Adjusting Repurchase Prices of Incentive Scheme

Ming Yang Smart Energy Group Ltd

05 August 2024

 

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 Adjusting the Repurchase Prices of the First Grant and the Reserved Portion under the 2019 Restricted Share Incentive Scheme

Important Notice:

l The repurchase price for the first grant has been adjusted from RMB4.591 per share to RMB4.287 per share

l The repurchase price for the reserved portion has been adjusted from RMB7.759 per share to RMB7.455 per share

Ming Yang Smart Energy Group Limited (the "MYSE" or "Company") held the 11th meeting of the third session of Board of Directors and the 7th meeting of the third session of Board of Supervisors on 5 August 2024, and considered and approved the Resolution on Adjustments to the Repurchase Prices for the First Grant and Reserved Portion Under the 2019 Restricted Share Incentive Scheme in accordance with the authorization of the Company's 2019 annual general meeting. Details of relevant matters are as follows:

I. Decision-making procedures and information disclosure that have been implemented

1. On 26 August 2019, the Company held the 25th meeting of the first session of Board of Directors and the 18th meeting of the first session of Board of Supervisors, and considered and approved the 2019 Restricted Share Incentive Scheme (Draft) and Summary and 2019 Restricted Share Incentive Scheme Implementation Assessment Management Measures and other resolutions. The independent Directors expressed their independent opinions of consent in this regard. The Board of Supervisors verified the participants of this incentive scheme and expressed their verification opinions.

2. On 20 April 2020, the Company held the third meeting of the second session of Board of Directors and the third meeting of the second session of Board of Supervisors, and considered and approved the 2019 Restricted Share Incentive Scheme (Draft Revised) and Summary and Resolution on Proposal to the General Meeting to Authorize the Board of Directors to Handle Matters related to the Company's Restricted Share Incentive Scheme. The independent Directors expressed their independent opinions of consent in this regard. The Board of Supervisors verified the participants of this incentive scheme and expressed their verification opinions.

3. From 22 April 2020 to 2 May 2020, the Company internally publicized the names and positions of the proposed participants. After the expiration of the publicity period, the Board of Supervisors verified the list of participants of the first grant under this equity incentive scheme and explained the publicity.

4. On 13 May 2020, the Company held the 2019 annual general meeting, and considered and approved the 2019 Restricted Share Incentive Scheme (Draft Revised) and Summary, Resolution on Proposal to the General Meeting to Authorize the Board of Directors to Handle Matters related to the Company's Restricted Share Incentive Scheme and 2019 Restricted Share Incentive Scheme Implementation Assessment Management Measures. Meanwhile, the Company conducted a self-examination on the trading of the Company's shares by owners of inside information of this equity incentive scheme, and found no behavior of relevant owners using inside information for trading of the Company's shares.

5. On 20 May 2020, the Company held the fifth meeting of the second session of Board of Directors and the fifth meeting of the second session of Board of Supervisors, and considered and approved the Resolution on Adjustments to the 2019 Restricted Share Incentive Scheme and Resolution on Grant of Restricted Shares to the Participants of First Grant. The Company's independent Directors expressed their independent opinions on this regard, believing that the qualifications of the participants are legal and valid, and the determined grant date complies with relevant regulations. The Board of Supervisors verified the participants of this incentive scheme and expressed their verification opinions.

6. On 7 July 2020, the Company made the first grant of a total of 23.3404 million shares to 220 participants of the first grant and completed the registration with the Shanghai Branch of China Securities Depository and Clearing Corporation Limited (the "CSDC").

7. On 12 May 2021, the Company held the 20th meeting of the second session of Board of Directors and the 16th meeting of the second session of Board of Supervisors, and considered and approved the Resolution on Grant of Reserved Restricted Shares to Participants Under the 2019 Restricted Share Incentive Scheme. The independent Directors expressed their independent opinions of consent in this regard, the Board of Supervisors verified the participants of the reserved portion, and Tian Yuan Law Firm issued a legal opinion.

8. From 15 May 2021 to 24 May 2021, the Company internally publicized the names and positions of the proposed participants of the reserved portion. After the expiration of the publicity period, the Board of Supervisors verified the list of participants of the reserved portion and explained the publicity.

