Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2014

Commission File Number: 001-34866

 

 

CHINA MING YANG WIND POWER GROUP LIMITED

 

 

Jianye Road, Mingyang Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong 528437

People’s Republic of China

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F   x            Form 40-F   ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):            

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):            

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   ¨            No   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

 

 

 


Table of Contents

TABLE OF CONTENTS

Exhibit 99.1 – Press release dated November 24, 2014

Exhibit 99.2 – Press release dated November 25, 2014

 

2


Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CHINA MING YANG WIND POWER GROUP LIMITED
By:  

/s/ Chuanwei Zhang

Name:   Chuanwei Zhang
Title:  

Chairman of the Board of Directors,

Chief Executive Officer

Date: December 1, 2014

 

3



Exhibit 99.1

MY Reports Third Quarter Unaudited Results, Signed Order Backlog Reaches 3.7GW

ZHONGSHAN, China, November 24, 2014 — China Ming Yang Wind Power Group Limited (“Ming Yang” or the “Company”) (NYSE: MY), a leading wind turbine manufacturer in China, today announced its unaudited financial results for the third quarter ended September 30, 2014.

Third Quarter 2014 Operating and Financial Highlights:

 

    Total wind turbine generators (“WTGs”) commissioned for which revenue was recognized amounted to an equivalent wind power project output of 524.5MW, or 187 units of 1.5MW and 122 units of 2.0MW WTGs, an increase of 80.9% compared to 290.0MW in Q3 2013.

 

    Total revenue was RMB1,716.8 million (US$279.7 million), an increase of 78.7% compared to RMB960.8 million in Q3 2013.

 

    Gross profit was RMB225.6 million (US$36.8 million), compared to RMB126.5 million in Q3 2013. Gross margin was 13.1%, a decrease of 0.1 percentage point compared to 13.2% in Q3 2013.

 

    Total comprehensive income was RMB71.5 million (US$11.6 million), compared to total comprehensive loss of RMB71.3 million in Q3 2013.

 

    Basic and diluted earnings per share were RMB0.58 (US$0.09) and RMB0.57 (US$0.09), respectively, compared to basic and diluted loss per share of RMB0.43 and RMB0.43, respectively, in Q3 2013.

Third Quarter 2014 Operating Data and Unaudited Financial Results

Revenue

Revenue in the third quarter of 2014 was RMB1,716.8 million (US$279.7 million), an increase of 78.7% as compared to that of the corresponding period in 2013. Revenue of WTGs amounted to an equivalent wind power project output of 524.5MW, or 187 units of 1.5MW and 122 units of 2.0MW WTGs. For the corresponding period of 2013, the output was 290.0MW, or 136 units of 1.5MW and 43 units of 2.0MW WTGs. The 78.7% increase in revenue was mainly due to a 72.6% increase in the number of WTGs commissioned compared with the third quarter of 2013.

Gross Profit and Gross Margin

Gross profit in the third quarter of 2014 was RMB225.6 million (US$36.8 million), compared to that of RMB126.5 million in the third quarter of 2013. Gross margin in the third quarter of 2014 was 13.1%, compared to that of 13.2% for the corresponding period in 2013. On an adjusted basis, should warranty provisions be excluded from cost of sales, our adjusted gross margin would be 16.3% for both the third quarter of 2014 and the corresponding period of 2013.


Selling and Distribution Expenses

Selling and distribution expenses were RMB67.9 million (US$11.1 million) for the third quarter of 2014, compared to RMB70.3 million for the corresponding period in 2013, representing a decrease of 3.4%. The decrease in selling and distribution expenses was primarily attributable to lower transportation expense incurred for each WTG as the Company set up production plants near the wind farms since the fourth quarter of 2013.

Administrative Expenses

Administrative expenses were RMB38.4 million (US$6.3 million) for the third quarter of 2014, compared to RMB82.7 million for the corresponding period in 2013, representing a decrease of 53.5%. The decrease in administrative expenses was a combined result of (1) the reversal of provision for bad debts against trade and other receivables in the third quarter of 2014 as we received settlements from customers for some of the long-outstanding doubtful trade receivables; and (2) our administrative expenses in 2013 included administrative expenses incurred by our previously consolidated Indian subsidiary, Global Wind Power Limited (“GWPL”), which we deconsolidated since January 1, 2014.

