Repurchase and Cancellation of Restricted Shares

Ming Yang Smart Energy Group Ltd

26 September 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 Repurchase and Cancellation of the Restricted Shares Granted to Certain Incentive Participants but Remaining Locked-up Under the 2019 Restricted Stock Incentive Scheme

Important Notice:

Number of restricted stocks repurchased and cancelled: 224,500

Repurchase price of restricted stocks: RMB4.591 per share for incentive recipients granted for the first time and RMB7.759 per share for incentive recipients reserved for grant

Ming Yang Smart Energy Group Co., Ltd. (hereinafter referred to as "Ming Yang Smart Energy" or 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, the repurchase and cancellation of the restricted stocks granted, but not yet released, to certain participants under the 2019 Restricted Stock Incentive Plan of the Company was made. The relevant matters are now explained as follows:

I. Decision-making procedures and information disclosures performed

1. On 26 August 2019, the Company held the 25th meeting of the first session of the Board of Directors and the 18th meeting of the first session of the Board of Supervisors, at which, resolutions such as the 2019 Restricted Stock Incentive Plan (Draft) and Summary and the Administrative Measures for the Implementation and Assessment of the 2019 Restricted Stock Incentive Plan were considered and adopted. The independent Directors issued independent opinions for approval. The Board of Supervisors verified the incentive recipients of the incentive plan and issued verification opinions.

2. On 20 April 2020, the Company held the third meeting of the second session of the Board of Directors and the third meeting of the second session of the Board of Supervisors, at which, resolutions such as the 2019 Restricted Stock Incentive Plan (Amended Draft) and Summary and the Resolution on the Proposal to the General Meeting to Authorize the Board of Directors to Handle Matters Related to the Company's Restricted Stock Incentive Plan were considered and adopted. The independent Directors issued independent opinions for approval. The Board of Supervisors verified the incentive recipients of the incentive plan and issued verification opinions.

3. From 22 April 2020 to 2 May 2020, the Company internally publicized the names and positions of the intended incentive recipients. After the expiration of the publicity period, the Board of Supervisors verified the list of incentive recipients granted for the first time under the Stock Incentive Plan and explained the publicity situation.

4. On 13 May 2020, the Company held the 2019 annual general meeting, at which, resolutions such as the 2019 Restricted Stock Incentive Plan (Amended Draft) and Summary, the Resolution on the Proposal to the General Meeting to Authorize the Board of Directors to Handle Matters Related to the Company's Restricted Stock Incentive Plan and the Administrative Measures for the Implementation and Assessment of the 2019 Restricted Stock Incentive Plan were considered and adopted. Meantime, the Company conducted a self-examination on the dealings in the Company's stocks by insiders of the Stock Incentive Plan, and found no relevant insiders using the inside information to purchase or sell the Company's stocks.

5. On 20 May 2020, the Company held the fifth meeting of the second session of the Board of Directors and the fifth meeting of the second session of the Board of Supervisors, at which, resolutions such as the Resolution on Adjusting Matters Related to the 2019 Restricted Stock Incentive Plan and the Resolution on the Grant of Restricted Stocks to Incentive Recipients Granted for the First Time were considered and adopted. The Company's independent Directors issued independent opinions, and believed that the qualifications of the incentive recipients were legal and valid, and the fixed grant date complied with relevant regulations. The Board of Supervisors verified the incentive recipients of the incentive plan and issued verification opinions.

6. On 7 July 2020, the Company granted a total of 23.3404 million shares to 220 incentive recipients for the first time, and completed registration with the Shanghai Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as the "CSDC").

7. On 12 May 2021, the Company held the 20th meeting of the second session of the Board of Directors and the 16th meeting of the second session of the Board of Supervisors, at which, the Resolution on the Grant of the Reserved Portion of Restricted Stocks to Incentive Recipients under the 2019 Restricted Stock Incentive Plan was considered and adopted. The independent Directors issued independent opinions for approval, the Board of Supervisors verified the incentive recipients for the reserved portion, and Beijing Tianyuan 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 intended incentive recipients for the reserved portion. After the expiration of the publicity period, the Board of Supervisors verified the list of incentive recipients for the reserved portion and explained the publicity situation.

9. On 9 June 2021, the Company held the 21st meeting of the second session of the Board of Directors and the 17th meeting of the second session of the Board of Supervisors, at which, the Resolution on Adjusting the Grant Price for the Reserved Grant and the Repurchase Price for the First Grant under the 2019 Restricted Stock Incentive Plan, the Resolution on the Repurchase and Cancellation of Restricted Shares granted to Certain Incentive Participants but not yet Released and the Resolution on the Achievement of the Unlocking Conditions of the First Tranche of Restricted Shares of the First Grant under 2019 Restricted Stock Incentive Plan were considered and adopted, and pursuant to the authorization of the Company's 2019 annual general meeting, (1) the grant price of the reserved portion of the Company's 2019 Restricted Stock Incentive Plan was adjusted from RMB8.39 per share to RMB8.284 per share, and the repurchase price for the first grant was adjusted from RMB5.222 per share to RMB5.116 per share; (2) it was agreed to repurchase and cancell 100,000 restricted stocks held by 3 retired incentive recipients which had been granted but not yet been released. The above shares were cancelled on 10 August 2021; and (3) it was agreed to handle the procedures for lifting the sales restrictions for a total of 5,810,100 restricted stocks held by 217 incentive recipients who met the conditions for lifting the sales restrictions. The above shares were listed and circulated on 9 July 2021. The independent Directors issued independent opinions for approval, and Beijing Tianyuan Law Firm issued a legal opinion.

