issued capital and must be transferred or cancelled within three years. • Capital reductions, mergers or divisions require shareholder approval and creditor notification in line with PRC Company Law.
Dispute Resolution • Disputes involving holders of H-shares, the company, directors or senior management will be submitted to arbitration at either the China International Economic and Trade Arbitration Commission or the Hong Kong International Arbitration Centre; awards are final and binding.
The revised Articles codify Dynagreen’s governance framework, align compliance with PRC law and Hong Kong listing rules, and reaffirm commitments to transparent dividend distributions and shareholder protections.