Research and Development Expenses

Research and development expenses were RMB24.5 million (US$4.0 million) for the third quarter of 2014, compared to RMB27.9 million for the corresponding period in 2013, representing a decrease of 12.2%. The decrease was primarily attributable to less research and development activities carried out in the third quarter of 2014.

Finance Income

Finance income was RMB39.8 million (US$6.5 million) for the third quarter of 2014, compared to RMB32.1 million for the corresponding period in 2013. The increase in finance income was mainly attributable to the increase in interest income from bank deposits and entrusted loans.

Finance Expenses

Finance expenses were RMB50.8 million (US$8.3 million) for the third quarter of 2014, compared to RMB65.2 million for the corresponding period in 2013. The decrease in finance expenses was mainly due to finance expenses incurred by GWPL in the third quarter of 2013 which did not occur in the current quarter.

Profit / (Loss) Before Income Tax

Profit before income tax was RMB85.9 million (US$14.0 million) for the third quarter of 2014, compared to loss before income tax of RMB75.0 million for the corresponding period in 2013.


Income Tax (Expense) / Benefit

Income tax expense was RMB14.4 million (US$2.3 million) for the third quarter of 2014, compared to income tax benefit of RMB3.8 million for the corresponding period in 2013, primarily due to the profit recorded during the third quarter of 2014 .

Total Comprehensive Income / (Loss) and Earnings / (Loss) per Share

Total comprehensive income for the third quarter of 2014 was RMB71.5 million (US$11.6 million), compared to total comprehensive loss of RMB71.3 million for the corresponding period in 2013.

For the third quarter of 2014, basic and diluted earnings per share were RMB0.58 (US$0.09) and RMB0.57 (US$0.09), respectively, compared to basic and diluted loss per share of RMB0.43 and RMB0.43, respectively, for the corresponding period in 2013.

Cash and Cash Equivalents

Cash and cash equivalents as of September 30, 2014 were RMB1,678.7 million (US$273.5 million), compared to RMB811.8 million as of December 31, 2013.

Wind-solar complimentary solutions

The company has identified the opportunity in obtaining future WTG orders and wind farm resources through a joint offering of wind-solar complimentary solutions together with RedSolar New Energy Technology Company Limited (“RedSolar”), a company controlled by Chairman and CEO Mr. Chuanwei Zhang. RedSolar is specialized in high-efficiency high concentration photovoltaics (“HCPV”) solar modules.

RedSolar imported certain manufacturing equipment through the Company. As of September 30, 2014 the amount due from RedSolar is approximately RMB132 million and these amounts are expected to be settled before December 31, 2014.

Business Update

Order Book Update

New Sales Contracts – During the third quarter of 2014, Ming Yang entered into sales contracts for wind power projects with a total output of 648.0MW, representing 324 units of 2.0MW WTGs.

Order Backlog – As of September 30, 2014, the Company’s order backlog amounted to 3.7GW, representing 1,187 units of 1.5MW WTGs, 873 units of 2.0MW WTGs, 59 units of 3.0MW SCD WTGs and 1 unit of 6.0MW SCD WTG. Cumulative signed orders since its inception amounted to 9.5GW, representing 4,650 units of 1.5MW WTGs, 1,155 units of 2.0MW WTGs, 79 units of 2.5-3.0MW SCD WTGs and 1 unit of 6.0MW SCD WTG.


Note to the Financial Information

The preliminary unaudited consolidated statements of operations and comprehensive income and consolidated statements of financial position accompanying this press release (collectively the “preliminary unaudited financial information”) have been prepared by management using International Financial Reporting Standards, or IFRSs, as issued by the International Accounting Standards Board. The preliminary unaudited financial information is not intended to fully comply with IFRSs because it does not present all of the financial information and disclosures required by IFRSs.

Currency Conversion

Solely for the convenience of readers, certain Renminbi amounts have been translated into U.S. dollar amounts at the rate of RMB6.1380 to US$1.00, the noon buying rate in New York for cable transfers of Renminbi for U.S. dollars on September 30, 2014 as set forth in the H.10 weekly statistical release of the Federal Reserve Board. No representation is intended to imply that the Renminbi amounts could have been, or could be, converted, realized or settled into U.S. dollar amounts at such a rate or at any other rate.

Safe Harbor Statement

This press release contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates”, “target”, “goal”, “strategy” and similar statements. Such statements are based upon management’s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond Ming Yang’s control, which may cause Ming Yang’s actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in Ming Yang’s filings with the U.S. Securities and Exchange Commission. Ming Yang does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

Conference Call

Ming Yang will host an earnings conference call on Monday, November 24, 2014 at 7:00 am Eastern Time (November 24, 2014 4:00 am Pacific Time / November 24, 2014 8:00 pm Beijing Time). The management team will be on the call to discuss the Company’s results, operating performance and business outlook and to answer questions.