9. On 9 June 2021, the Company held the 21st meeting of the second session of Board of Directors and the 17th meeting of the second session of Board of Supervisors, and considered and approved the Resolution on Adjustments to the Grant Price of the Reserved Portion and the Repurchase Price of the First Grant Under the 2019 Restricted Share Incentive Scheme, the Resolution on Repurchase and Cancellation of Restricted Shares Granted to Certain Participants but not yet Unlocked, and the Resolution on Lifting Selling Restrictions in the First Tranche of the First Grant Under the 2019 Restricted Share Incentive Scheme, agreeing to (1) adjust the grant price of the reserved portion under the Company's 2019 Restricted Share Incentive Scheme from RMB8.39 per share to RMB8.284 per share, and adjust the repurchase price of the first grant from RMB5.222 per share to RMB5.116 per share; (2) repurchase and cancel 100,000 restricted shares held by three former participants that had been granted but not yet unlocked (the above-mentioned shares were cancelled on 10 August 2021); and (3) handle the relevant procedures for lifting selling restrictions on a total of 5,810,100 restricted shares held by 217 participants who met the conditions for lifting selling restrictions (the above-mentioned shares have been listed and circulated since 9 July 2021) in accordance with the authorization of the Company's 2019 annual general meeting. The independent Directors expressed their independent opinions of consent in this regard, and Tian Yuan Law Firm issued a legal opinion.

10. On 17 September 2021, the Company granted a total of 5.498 million reserved restricted shares to 103 participants at a price of RMB8.284 per share, and completed registration with CSDC.

11. On 21 February 2022, the Company held the 28th meeting of the second session of Board of Directors and the 24th meeting of the second session of Board of Supervisors, and considered and approved the Resolution on Repurchase and Cancellation of Restricted Shares Granted to Certain Participants but not yet Unlocked of the 2019 Restricted Share Incentive Scheme, agreeing to repurchase and cancel 472,500 restricted shares held by 8 resigned participants that had been granted but not yet unlocked in accordance with the authorization of the Company's 2019 annual general meeting. The independent Directors expressed their independent opinions of consent in this regard, and Tian Yuan Law Firm issued a legal opinion. The above-mentioned shares were cancelled on 23 May 2022.

12. On 28 June 2022, the Company held the 32nd meeting of the second session of Board of Directors and the 28th meeting of the second session of Board of Supervisors, and considered and approved the Resolution on Adjustments to the Repurchase Prices of the First Grant and Reserved Portion under the 2019 Restricted Share Incentive Scheme and the Resolution on Lifting Selling Restrictions in the Second Tranche of the First Grant Under the 2019 Restricted Share Incentive Scheme, agreeing to (1) adjust the repurchase price of the first grant under the 2019 Restricted Share Incentive Scheme of the Company from RMB5.116 per share to RMB4.895 per share, and the repurchase price of the reserved portion from RMB8.284 per share to RMB8.063 per share; and (2) handle the relevant procedures for lifting selling restrictions on a total of 5,667,600 restricted shares held by 211 participants who met the conditions for lifting selling restrictions (the above-mentioned shares have been listed and circulated since 7 July 2022) in accordance with the authorization of the Company's 2019 annual general meeting. The independent Directors expressed their independent opinions of consent in this regard and Tian Yuan Law Firm issued a legal opinion.

13. On 10 November 2022, the Company held the 35th meeting of the second session of Board of Directors and the 31st meeting of the second session of Board of Supervisors, and considered and approved the Resolution on Lifting Selling Restrictions in the First Tranche of the Reserved Portion Under the 2019 Restricted Share Incentive Scheme, agreeing to handle the relevant procedures for lifting selling restrictions on the 1,628,400 restricted shares held by 100 participants that met the conditions for lifting selling restrictions in accordance with the authorization of the Company's 2019 annual general meeting. The above-mentioned shares have been listed and circulated since 23 November 2022. The independent Directors expressed their independent opinions of consent in this regard, and Tian Yuan Law Firm issued a legal opinion.