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

11. On 21 February 2022, the Company held the 28th meeting of the second session of the Board of Directors and the 24th meeting of the second session of the Board of Supervisors, 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 472,500 restricted stocks held by 8 retired incentive recipients 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 above shares were cancelled on 23 May 2022.

12. On 28 June 2022, the Company held the 32nd meeting of the second session of the Board of Directors and the 28th meeting of the second session of the Board of Supervisors, at which, the Resolution on Adjusting the Repurchase Price of the First Grant and the Reserved Grant under 2019 Restricted Stock Incentive Plan and the Resolution on the Achievement of the Unlocking Conditions of the Second Tranche of Restricted Shares of the First Grant under 2019 Restricted Stock Incentive Plan were considered and adopted, and pursuant to the authorization of the Company's 2019 annual general meeting, (1) the repurchase price for the first grant under the Company's 2019 Restricted Stock Incentive Plan was adjusted from RMB5.116 per share to RMB4.895 per share,and the repurchase price for the reserved portion was adjusted from RMB8.284 per share to RMB8.063 per share; and (2) it was agreed to handle the procedures for lifting the sales restrictions for a total of 5,667,600 restricted stocks held by 211 incentive recipients who met the conditions for lifting the sales restrictions, and the above shares were listed and circulated on 7 July 2022. The independent Directors issued independent opinions for approval, and Beijing Tianyuan Law Firm issued a legal opinion.

13. On 10 November 2022, the Company held the 35th meeting of the second session of the Board of Directors and the 31st meeting of the second session of the Board of Supervisors, at which, the Resolution on the Achievement of the Unlocking Conditions of the First Tranche of Restricted Shares of the Reserved Grant under 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 handle the procedures for lifting the sales restrictions for a total of 1,628,400 restricted stocks held by 100 incentive recipients who met the conditions for lifting the sales restrictions. The above shares were listed and circulated on 23 November 2022. The independent Directors issued independent opinions for approval, and Beijing Tianyuan Law Firm issued a legal opinion.

14. On 17 March 2023, the Company held the 37th meeting of the second session of the Board of Directors and the 32nd meeting of the second session of the Board of Supervisors, 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 102,000 restricted stocks held by 6 retired incentive recipients 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 above shares were cancelled on 22 May 2023.

15. On 18 July 2023, the Company held the 40th meeting of the second session of the Board of Directors and the 35th meeting of the second session of the Board of Supervisors, at which, the Resolution on Adjusting the Repurchase Price of the First Grant and the Reserved Grant under 2019 Restricted Stock Incentive Plan was considered and adopted, and it was agreed to adjust the repurchase price for the first grant under the Company's 2019 Restricted Stock Incentive Plan from RMB4.895 per share to RMB4.591 per share and the repurchase price for the reserved portion from RMB8.063 per share to RMB7.759 per share. The independent Directors issued unanimous independent opinions on the above-mentioned relevant matters, and Beijing Tianyuan Law Firm issued a legal opinion accordingly.

16. On 11 September 2023, the Company held 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, at which, the Resolution on the Achievement of the Unlocking Conditions of the Third Tranche of Restricted Shares of the First Grant under 2019 Restricted Stock Incentive Plan was considered and adopted, and it was agreed to handle the procedures for lifting the sales restrictions for a total of 5,582,600 restricted stocks held by 206 incentive recipients who met the conditions for lifting the sales restrictions. The independent Directors issued independent opinions for approval, and Beijing Tianyuan Law Firm issued a legal opinion.

17. On 26 September 2023, 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, 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.

In conclusion, the 2019 Restricted Stock Incentive Plan of the Company has fulfilled the relevant approval procedures, details of which are set out in the relevant announcements and documents disclosed by the Company in the designated information disclosure media.

II. Reasons, quantity and price for the Repurchase and Cancellation of the Restricted Stocks

In accordance with the relevant provisions of the Administrative Measures for Share Incentives of Listed Companies and the 2019 Restricted Stock Incentive Plan (Amended Draft), the incentive recipients participating in the incentive plan do not include supervisors of the Company; for the incentive recipients who leave office due to resignation or layoffs of the Company, their Restricted Shares granted but restrictions not yet released shall not be released from the locked period, and shall repurchased and cancelled by the Company at the price of the grant; and upon completion of registration of the Restricted Shares granted to the incentive recipients, in case of capitalisation issue, bonus issue, sub-division of share capital, rights issue, share consolidation or distribution of dividends or other matters affecting the total share capital of the Company or the price of the Company's shares, the Company shall make corresponding adjustments to the repurchase price of the restricted shares that have not yet been released from locked period.