To access the conference call, please dial:

 

United States:    +1-845-507-1610
International (toll):    +61-283-733- 610
China, Domestic:    400-120-3170 / 800-870-0210
Hong Kong:    +852-3051-2792

To access international Toll Free Dial-In numbers:

 

Hong Kong:    800-906-648
United States:    +1-800-742-9301

Please ask to be connected to 3Q FY2014 China Ming Yang Wind Power Group Earnings Conference Call and provide the following pass code: Ming Yang

Ming Yang will also broadcast a live audio webcast of the conference call. The broadcast will be available by visiting the “Investor Relations” section of the Company’s web site at http://ir.mywind.com.cn.

Following the earnings conference call, an archive of the call will be available by dialing:

 

United States:    +1-855-452-5696
International:    +61-2-8199-0299
China:    400-602-2065/400-632-2162 / 800-870-0206/800-870-0205
Hong Kong:    800-963-117
Passcode:    3324-0018

The replay will be archived for seven days following the earnings announcement until December 1, 2014.

About China Ming Yang Wind Power Group Limited

China Ming Yang Wind Power Group Limited (NYSE: MY) is a leading wind turbine manufacturer in China, focusing on designing, manufacturing, selling and servicing megawatt-class wind turbines. Ming Yang produces advanced, highly adaptable wind turbines with high energy output and provides customers with comprehensive post-sales services. Ming Yang cooperates with aerodyne Energiesysteme, one of the world’s leading wind turbine design firms based in Germany, to co-develop wind turbines. In terms of newly installed capacity, Ming Yang was a top 10 wind turbine manufacturer worldwide and the largest non-state owned wind turbine manufacturer in China in 2013.

For further information, please visit the Company’s website: ir.mywind.com.cn


For investor and media inquiries, please contact:

China Ming Yang Wind Power Group Limited

Johnson Zhang

Email: ir@mywind.com.cn

http://ir.mywind.com.cn

CHINA MING YANG WIND POWER GROUP LIMITED

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts expressed in thousands, except share and ADS data)

 

     For the three-month periods ended  
     September 30,
2013
    September 30,
2014
    September 30,
2014
 
     RMB’000     RMB’000     USD’000  

Revenue

     960,820        1,716,771        279,696   

Cost of sales

     (834,272     (1,491,134     (242,935
  

 

 

   

 

 

   

 

 

 

Gross profit

     126,548        225,637        36,761   

Other income

     12,465        6,380        1,039   

Selling and distribution expenses

     (70,317     (67,949     (11,070

Administrative expenses

     (82,671     (38,419     (6,260

Research and development expenses

     (27,929     (24,512     (3,993
  

 

 

   

 

 

   

 

 

 

(Loss) / profit from operations

     (41,904     101,137        16,477   

Finance income

     32,140        39,785        6,482   

Finance expenses

     (65,202     (50,760     (8,270

Loss on disposal of subsidiary

     —          (4,045     (659

Share of profit / (loss) of associates

     16        (249     (41
  

 

 

   

 

 

   

 

 

 

(Loss) / profit before income tax

     (74,950     85,868        13,989   

Income tax benefit / (expense)

     3,752        (14,370     (2,341
  

 

 

   

 

 

   

 

 

 

(Loss) / profit for the period

     (71,198     71,498        11,648   

Other comprehensive loss for the period:

    

Foreign currency translation differences - foreign operations

     (92     (21     (3
  

 

 

   

 

 

   

 

 

 

Total comprehensive (loss) / income for the period

     (71,290     71,477        11,645   
  

 

 

   

 

 

   

 

 

 

(Loss) / profit attributable to:

    

Shareholders of the Company

     (53,216     72,361        11,789   

Non-controlling interests

     (17,982     (863     (141
  

 

 

   

 

 

   

 

 

 
     (71,198     71,498        11,648   
  

 

 

   

 

 

   

 

 

 

Total comprehensive (loss) /income attributable to:

    

Shareholders of the Company

     (54,770     72,340        11,786   

Non-controlling interests

     (16,520     (863     (141
  

 

 

   

 

 

   

 

 

 
     (71,290     71,477        11,645   
  

 

 

   

 

 

   

 

 

 

Basic (loss) / earnings per share(1)

     (0.43     0.58        0.09   

Diluted (loss) / earnings per share(2)

     (0.43     0.57        0.09   

 

(1) The calculation of the basic (loss) / earnings per share is based on the (loss) / profit attributable to the shareholders of the Company and the weighted average number of ordinary shares outstanding during the relevant periods.


