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)
Report on the Second
Repurchase Shares through Centralized Competitive
Trading
IMPORTANT NOTICE:
l Purpose of
repurchased shares: In order to maintain the Company's value and
interest of the shareholders, the Company intends to repurchase its
shares through centralized competitive trading and sell them
through centralized Competitive trading 12 months after disclosing
the announcement on the repurchase results and changes in shares.
The portion that has not been sold within 36 months after
disclosing the above announcement will be cancelled. If there are
any adjustments on the relevant national policies, this repurchase
plan will be implemented based on the adjusted policies.
l Scale of
repurchased shares: The total funds for repurchased shares this
time will not be more than RMB600 million (inclusive) while not be
less than RMB300 million (inclusive).
l Price of
repurchased shares: The price of repurchased shares this time will
not be more than RMB15 per share (inclusive), which shall not be
higher than 150% of the average trading price of the Company's
stocks during the 30 trading days prior to the deliberation and
adoption of this repurchase plan by the Board of
Directors.
l Source of
repurchase funds: The self-owned funds of the Company.
l Repurchase
period: It will be no more than 3 months from the date of
deliberation and adoption of this repurchase plan by the Board of
Directors.
l Whether
there is an underweight plan for relevant shareholders: Upon
inquiry, the directors, supervisors and executives, controlling
shareholders, actual controllers and shareholders holding more than
5% of the shares of the Company have no plans to underweight their
shares in the Company in the next 3 or 6 months.
l Tips on
relevant risks: 1. During repurchase period, due to the stock price
of the Company continues to exceed the price range disclosed in the
repurchase plan, results in the risk that the repurchase plan
cannot be implemented; 2. Due to
significant changes in the operation, financial position and
external conditions of the Company, there may be a risk of changing
or terminating this repurchase plan.
3. The repurchased shares in the specific accounts
fail to be disposed before the expiry of the holding period,
resulting in the risk that such shares need to be cancelled; 4. The
risk that in the event that the regulatory authorities promulgate
new laws, regulations and normative documents related to the
repurchase, may result in the relevant terms of this repurchase
required to be adjusted accordingly during the
implementation. The
Company will make repurchase decisions and implement them subject
to market conditions during the repurchase period. Therefore,
investors are kindly advised to attach importance to investment
risks.
I.
Deliberation and Implementation Procedures of the Repurchase
Plan
1. Deliberation of the
Repurchase Share Plan
On 19 February 2024, the Company
held its 5th meeting of the third session of the Board of
Directors, deliberating and adopting the "Proposal on the Plan to
the Second Repurchase Corporate Shares through Centralized
Competitive Trading".
According to Articles 24, 25 and 27
of the Articles of Association of the Company, the repurchased
shares this time are necessary to maintain the Company's value and
interest of the shareholders, so the repurchase plan can be
implemented after being deliberated and adopted by a board meeting
as attended by more than two-thirds of the directors of the
Company, and does not need to be submitted to the general meeting
for deliberation.
The above implementation procedures
are in compliance with the laws, regulations and normative
documents such as the Rules for Share Repurchase of Listed
Companies and the Guidelines for Self-regulation of Listed
Companies on Shanghai Stock Exchange No.7 - Share Repurchase
(hereinafter referred to as the "Repurchase
Guidelines").
2. Explanation of the use of
the repurchased shares in compliance with the relevant
conditions
As of February 19, 2024, the
Company's stock price met the condition of "the closing price of
the Company's stock is less than 50% of the highest closing price
of the stock in the most recent year" as stipulated in paragraph 2
of article 2 of the Repurchase Guidelines, which is in line with
the circumstance of "necessary for maintaining the Company's value
and the interest of shareholders" as stipulated in paragraph 2 of
article 1(4) of the Repurchase Guidelines.
II.
Main Contents of the Repurchase Plan
1.
Purpose of share repurchase
Based on its confidence in the
future development prospects of the industry and the Company and
its recognition of the intrinsic investment value, combined with
its own operating conditions as well as aiming at safeguarding the
interests of investors, enhancing investor confidence and boosting
healthy and sustainable development of the Company, the Company
intends to repurchase some of its shares through centralized
competitive trading, and shall sell the such shares repurchased
through centralized competitive trading 12 months after the date of
disclosure of the repurchase result and announcement of changes in
shareholding structure; the portion of shares not being sold 36
months after the date of disclosure of the repurchase result and
announcement of changes in shareholding structure will be
cancelled..
2.
Type of the shares to be repurchased
The shares to be repurchased this
time refer to the RMB common shares (A shares) issued by the
Company.
3.
