Repurchase and Cancellation of Restricted Shares

Ming Yang Smart Energy Group Ltd

20 November 2023

 

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 of Repurchase and Cancellation of Certain Restricted Shares Granted Under the Equity Incentives Scheme

Important notice:

l The Reasons for the Repurchase and Cancellation: Given that certain incentive participants under the 2019 Restricted Share Incentive Scheme of Ming Yang Smart Energy Group Limited (the "Company") who resigned due to personal reasons or were elected as Supervisors, the Company decided to repurchase and cancel the above-mentioned 224,500 restricted shares granted but not yet released according to the relevant requirements of the equity incentive scheme of the Company.

l Information on shares to be cancelled:

Number of shares to be repurchased (in share)	Number of shares to be cancelled (in share)	Cancellation Date
224,500	224,500	23 November 2023

I.    Decision-making Procedures Performed and Information Disclosure of the Repurchase and Cancellation of Restricted Shares

According to the authorisation of the 2019 annual general meeting of the Company, the Company held 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 on 26 September 2023, at which the Resolution on the Repurchase and Cancellation of the Restricted Stocks Granted, but not yet Released, to Certain Participants under the 2019 Restricted Stock Incentive Plan was considered and adopted, and pursuant to the authorization of the Company's 2019 annual general meeting, it was agreed to repurchase and cancell 224,500 restricted stocks held by 4 unqualified incentive recipients who resigned due to personal reasons or were elected as Supervisors which had been granted but not yet been released. The independent Directors issued independent opinions for approval, and Beijing Tianyuan Law Firm issued a legal opinion..

The Company has performed the procedures on notifying creditors of the Repurchase and Cancellation of Restricted Shares in accordance with the law. As at the date of this announcement, the notification period has expired for 45 days, and the Company has received no declaration from creditors requesting debt repayment or provision of guarantees.

II.  Repurchase and Cancellation of Restricted Shares

(I)  The Reasons and Basis for the Repurchase and Cancellation of Restricted Shares

According to the relevant requirements of the Administrative Measures on Equity Incentives of Listed Companies (the "Administrative Measures on Equity Incentives") and the 2019 Restricted Equity Incentive Scheme (Revised Draft) of the Company (the "Equity Incentive Scheme (Revised Draft)"), four incentive participants under the 2019 Restricted Equity Incentive Scheme resigned due to personal reasons or were elected as Supervisors and are no longer qualified as incentive participants. According to the authorisation of the 2019 annual general meeting of the Company, the Board decided to repurchase and cancel the 224,500 restricted shares granted but not yet unlocked held by such incentive participants.

(II) Relevant Participants and the Number of the Repurchase and Cancellation

The Repurchase and Cancellation of Restricted Shares involves four incentive participants, including three incentive participants under the first grant and one incentive participants under the reserved grant. A total of 224,500 restricted shares are proposed to be repurchased and cancelled, and there remains 9,250,700 shares subject to lock-up under the 2019 Restricted Equity Incentive Scheme upon the completion of the repurchase and cancellation of restricted shares.

(III)      Arrangement of the Repurchase and Cancellation

The Company has opened a special securities account for the Repurchase at the Shanghai Branch of China Securities Depository and Clearing Corporation Limited (the "CSDCC") and submitted an application for the repurchase and cancellation of restricted shares to the CSDCC. The cancellation of restricted shares is expected to complete on 23 November 2023.

III. Expected Changes in the Shareholding Structure of the Company Upon the Completion of the Repurchase and Cancellation of Restricted Share

Upon the Completion of the repurchase and cancellation of restricted shares, the expected changes in share capital are as follows:

Unit: share

Type	Before the change	The number of shares related to current change	After the change
Shares subject to lock-up	9,475,200	-224,500	9,250,700
Shares not subject to lock-up	2,262,508,506		2,262,508,506
Total	2,271,983,706	-224,500	2,271,759,206

IV. Explanations and Commitments

The Board of the Company believes that the decision-making procedures performed and information disclosure in relation to the Repurchase and Cancellation of Restricted Shares are in compliance with the relevant requirements of the Administrative Measures on Equity Incentives and other laws and regulations and the arrangements of the Equity Incentive Scheme and agreements related to the grant of restricted shares, and will cause no damage to the legitimate rights and interests of incentive participants and the interests of creditors.

The Company undertakes that the Company has verified and guaranteed that the information on incentive participants, the number of shares and the cancellation date in relation to the Repurchase and Cancellation of Restricted Shares is true, accurate and complete and that relevant incentive participants has been fully informed of and express no objection to the Repurchase and Cancellation. In case of any disputes arising from the Repurchase and Cancellation or in connection with any incentive participants, the Company will undertake the relevant legal responsibilities arising therefrom on its own.

V.   Conclusion on the Legal Opinion

Beijing Tian Yuan Law Firm has issued a legal opinion on the repurchase and cancellation of the restricted shares that have been granted to the incentive participants but not yet unlocked, and the law firm is of the opinion that (1) the approval and authorisation procedures went through by Ming Yang Smart in respect of the Share Incentive Scheme are in compliance with the relevant laws, regulations and normative documents such as the Company Law, the Securities Law, the Administrative Measures on Equity Incentives of Listed Companies and the relevant requirements of the 2019 Restricted Equity Incentive Scheme (Revised Draft); and (2) the necessary approvals and authorisations have been obtained for the repurchase and cancellation of the restricted shares that have been granted to the participants but not yet unlocked. The reasons for the repurchase and cancellation of the restricted shares granted to certain participants but not yet unlocked and the number and the adjusted prices of such shares are in compliance with the requirements of the Company Law, the Securities Law, the Administrative Measures on Equity Incentives of Listed Companies and other laws, regulations and normative documents and the requirements of the 2019 Restricted Equity Incentive Scheme (Revised Draft).

Ming Yang Smart Energy Group Limited

20 November, 2023

 

END