(2) The calculation of diluted earnings (loss) / per share is based on the (loss) / profit attributable to shareholders of the Company and weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive ordinary shares during the relevant periods.
(3) The reconciliation of adjusted gross margin (to exclude warranty provision from cost of sales) is as below:

 

     For the three-month periods ended  
     September 30,
2013
    September 30,
2014
    September 30,
2014
 
     RMB’000     RMB’000     USD’000  

Revenue (A)

     960,820        1,716,771        279,696   

Cost of sales (B)

     (834,272     (1,491,134     (242,935

Less: warranty provision

     29,852        53,362        8,694   
  

 

 

   

 

 

   

 

 

 

Cost of sales excluding warranty provision (C)

     (804,420     (1,437,772     (234,241
  

 

 

   

 

 

   

 

 

 

Gross margin [D=(A+B)/A]

     13.2     13.1     13.1

Adjusted gross margin[E=(A+C)/A]

     16.3     16.3     16.3


CHINA MING YANG WIND POWER GROUP LIMITED

UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Amounts expressed in thousands)

 

    

As of

December 31, 2013

    As of
September 30, 2014
 
     RMB’000     RMB’000     USD’000  

Assets

      

Non-current assets

      

Property, plant and equipment

     1,001,678        799,810        130,305   

Intangible assets

     195,816        87,607        14,273   

Lease prepayments

     352,142        346,546        56,459   

Investments in associates

     25,608        70,092        11,419   

Investments in joint ventures

     795,848        851,499        138,726   

Other investments

     30,197        30,000        4,888   

Trade and other receivables

     934,364        1,042,866        169,903   

Prepayments

     120,276        129,149        21,041   

Deferred tax assets

     224,843        200,855        32,723   
  

 

 

   

 

 

   

 

 

 

Total non-current assets

     3,680,772        3,558,424        579,737   
  

 

 

   

 

 

   

 

 

 

Current assets

      

Inventories

     2,235,459        1,756,480        286,165   

Trade and other receivables

     4,210,955        4,868,896        793,238   

Prepayments

     115,317        161,372        26,291   

Other current assets

     35,301        28,243        4,601   

Pledged bank deposits

     246,608        291,442        47,482   

Cash and cash equivalents

     811,848        1,678,690        273,491   
  

 

 

   

 

 

   

 

 

 

Total current assets

     7,655,488        8,785,123        1,431,268   
  

 

 

   

 

 

   

 

 

 

Total assets

     11,336,260        12,343,547        2,011,005   
  

 

 

   

 

 

   

 

 

 

Equity

      

Issued share capital

     850        862        140   

Reserves for own shares

     (44,628     (44,628     (7,271

Capital reserves

     3,693,726        3,720,215        606,096   

Translation reserves

     (74,223     (75,567     (12,311

Accumulated losses

     (532,342     (258,119     (42,053
  

 

 

   

 

 

   

 

 

 

Total equity attributable to shareholders of the Company

     3,043,383        3,342,763        544,601   

Non-controlling interests

     (28,063     52,914        8,621   
  

 

 

   

 

 

   

 

 

 

Total Equity

     3,015,320        3,395,677        553,222   
  

 

 

   

 

 

   

 

 

 

Liabilities

      

Non-current liabilities

      

Bond payable

     992,664        —          —     

Deferred tax liabilities

     52,102        12,963        2,112   

Provisions

     154,491        193,718        31,560   

Trade and other payables

     132,389        204,682        33,347   

Deferred income

     253,849        295,314        48,112   

Bank borrowings

     104,015        —          —     
  

 

 

   

 

 

   

 

 

 

Total non-current liabilities

     1,689,510        706,677        115,131   
  

 

 

   

 

 

   

 

 

 

Current liabilities

      

Bond payable

     —          997,916        162,580   

Trade and other payables

     4,230,737        5,732,151        933,881   

Bank and other borrowings

     1,283,055        713,091        116,176   

Income tax payable

     9,155        15,337        2,499   

Provisions

     249,559        287,475        46,835   

Deferred income

     41,328        47,731        7,776   

Deferred revenue

     817,596        447,492        72,905   
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     6,631,430        8,241,193        1,342,652   
  