Method of the shares to be repurchased
The share repurchase this time is
planned to be conducted through the trading system of Shanghai
Stock Exchange by means of centralized competitive
trading.
4.
Repurchase period and start and ending dates of the shares to be
repurchased
The period of this share repurchase
will not exceed 3 months from the date of deliberation and adoption
of this repurchase plan by the Board of Directors.
The repurchase period will expire
ahead of schedule in case one of the following conditions is
satisfied:
(1) In the event that the total
amount of repurchased shares reaches the upper limit during the
repurchase period, the repurchase plan will be completed and the
repurchase period will expire ahead of schedule from that
date;
(2) In the event that the total
amount of repurchased shares reaches the lower limit during the
repurchase period, the repurchase plan will expire ahead of
schedule from the date when the management of the Company
determines to terminate this repurchase plan;
(3) In the event that the Board of
Directors of the Company resolves to terminate this repurchase
plan, the repurchase period will expire ahead of schedule from the
date when the Board of Directors resolves to terminate this
repurchase plan.
During the implementation of the
repurchase plan, if stocks of the Company are suspended for more
than 10 consecutive trading days due to significant planning
events, the repurchase plan will be postponed and disclosed in time
after the stock resumes trading.
The Company may not repurchase
shares during the following periods:
(1) From the
date of significant events that may have a significant impact on
the trading price of the securities and derivatives of the Company
or during the decision-making process to the date of disclosure
according to law;
(2) Other circumstances stipulated
by China Securities Regulatory Commission and Shanghai Stock
Exchange.
In the event that the relevant
authorities promulgate new laws, regulations and normative
documents related to the repurchase, the implementation of this
repurchase will be adjusted accordingly in accordance with the new
regulations.
In the event that the regulatory
authorities promulgate new laws, regulations and normative
documents related to the repurchase, the implementation of this
repurchase will be adjusted accordingly.
5.
Number, proportion to the total share capital of the Company and
purpose of the shares to be repurchased
The total funds for repurchased
shares this time will not be more than RMB600 million (inclusive)
while not be less than RMB300 million (inclusive); according to the
repurchase price ceiling of RMB15 per share, the number of shares
to be repurchased will be 20 to 40 million, accounting for 0.88% to
1.76% of the total share capital of the Company. The repurchase of
shares is based on the maintenance of the Company's value and
shareholders' interests, and the Company plans to sell the shares
through centralized competitive trading in accordance with the
requirements of the relevant repurchase rules and supervisory
guidelines 12 months after the disclosure of the announcement on
the repurchase results and report on changes in shares. If the
Company fails to implement the aforementioned purposes within 36
months after the completion of the implementation of the share
repurchase, the unused portion will be cancelled, which will be
executed in accordance with the relevant laws, regulations and
policies.
In the event of any ex-right or
ex-dividend matter like dividend distribution, share bonus, capital
reserve conversion to share capital, share reduction, share
allotment, etc. during the repurchase period of the Company, the
repurchase quantity will be adjusted accordingly in line with
relevant regulations. In the course, the specific repurchase
quantity and its proportion to the total share capital of the
Company shall be subject to the actual repurchase of the Company
when the repurchase is completed or the repurchase implementation
period expires.
6.
Price or price range of the shares to be
repurchased
The price of repurchased shares this
time will not be more than RMB15 per share (inclusive), whose
ceiling shall not be higher than 150% of the average trading price
of the Company's stocks during the 30 trading days prior to the
adoption of this share repurchase resolution by the Board of
Directors. The specific repurchase price will be determined by the
management of the Company as authorized by the Board of Directors
in combination with market conditions, as well as the stock price,
financial condition and operating status of the Company during the
repurchase implementation period.
In the event of other ex-right or
ex-dividend matter like capital reserve conversion to share
capital, share bonus, cash dividend, share allotment, etc. during
the repurchase period of the Company, the repurchase price ceiling
shall be adjusted accordingly pursuant to relevant laws and
regulations of China Securities Regulatory Commission and Shanghai
Stock Exchange from the date of ex-right or ex-dividend.
7.
Total amount and source of funds for the shares to be
repurchased
The total funds for repurchased
shares this time will not be more than RMB600 million (inclusive)
while not be less than RMB300 million (inclusive). The specific
total funds for repurchase will be subject to the total funds
actually used to repurchase shares at the expiration of the
repurchase period. The source of funds of this repurchase is
self-owned funds of the Company.
8.
