Repurchase and Cancellation of Restricted Shares

Ming Yang Smart Energy Group Ltd

29 May 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 the Implementation of the Repurchase and Cancellation of Certain Equity Incentive Restricted Shares

 

Important Notice:

l Reasons for the repurchase and cancellation: Under the 2019 Restricted Share Incentive Scheme of Ming Yang Smart Energy Group Limited (the "Company"), certain participants are not qualified as participants due to their departure from the Company or failure in the appraisal. In accordance with the relevant provisions of the Company's Incentive Scheme, the Company repurchased and cancelled the aforesaid 165,000 restricted shares which have been granted but not yet unlocked.

l Relevant information on the cancellation of shares:

Number of shares repurchased (shares)	Number of shares cancelled (shares)	Cancellation date
165,000	165,000	3 June 2024

I. Decision and Information Disclosure of the Repurchase and Cancellation of Restricted Shares

Pursuant to the authorization of the 2019 annual general meeting of the Company, the Company convened the sixth meeting of the third session of the Board of Directors and the fourth meeting of the third session of the Supervisory Committee of the Company on 28 February 2024, considered and approved the Resolution in relation to Repurchase and Cancellation of 2019 Restricted Share Incentive Scheme Restricted Shares Granted to Certain Participants but not yet Unlocked, agreeing that the Company to repurchase and cancel the 165,000 restricted shares held by 7 participants who had resigned due to personal reasons or failed in the appraisal which have been granted but not yet unlocked. Tian Yuan Law Firm (北京市天元律師事務所) has issued its legal opinions in this regard.

The Company has fulfilled the procedures of notification to creditors in relation to the repurchase and cancellation of restricted shares in accordance with the law.. As of the date of this announcement, the 45-day notice period has expired and the Company has not received any declaration from the creditors requesting for debt repayment or provision of guarantees.

II. Information on the Repurchase and Cancellation of Restricted Shares

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

According to the relevant provisions of the Administrative Measures for Equity Incentive of Listed Companies (the "Equity Incentive Administrative Measures") and the 2019 Restricted Share Incentive Scheme (Draft Revision) (the "Incentive Scheme (Draft Revision)") of the Company, in view of the fact that 7 participants of the Company's 2019 Restricted Share Incentive Scheme are no longer qualified as participants due to their departure from the Company or failure in the appraisal, the Board of Directors of the Company, pursuant to the authorization of the 2019 annual general meeting of the Company, has decided to repurchase and cancel the 165,000 restricted shares held by them which have been granted but not yet unlocked.

 (II) Relevant Personnel and Number of Shares Involved in this Repurchase and Cancellation

A total of 7 participants are involved in the repurchase and cancellation of the restricted shares, including 5 participants of the initial grant and 4 participants of the reserved grant (among which there are 2 participants of the reserved grant who are also participants of the initial grant), with an aggregate of 165,000 restricted shares to be repurchased and cancelled. Upon the completion of the repurchase and cancellation, the number of remaining restricted shares under the 2019 Equity Incentive Scheme will be 7,496,300 shares.

 (III) Arrangement for the Repurchase and Cancellation

The Company has opened a special stock account for the repurchase with China Securities Depository and Clearing Corporation Limited, Shanghai Branch (hereinafter referred to as "CSDC Shanghai Branch"), and has submitted an application for the repurchase and cancellation of restricted shares to CSDC Shanghai Branch. It is expected that the cancellation of the restricted shares will be completed on 3 June 2024.

III. Changes in Share Structures of the Company after the Repurchase and Cancellation of Restricted Shares

The changes in the share capital structure of the Company after this repurchase and cancellation of restricted shares are set out below:

Unit: shares

Category	Before the changes	Number of changes	After the changes
Shares subject to selling restrictions	7,661,300	-165,000	7,496,300
Shares not subject to selling restrictions	2,264,097,906		2,264,097,906
Total number of shares	2,271,759,206	-165,000	2,271,594,206

IV. Statements and Undertakings

Statements from the Board of the Company: The decision-making process and information disclosure relating to the repurchase and cancellation of the restricted shares comply with the provisions of relevant laws and regulations such as the Equity Incentive Administrative Measures, the Equity Incentive Scheme of the Company, and the arrangements under the agreements on granting of restricted shares, without prejudice to the legitimate rights and interests of participants and benefits of creditors.

Undertakings of the Company: The Company has verified and guaranteed the truthfulness, accuracy and completeness of information in respect of participants, number of shares and cancellation date in relation to the repurchase and cancellation of restricted shares, and has duly informed relevant participants of the repurchase and cancellation. In case of dispute arises between the Company and the participants as a result of the repurchase and cancellation, the Company shall bear relevant legal liabilities arising therefrom.

V. Conclusions of Legal Opinions

Tian Yuan Law Firm has issued its legal opinions on the repurchase and cancellation of the restricted shares granted to certain participants but not yet unlocked, and considered that (1) the relevant approval and authorization procedures performed by Ming Yang Smart Energy regarding the equity incentive scheme is in compliance with the requirements of the laws, regulations and normative documents such as the Company Law, the Securities Law and the Administrative Measures, and the Incentive Scheme (Draft Revision); (2) the repurchase and cancellation of the restricted shares granted to certain participants but not yet unlocked has been approved and authorized as necessary, and the reasons, quantity and adjusted price for the repurchase and cancellation of the restricted shares granted to certain participants but not yet unlocked are in compliance with the requirements of the laws, regulations and normative documents such as the Company Law, the Securities Law and the Administrative Measures, and the Incentive Scheme (Draft Revision).

Ming Yang Smart Energy Group Limited

29 May 2024

 

END