 

 

   

 

 

   

 

 

 

Total liabilities

     8,320,940        8,947,870        1,457,783   
  

 

 

   

 

 

   

 

 

 

Total equity and liabilities

     11,336,260        12,343,547        2,011,005   
  

 

 

   

 

 

   

 

 

 

SOURCE: China Ming Yang Wind Power Group Limited



Exhibit 99.2

MY Announces Appointments of New Members to the Board and New Senior Management

ZHONGSHAN, China, November 25, 2014 /PRNewswire/ — China Ming Yang Wind Power (NYSE: MY) (“Ming Yang” or the “Company”), today announced the appointment of Mr. Longgen Zhang to its board of directors. He will replace Mr. Cole Capener who has served as an independent director since November 2013. And Ming Yang also announced that its Chief Financial Officer (“CFO”) Mr. Calvin Lau would be succeeded by Mr. Ng Kwok Yin, Ricky. Mr. Lau will be the executive director of Ming Yang Wind Power (International) Co., Ltd., a subsidiary of Ming Yang. The appointments are with immediate effect.

Mr. Longgen Zhang has abundant experience in accounting, financial management and operation. He is now CFO of JinkoSolar, a global leader in the solar PV industry (“JinkoSolar”). Prior to joining JinkoSolar, he served as CFO of Xinyuan Real Estate Co. Ltd, the first China real estate enterprise to be listed in NYSE, after which he was appointed as Director of the board. With years of experience as CFO and directors’ experience, he has also engaged in various private placements, mergers and evaluation, as well as IPO projects.

Mr. Ricky Ng is now serving as Vice President of Xing Shi Hui Company Limited (“XSH”) responsible for investment and leasing business of catering related properties. Mr. Ng has extensive working experience in finance and audit. Prior to joining XSH, Mr. Ng served as the Senior Audit Manager of KPMG Huazhen, engaging in various industries auditing and IPO projects. And he was also the leading audit manager for Mingyang’s IPO. Mr. Ng received his bachelor’s degree in accounting from Hong Kong University of Science and Technology. He is also a member of the Hong Kong Institute of Certified Public Accountants.

“We would like to thank Mr. Capener for his valuable contributions to Ming Yang,” commented Mr. Chuanwei Zhang, Chairman and Chief Executive Officer of Ming Yang. “On behalf of the board of directors, I would like to take this opportunity to express our sincere gratitude to Mr. Capener and wish him the best in his future pursuits and endeavors.”

“We would also like to welcome Mr. Longgen Zhang to Ming Yang’s board of directors. We believe that the wealth of experience will help strengthen the board of directors by providing valuable insight and guidance.”

“Mr. Lau has been with Ming Yang since 2011 and I have great confidence that his wealth of experience in finance, investor relations and business development will further enhance the Company’s competitiveness.”


Safe Harbor Statement

This press release contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “to be,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “target,” “goal,” “strategy” and similar statements. Such statements are based upon management’s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond Ming Yang’s control, which may cause Ming Yang’s actual results, performance or achievements to differ materially from those in the forward-looking statements. Actual results or events may differ from those anticipated or predicted in this press release, and the differences may be material. Further information regarding these and other risks, uncertainties or factors is included in Ming Yang’s filings with the U.S. Securities and Exchange Commission. Ming Yang does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

About China Ming Yang Wind Power Group Limited

China Ming Yang Wind Power Group Limited (NYSE: MY) is a leading wind turbine manufacturer in China, focusing on designing, manufacturing, selling and servicing megawatt-class wind turbines. Ming Yang produces advanced, highly adaptable wind turbines with high energy output and provides customers with comprehensive post-sales services. Ming Yang cooperates with aerodyne Energiesysteme, one of the world’s leading wind turbine design firms based in Germany, to co-develop wind turbines. In terms of newly installed capacity, Ming Yang was a top 10 wind turbine manufacturer worldwide and the largest non-state owned wind turbine manufacturer in China in 2013.

For further information, please visit the Company’s website: ir.mywind.com.cn

For investor and media inquiries, please contact:

Investor and Media Contacts:

China Ming Yang Wind Power Group Limited

Johnson Zhang

+86-760-2813-8898

ir@mywind.com.cn

http://ir.mywind.com.cn

SOURCE China Ming Yang Wind Power Group Limited

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