Three incentive recipients granted for the first time and one incentive recipient reserved for grant under the 2019 Restricted Stock Incentive Plan were ineligible as incentive recipients due to leaving their jobs for personal reasons or having been elected as a Supervisor of the Company, and the Company repurchased and canceled the 224,500 restricted shares held by the above four former incentive recipients that had been granted but not yet released from restrictions at the price of RMB 4.591 per share (adjusted) for the portion of the first grant and RMB 7.759 per share (adjusted) for the portion of the reserved for grant. For details, please refer to the ''Announcement on Adjustment of the Repurchase Price of the First Grant Portion and the Reserved Portion of the 2019 Restricted Stock Incentive Plan'' (Announcement No.:2023-049), which was disclosed by the Company in the designated information disclosure media on 19 July 2023.

Pursuant to the authorization of the Company's 2019 annual general meeting, the resolution on the repurchase and cancellation does not need to be submitted to the general meeting for consideration.

In conclusion, the repurchase and cancellation of 224,500 shares of restricted shares, with a repurchase amount of RMB1,052,855.50, was financed by the Company's own funds.

III. Expected changes in the Company's shareholding structure of the Company before and after the repurchase

Upon completion of the repurchase and cancellation of the restricted shares, it will result in a reduction of 224,500 shares with selling restrictions conditions of the Company, and a reduction of 224,500 the total number of shares of the Company, and the changes in share capital are as follows:

Unit: Share

Category	Before the change	the Change	After the change
Shares subject to selling restrictions	9,475,200	-224,500	9,250,700
shares not subject to selling restrictions	2,262,508,506		2,262,508,506
Total	2,271,983,706	-224,500	2,271,759,206

Note: The above changes in share capital structure are subject to the share capital structure table issued by CSDC after the completion of the repurchase and cancellation.

IV. Impact on the company's performance

This repurchase and cancellation of the restricted shares will not materially affect the financial position and results of operations of the Company. The management of the Company will continue to work diligently and strive to create value for the Shareholders.

V. Opinions of Independent Directors

In view of the fact that three incentive recipients granted for the first time and one incentive recipient reserved for grant under the 2019 Restricted Stock Incentive Plan were ineligible as incentive recipients due to leaving their jobs for personal reasons or having been elected as a Supervisor of the Company, and the Company repurchased and canceled the 224,500 restricted shares held by the above-mentioned 4 individuals that had been granted but not yet released from restrictions at the price of RMB 4.591 per share (adjusted) for the portion of the first grant and RMB 7.759 per share (adjusted) for the portion of the reserved for grant. The repurchase and cancellation of the restricted Shares by the Company are in compliance with the Administrative Measures for Share Incentives of Listed Companies and the 2019 Restricted Stock Incentive Plan (Amended Draft), and will not prejudice the interests of the Company and all Shareholders. As such, we agree with the repurchase and cancellation.

VI. Opinions of the Board of Supervisors

In accordance with the Administrative Measures for Share Incentives of Listed Companies and the 2019 Restricted Stock Incentive Plan (Amended Draft), three incentive recipients granted for the first time and one incentive recipient reserved for grant under the 2019 Restricted Stock Incentive Plan were ineligible as incentive recipients due to leaving their jobs for personal reasons or having been elected as a Supervisor of the Company, and there was no prejudice to the interests of the Company and all of the shareholders to carry out the repurchase at the repurchase price. Therefore, the Board of Supervisors agreed to repurchase and cancel 224,500 restricted shares which had been granted to the above-mentioned 4 individuals but had not been released from restriction of sale.

VII. Conclusion of the Legal Opinion

Beijing Tian yuan Law Firm has issued a legal opinion on the repurchase and cancellation of restricted shares which have been granted to certain incentive recipients but have not yet been released from restriction of sale, and considers that (1) the approval and authorization procedures which have been performed by Ming Yang Smart Energy in respect of the Share Incentive Plan are in compliance with the Company Law, the Securities Law, the Measures for Administration of Share Incentives for Listed Companies and other laws, regulations and normative documents as well as relevant provisions of the 2019 Restricted Stock Incentive Plan (Amended Draft); (2) the necessary approvals and authorizations have been obtained for the repurchase and cancellation of restricted shares which have been granted to certain incentive recipients but have not yet been released from restriction of sale, and the reasons, quantity and adjusted price for the repurchase and cancellation of restricted shares which have been granted to certain incentive recipients but have not yet been released from restriction of sale are in compliance with the Company Law, the Securities Law, the Measures for Administration of Share Incentives for Listed Companies and other laws, regulations and normative documents as well as relevant provisions of the 2019 Restricted Stock Incentive Plan (Amended Draft).

Ming Yang Smart Energy Group Limited

26 September 2023

 

END