14. On 17 March 2023, the Company held the 37th meeting of the second session of Board of Directors and the 32nd meeting of the second session of Board of Supervisors, and considered and approved the Resolution on Repurchase and Cancellation of Restricted Shares Granted to Certain Participants but not yet Unlocked of the 2019 Restricted Share Incentive Scheme, agreeing to repurchase and cancel 102,000 restricted shares held by 6 resigned participants that had been granted but not yet unlocked in accordance with the authorization of the Company's 2019 annual general meeting. The independent Directors expressed their independent opinions of consent in this regard, and Tian Yuan Law Firm issued a legal opinion. The above-mentioned shares were cancelled on 22 May 2023.

15. On 18 July 2023, the Company held the 40th meeting of the second session of Board of Directors and the 35th meeting of the second session of Board of Supervisors, and considered and approved the Resolution on Adjustments to the Repurchase Prices of the First Grant and Reserved Portion Under the 2019 Restricted Share Incentive Scheme, agreeing to adjust the repurchase price of the first grant under the 2019 Restricted Share Incentive Scheme from RMB4.895 per share to RMB4.591 per share, and the repurchase price of the reserved portion from RMB8.063 per share to RMB7.759 per share. The independent Directors expressed their independent opinions of consent on the above-mentioned related matters, and Tian Yuan Law Firm issued a legal opinion accordingly.

16. On 11 September 2023, the Company held the 42nd meeting of the second session of Board of Directors and the 37th meeting of the second session of Board of Supervisors, and considered and approved the Resolution on Lifting Selling Restrictions in the Third Tranche of the First Grant Under the 2019 Restricted Share Incentive Scheme, agreeing to handle the relevant procedures for lifting selling restrictions on a total of 5,582,600 restricted shares held by 206 participants that meet the conditions for lifting selling restrictions. The above-mentioned shares have been listed and circulated since 21 September 2023. The independent Directors expressed their independent opinions of consent in this regard, and Tian Yuan Law Firm issued a legal opinion.

17. On 26 September 2023, the Company held the first meeting of the third session of Board of Directors and the first meeting of the third session of Board of Supervisors, and considered and approved the Resolution on Repurchase and Cancellation of Restricted Shares Granted to Certain Participants but not yet Unlocked of the 2019 Restricted Share Incentive Scheme, agreeing to repurchase and cancel 224,500 restricted shares that had been granted but not yet unlocked held by 4 participants who resigned for personal reasons or were elected as Supervisors of the Company and no longer qualified as participants in accordance with the authorization of the Company's 2019 annual general meeting. The independent Directors expressed their independent opinions of consent in this regard, and Tian Yuan Law Firm issued a legal opinion. The above-mentioned shares were cancelled on 23 November 2023.

18. On 28 February 2024, the Company held the sixth meeting of the third session of Board of Directors and the fourth meeting of the third session of Board of Supervisors, and considered and approved the Resolution on Lifting Selling Restrictions in the Second Tranche of the Reserved Portion Under the 2019 Restricted Share Incentive Scheme and the Resolution on Repurchase and Cancellation of Restricted Shares Granted to Certain Participants but not yet Unlocked, agreeing to (1) handle the relevant procedures for lifting selling restrictions on a total of 1,589,400 restricted shares held by 94 participants that meet the conditions for lifting selling restrictions; and (2) repurchase and cancel 165,000 restricted shares granted but not yet unlocked held by 7 participants that have resigned or failed the assessment. The independent Directors expressed their independent opinions of consent in this regard, and Tian Yuan Law Firm issued a legal opinion.

19. On 5 August 2024, the Company held the 11th meeting of the third session of Board of Directors and the 7th meeting of the third session of Board of Supervisors, and considered and approved the Resolution on Adjustments to the Repurchase Prices of the First Grant and Reserved Portion Under the 2019 Restricted Share Incentive Scheme, agreeing to adjust the repurchase price of the first grant under the 2019 Restricted Share Incentive Scheme from RMB4.591 per share to RMB4.287 per share, and the repurchase price of the reserved portion from RMB7.759 per share to RMB7.455 per share. Tian Yuan Law Firm issued a legal opinion accordingly.

In view of the above, the Company's 2019 Restricted Share Incentive Scheme has fulfilled the relevant approval procedures. For details, please refer to the relevant announcements and documents disclosed by the Company on the designated information disclosure media.

