MING YANG SMART ENERGY GROUP
LIMITED
(GDR under the symbol:
"MYSE")
(a joint stock company
established under the laws of the People's Republic of China with
limited liability)
Announcement On The
Implementation Results Of Repurchase Of Share By The Company And
Changes In Shareholding Structure
I.
Approval of the implementation of repurchase and contents of the
repurchase plan
Ming Yang Smart Energy Group Limited
(hereinafter referred to as the "Company") convened the 39th
meeting of the second session of the board of directors on 4 May
2023, at which the Resolution on the Plan for Repurchase of the
Shares through Centralized Bidding Trading
was considered and approved, to agree the Company to repurchase the
shares of the Company by using no more than RMB1,000 million
(inclusive) and not less than RMB500
million (inclusive) out of its own fund
through centralized bidding trading to
implement stock option incentive, with the term of repurchase of no
more than 12 months from 4 May 2023.
II.
Implementation of repurchase of shares
(i) On 16 June 2023, the Company
made the first repurchase of shares and disclosed the first
repurchase of shares on 17 June 2023.
(ii) On 2 February 2024, the Company
completed the repurchase and repurchased 89,813,484 shares of the
Company in aggregate through centralized
bidding trading, representing
3.95% of the current total share capital of the
Company (namely 2,271,759,206 shares), at a maximum repurchase
price of RMB17.99 per share, and a minimum price of RMB8.52 per
share, with the total amount of funds RMB999,999,606.71 (exclusive
transaction expenses).
(iii) The actual number of shares
repurchased, repurchase price and the total amount of funds used in
the repurchase of the Company are in line with the repurchase plan
considered and approved by the board of directors. There is no
difference between the actual implementation of the repurchase plan
and the originally disclosed repurchase plan, and the Company has
completed the repurchase according to the plan
disclosed.
(vi) The funds used in the
repurchase of shares are all financed by the Company's own fund.
The repurchase of shares will not have a significant impact on the
operation, finance and future development of the Company. It will
not lead to changes in the Company's control and the shareholding
structure of the Company being not in compliance with the
conditions of listing.
III.
Trading of shares by relevant parties during the
repurchase
The Company disclosed its repurchase
of shares on 5 May 2023 for the first time.
As of the date of this announcement,
Mr. ZHANG Chuanwei, the chairman, chief executive officer (general
manager), and de facto controller of the Company, increased his
shareholding of the Company by 1,909,600 shares in the trading
system of the Shanghai Stock Exchange through the centralized
biding trading, representing 0.08% of the current total share
capital of the Company, with amount of RMB20,097,275.00. Saved as
the aforementioned, other directors, supervisors, senior management
and controlling shareholders of the Company and their persons
acting in concert and de facto controllers did not deal in the
shares of the Company.
IV.
Changes in shares
Immediately before and after the
repurchase of shares, changes in the shareholding structure of the
Company are as below:
Type of shares
|
Before the repurchase of
shares
|
After the repurchase of
shares
|
Numbers
of shares
|
Percentage (%)
|
Numbers
of shares
|
Percentage (%)
|
Restricted shares
|
163,088,794
|
7.18%
|
9,250,700
|
0.41%
|
Non-restricted shares
|
2,108,996,912
|
92.82%
|
2,262,508,506
|
99.59 %
|
Including: Account
designated for repurchase of
shares
|
-
|
-
|
89,813,484
|
3.95%
|
Total numbers of shares
|
2,272,085,706
|
100%
|
2,271,759,206
|
100%
|
Note: After the disclosure of the
repurchase of shares this year for the first time, the changes in
restricted shares, non-restricted shares and the total share
capital of the Company is as below:
1. On 17
March 2023, the Company convened the 37th meeting of the second
session of the board of directors and the 32nd meeting of the
second session of board of supervisors, at which the Resolution on
the Repurchase and Cancellation of Certain Restricted Shares
Granted to Certain Participants but Not yet Unlocked under the 2019
Restricted Shares Incentive Scheme, which agreed to repurchase and
cancellation of 102,000 restricted shares granted to 6 participants
who had resigned but not yet unlocked. The Company has already
completed its repurchase and cancellation of the aforementioned
restricted shares with the Shanghai Branch, China Securities
Depository and Clearing Corporation (hereinafter referred to as
"CSDCC"). After completion of the cancellation, the restricted
shares of the Company reduced by 102,000 shares, therefore the
total share capital of the Company changed from 2,272,085,706
shares to 2,271,983,706 shares.
2. As
approved by the Reply in relation to
Approval of the Private Placement of Shares by Ming Yang Smart
Energy Group Limited issued by China Securities Regulatory
Commission (Zheng Jian Xu ke [2022] No.70), the
Company's private placement of RMB ordinary shares (A Share) is
147,928,994 shares. The private placement aims to issue 147,928,994
shares to Mingyang New Energy Investment Holdings Co., Ltd., the
Company's controlling shareholder and its lock-up period will
expire on 13 August 2023. The Company started to go through
procedures for the unlocking of the above-mentioned
restricted shares for
listing and circulation with CSDCC on 8 September 2023.
After completion of the unlocking, the Company's
restricted and non-restricted shares are
15,057,800 and 2,256,925,906, respectively.
3.
On 11 September 2023, the Company convened the
42nd meeting of the second session of the board of directors and
the 37th meeting of the second session of the board of supervisors,
and considered and approved the Resolution on Satisfaction of the
Unlocking Conditions for the Third Unlocking Period of Restricted
Shares under the First Grant of the 2019 Restricted Shares
Incentive Scheme, which agreed to go through relevant procedures
for the unlocking of a total of 5,582,600 restricted shares owned
by 206 eligible participants. The above-mentioned shares have been
unlocked for listing and circulation on 21 September 2023, and the
Company's restricted and non-restricted shares are 9,475,200 shares
and 2,262,508,506 shares, respectively.
4.On 26 September 2023, the Company
convened the first meeting of the third session of the board of
directors and the first meeting of the third session of the board
of supervisors, and considered and approved the Resolution on the
Repurchase and Cancellation of Certain Restricted Shares Granted to
Certain Participants but Not Yet Unlocked under the 2019 Restricted
Shares Incentive Scheme, which agreed that 224,500 granted but not
yet unlocked restricted shares held by four participants who are
not eligible as a result of resignation for personal reasons or
election as the Company's supervisor will be repurchased and
cancelled. The Company has already completed its repurchase and
cancellation of the aforementioned restricted shares with CSDCC on
23 November 2023. After the cancellation, the Company's restricted
shares decreased by 224,500 shares, therefore the total share
capital of the Company changed from RMB2,271,983,706 to
RMB2,271,759,206.
V.
Arrangement for the repurchased
shares
89,813,484 repurchased shares of the
Company are temporarily deposited in a securities account
designated for repurchase and will subsequently be used as a share
incentive. Before transfer registration procedures, the repurchased
shares are not entitled to relevant rights such as profit
distribution, conversion of funds in the capital common reserve to
share capital, issue of new shares, right issue, pledge, voting
rights at general meetings. If the Company fails to implement the
above use of repurchased shares within 36 months after the
completion of the repurchase of shares, the unused shares will be
cancelled in accordance with law. The Company will fulfill
corresponding decision-making procedures and information disclosure
obligations in accordance with regulations. Investors are advised to pay careful attention to investment
risks.
Ming Yang
Smart Energy Group Limited
2 February,
2024