Expected changes in the shareholding structure of the Company after
the repurchase
According to the total repurchase
fund ceiling of RMB600 million, the lower limit of RMB 300 million
and the repurchase price ceiling of RMB15 per share, the number of
repurchased shares ranges from 20 million to 40 million. If all the
repurchased shares are sold out, the total share capital and equity
structure of the Company will not change; If the repurchased shares
this time are cancelled due to the failure to realize sales, the
expected changes in the Company's share capital structure before
and after the repurchase are as follows:
Share
Category
|
Before the Implementation of
This Plan
|
After the Implementation of
This Plan (Based on the minimum number of repurchase
shares)
|
After the Implementation of
This Plan (Based on the maximum number of repurchase
shares)
|
Number of Shares (in
Share)
|
Proportion to Total Number of
Shares
|
Number of Shares (in
Share)
|
Proportion to Total Number of
Shares
|
Number of Shares (in
Share)
|
Proportion to Total Number of
Shares
|
Outstanding shares with
restricted selling conditions
|
9,250,700
|
0.41%
|
9,250,700
|
0.41%
|
9,250,700
|
0.41%
|
Outstanding shares without
restricted selling conditions
|
2,262,508,506
|
99.59%
|
2,242,508,506
|
99.59%
|
2,222,508,506
|
99.59%
|
Total
|
2,271,759,206
|
100%
|
2,251,759,206
|
100%
|
2,231,759,206
|
100%
|
Note: The above calculation data is
for reference only, and the specific number of shares to be
repurchased and the changes in the Company's share capital
structure will be subject to subsequent implementation.
9.
Analysis of the possible impact of this share repurchase on the
Company's daily operation, finance, research and development,
profitability, debt performance, future development, maintenance of
the status of listed company, etc.
As of 30 September 2023, the Company
had the total assets of RMB80.944 billion and the current assets of
RMB45.787 billion. In case the maximum repurchase amount of RMB600
million is fully used up, the repurchase funds will represent
approximately 0.74% of the Company's total assets and 1.31% of its
current assets based on financial data as at 30 September 2023, and
is relatively low as compared to the asset size of the Company,
thus the Company has sufficient self-owned funds to pay for this
repurchase.
Based on the current operation,
finance and future development of the Company, this repurchase will
not pose a significant impact on the operation, finance and future
development of the Company. Such a share repurchase is conducive to
enhancing investor confidence, maintaining the Company's share
price and upgrading its capital market image, thus creating
favorable conditions for its future development. The implementation
of the share repurchase plan will neither lead to changes in its
control, nor lead to its equity distribution not meeting the
listing conditions.
10.
Explanation of whether the directors, supervisors and executives,
controlling shareholders and actual controllers of the listed
company have bought or sold shares of the Company within 6 months
before the Board of Directors made a resolution to repurchase
shares, whether there was a conflict of interest with this
repurchase plan, whether there were any insider trading and market
manipulation, and whether there was a plan to overweight or
underweight their holdings during the repurchase
period
On 26 August 2023, the Company
disclosed the "Announcement on the Plan of the Chairman and Chief
Executive Officer and the Actual Controller of the Company to
Increase the Shareholding of the Company" (Announcement No.
2023-055), in which Mr. Zhang Chuanwei, the Chairman and Chief
Executive Officer (General Manager) and the actual controller of
the Company, intends to increase his shareholding of the Company
through centralized competitive transactions on the trading system
of the Shanghai Stock Exchange within 6 months from the date of the
disclosure of such announcement, with the amount of increase not
less than RMB20 million and not more than RMB30 million. As of
February 2, 2024, Mr. Zhang Chuanwei has increased his shareholding
in the Company by 1,909,600 shares, accounting for 0.08% of the
total share capital of the Company (i.e., 2,271,759,206 shares),
and the amount of the increase is RMB20,097,275.00. The
implementation of the plan of increase in shareholding has been
completed. For details, please refer to the Announcement on the
Result of the Increase in Shareholding by the Chairman and Chief
Executive Officer and Actual Controller of the Company and the
Company's Action Program of "Enhancing Quality, Increasing
Efficiency and Focusing on Returns" disclosed by the Company on
February 3, 2024 (Announcement No. 2024-013).
Upon self-examination, except for
the above-mentioned overweight behaviors, other directors,
supervisors and executives, controlling shareholders and actual
controllers of the listed company have never bought or sold shares
of the Company within 6 months before the Board of Directors made a
resolution to repurchase shares, there was no conflict of interest
with this repurchase plan, and there was no insider trading or
market manipulation.
Upon inquiry, the directors,
supervisors and executives, controlling shareholders and actual
controllers of the Company confirm that they have no plans to
underweight their holdings during the repurchase period, and
currently they have no plans to overweight their holdings. If they
plan to overweight or underweight their holdings subsequently, the
Company will timely fulfill its information disclosure obligation
in accordance with relevant laws and regulations
strictly.