II. Description of such adjustments

In accordance with the Resolution on the Profit Distribution Scheme for 2023 and the Announcement on Adjustments to the Total Cash Dividends for Profit Distribution in 2023 considered and approved by the Company's 2023 annual general meeting, the Company completed the equity distribution on 5 July 2024, declaring a cash dividend of RMB3.0410 (tax inclusive) per 10 shares to all shareholders, with a total cash dividend of RMB653,959,210.91 (tax inclusive).

According to the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies and the 2019 Restricted Share Incentive Scheme (Draft Revised), after the restricted shares granted to the participants complete the share registration, if the Company encounters events including conversion of capital reserves into share capital, distribution of stock dividends, shares subdividing, allotment or reduction of shares, distribution of dividends that affect the Company's total share capital or the Company's share price, the Company shall make corresponding adjustments to the repurchase price of the restricted shares that have not yet been unlocked.

1. The adjustment to the repurchase price of the first grant shall be as follows:

The repurchase price after the adjustment of the first grant of restricted shares shall be: P = P0 - V = RMB4.591 per share - RMB0.3041 per share ≈ RMB4.287 per share. (Where: P0 shall be the repurchase price per restricted share before adjustment; V shall be the dividend per share; P shall be the repurchase price per restricted share after adjustment).

2. The adjustment to the repurchase price of the reserved portion shall be as follows:

The repurchase price after the adjustment of the reserved restricted shares shall be: P = P0 - V = RMB7.759 per share - RMB0.3041 per share ≈ RMB7.455 per share. (Where: P0 shall be the repurchase price per restricted share before adjustment; V shall be the dividend per share; P shall be the repurchase price per restricted share after adjustment).

In addition to the above adjustments, the other contents of the Restricted Share Incentive Scheme implemented this time are consistent with the incentive scheme considered and approved by the Company's 2019 annual general meeting. In accordance with the authorization of the Company's 2019 annual general meeting, such adjustments do not need to be submitted to the general meeting for consideration.

III. Impact of such adjustments on the Company

The adjustments to matters related to the Restricted Share Incentive Scheme is in compliance with the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies and the 2019 Restricted Share Incentive Scheme (Draft Revised), and is in line with the actual situation of the Company and will not have a substantial impact on the Company's financial position and operating results.

IV. Review opinions of the Remuneration and Appraisal Committee of the Board of Directors

The Company's adjustments to the repurchase prices of the first grant and reserved portion under the Share Incentive Scheme is in compliance with the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies and the 2019 Restricted Share Incentive Scheme (Draft Revised), and such adjustments have been authorized by the Company's general meeting and have fulfilled the necessary procedures. Therefore, we unanimously agree that the Company's adjustments to the repurchase prices of the first grant and reserved portion under the 2019 Share Incentive Scheme.

V. Opinions of the Board of Supervisors

The adjustments to the repurchase prices of the first grant and reserved portion under the Restricted Share Incentive Scheme is in compliance with the relevant laws and regulations including the Administrative Measures for Equity Incentives of Listed Companies and does not harm the interests of the Company and all shareholders. We agree to the adjustments to the repurchase prices of the first grant and reserved portion under the Company's Restricted Share Incentive Scheme.

VI. Conclusions of legal opinion

Tian Yuan Law Firm issued a legal opinion on the adjustments to the repurchase prices of the first grant and reserved portion under the 2019 Restricted Share Incentive Scheme, and considered that: the approval and authorization procedures that MYSE has fulfilled for this equity incentive scheme are in compliance with the relevant provisions of the Company Law, Securities Law, Administrative Measures for Equity Incentives of Listed Companies and other laws, regulations and normative documents and the Incentive Scheme (Draft Revised). The adjustments to the repurchase prices have obtained the necessary approval and authorization, and it is in compliance with the relevant provisions of the Company Law, Securities Law, Administrative Measures for Equity Incentives of Listed Companies and other laws, regulations and normative documents and the 2019 Restricted Share Incentive Scheme (Draft Revised).

Ming Yang Smart Energy Group Limited

5 August, 2024

 

END