11.
Specific circumstance about that the listed company inquires the
directors, supervisors and executives, controlling shareholders,
actual controllers, and shareholders holding more than 5% of shares
about whether there is an underweight plan in the next 3 or 6
months
The Company has respectively sent
inquiries to directors, supervisors and executives, controlling
shareholders, actual controllers and shareholders holding more than
5% of shares about whether there is an underweight plan in the next
3 or 6 months. The response received by the Company is as
follows:
The directors, supervisors and
executives, controlling shareholders, actual controllers and
shareholders holding more than 5% of the shares of the Company have
no plans to underweight their stocks in the Company in the next 3
or 6 months.
12.
Relevant arrangements for legal cancellation or transfer after
share repurchase
The repurchased shares will be sold
by centralized competitive trading 12 months after the disclosure
of the announcement on the repurchase results and changes in
shares. If the Company fails to implement the aforementioned
purposes within 36 months after the completion of the share
repurchase, the unutilized portion will be cancelled, which will be
implemented in accordance with relevant laws, regulations and
policies. The Company will fulfill its information disclosure
obligations in a timely manner in accordance with the specific
implementation situation at that time.
13.
Relevant arrangements for the Company to prevent infringement upon
creditors' interests
The repurchased shares will not
affect the normal and continuous operation of the Company and will
not impair the Company' ability to pay back the debts. In case of
subsequent cancellation of the repurchased shares, the Company will
timely perform relevant decision-making procedures and notify all
creditors according to the Company Law and other relevant
regulations, so as to fully protect the legitimate rights and
interests of creditors and timely fulfill its information
disclosure obligation.
14.
Specific authorization for handling this share
repurchase
With a view to successfully,
efficiently and orderly completing the work related to this share
repurchase, the Board of Directors of the Company authorizes the
management of the Company to specifically handle the involved
matters, with the authorized content and scope including but not
limited to:
1. Repurchase shares at an opportune
time within the repurchase period, including but not limited to
specific time, price, quantity, etc. of repurchased
shares;
2. Determine the postpone maters of
the repurchase if the trading of the Company's shares is suspended
during the implementation period of the share repurchase
plan;
3. Handle relevant approval
procedures according to applicable laws, regulations, normative
documents and other relevant provisions, including but not limited
to authorizing, signing, executing, modifying and completing all
necessary documents, contracts and agreements related to such share
repurchase;
4. Authorize the management of the
Company to make corresponding adjustments to the specific plan for
share repurchase and other related matters, if there are changes in
the regulatory authorities' policies or market conditions regarding
the share repurchase, apart from the matters that require a re-vote
by the Board of Directors according to relevant laws, regulations
and the Articles of Association;
5. Adjust and modify the internal
governance systems of the Company such as the Articles of
Association according to relevant laws and regulations (including
but not limited to adjusting and modifying the words, chapters,
clauses, effective conditions, registered capital, etc. in the
Articles of Association), and handle matters such as approval,
change of registration and filing with the Administration for
Market Regulation and other relevant authorities after the
completion of this share deregistration, if the Company fails to
use the repurchased shares for the above purpose within 36 months
after the completion of this repurchase and deregister them
according to law;
6. Handle other matters not listed
above but necessary for such share repurchase according to
applicable laws, regulations and relevant provisions of the
regulatory authorities.
The above authorization commences
from the date of deliberation and adoption of this repurchase plan
by the Board of Directors to the date of completion of the above
authorization.
III. Uncertainty Risks Associated with the Repurchase
Plan
The uncertainty risks associated
with this share repurchase plan are as follows:
1. During repurchase period, due to
the stock price of the Company continues to exceed the price range
disclosed in the repurchase plan, results in the risk that the
repurchase plan cannot be implemented;
2. Due to significant changes in the
operation, financial position and external conditions of the
Company, there may be a risk of changing or terminating this
repurchase plan;
3. The repurchased shares in the
specific accounts fail to be disposed before the expiry of the
holding period, resulting in the risk that such shares need to be
cancelled;
4. The risk that in the event that
the regulatory authorities promulgate new laws, regulations and
normative documents related to the repurchase, may result in the
relevant terms of this repurchase required to be adjusted
accordingly during the implementation.
IV.
OTHER RELEVANT INFORMATION
According to relevant regulations,
the Company has applied to open a special account for share
repurchase at the Shanghai Branch of China Securities Depository
and Clearing Corporation Limited. The special account is as
follows:
Name of holder: the special
securities account of Ming Yang Smart Energy Group Co., Ltd. for
repurchase
Securities account numbers:
B883428573
Ming Yang
Smart Energy Group Limited
20
February, 2024