Resolution of the 2022 Annual General Meeting

Ming Yang Smart Energy Group Ltd

25 May 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)

Resolution of the 2022 Annual General Meeting

Important notice:

• Whether any of the proposed resolution at the meeting was objected: None

I. CONVENING AND ATTENDANCE OF THE MEETING

(I)        Date of the General Meeting: 25 May 2023

(II)       Venue of the General Meeting: Conference room on the 5th floor of Ming Yang Smart Energy Group Co., Ltd., Mingyang Industrial Park, No. 22 Huoju Avenue, Zhongshan Torch Development Zone, Guangdong Province

(III)      Ordinary shareholders and preference shareholders with recovered voting rights who attended the meeting and their shareholdings:

1.   The number of shareholders attending in person or by proxy	216
2.   The total number of shares carrying voting rights held by shareholders attending the meeting (shares)	866,899,342
3.   The number of shares carrying voting rights held by shareholders attending the meeting as a percentage of the total number of shares of the Company carrying voting rights (%)	38.1543

(IV)      Whether the voting procedures were in compliance with the requirements under the Company Law of the People's Republic of China ("Company Law") and the articles of association of the Company ("Articles of Association"), the presiding of the meeting and other details.

The meeting was convened by the Board. Mr. Zhang Chuanwei, chairman of the Company, presided over the meeting. The meeting was held and voted by a combination of on-site voting and online voting. The convening and holding of the meeting complied with the provisions of the Company Law and the Articles of Association.

(V)       Attendance of the Directors, supervisors of the Company and secretary to the Board

1.   5 out of the 11 incumbent directors of the Company attended the meeting on-site or online. Mr. Shen Zhongmin, vice chairman of the Company, Mr. Wang Jinfa, Mr. Zhang Qiying, Mr. Zhang Rui, Ms Zhang Chao and Mr. Li Yiming, directors of the Company, were unable to attend the meeting due to other business arrangements;

2.   3 out of the 3 incumbent supervisors of the Company attended the meeting on-site or online.

3.   Mr. Liu Jianjun, the secretary to the Board of the Company, attended the meeting; Mr. Zhang Chuanwei, chairman, chief executive officer and general manager of the Company; Mr. Liang Caifa, Chief Financial Officer and Ms. Yi Lingna, vice Presidents of the Company, attended the meeting as a non-voting delegate.

II. VOTING RESULTS OF THE RESOLUTION

(I) Resolution by non-cumulative poll

1. Resolution on the 2022 Annual Work Report of the Board of Directors

Result after consideration: approved

Voting results:

Class of shareholders	Affirmative		Dissenting		Abstaining
	Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A share	865,128,242	99.7956	1,629,300	0.1879	141,800	0.0165

2. Resolution on the 2022 Annual Work Report of the Board of Supervisors

Result after consideration: approved

Voting results:

Class of shareholders	Affirmative		Dissenting		Abstaining
	Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A share	865,128,242	99.7956	1,609,800	0.1856	161,300	0.0188

3. Resolution on the 2022 Annual Work Report of Independent Directors

Result after consideration: approved

Voting results:

Class of shareholders	Affirmative		Dissenting		Abstaining
	Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A share	865,128,242	99.7956	1,629,300	0.1879	141,800	0.0165

4. Resolution on the Final Account Report for the Year 2022

Result after consideration: approved

Voting results:

Class of shareholders	Affirmative		Dissenting		Abstaining
	Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A share	865,128,242	99.7956	1,629,300	0.1879	141,800	0.0165

5. Resolution on the 2022 Annual Report

Result after consideration: approved

Voting results:

Class of shareholders	Affirmative		Dissenting		Abstaining
	Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A share	865,128,242	99.7956	1,609,800	0.1856	161,300	0.0188

6. Resolution on the Proposal on the Preliminary Profit Distribution Plan for 2022

Result after consideration: approved

Voting results:

Class of shareholders	Affirmative		Dissenting		Abstaining
	Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A share	863,653,134	99.6255	3,241,208	0.3738	5,000	0.0007

7. Resolution on the Proposal on the Remuneration of Non-independent Directors for 2022

Result after consideration: approved

Voting results:

Class of shareholders	Affirmative		Dissenting		Abstaining
	Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A share	861,725,024	99.4031	5,174,318	0.5969	0	0.0000

8. Resolution on the Proposal on the Remuneration of Independent Directors for 2022

Result after consideration: approved

Voting results:

Class of shareholders	Affirmative		Dissenting		Abstaining
	Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A share	861,734,824	99.4042	5,164,518	0.5958	0	0.0000

9. Resolution on the Proposal on the Remuneration of Supervisors for 2022

Result after consideration: approved

Voting results:

Class of shareholders	Affirmative		Dissenting		Abstaining
	Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A share	861,734,824	99.4042	5,164,518	0.5958	0	0.0000

10. Resolution on the Proposal on the Estimated Amount of Daily Related Party Transactions of the Company for 2023

Result after consideration: approved

Voting results:

Class of shareholders	Affirmative		Dissenting		Abstaining
	Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A share	289,647,918	99.4733	1,527,400	0.5245	6,000	0.0022

11. Resolution on the Proposal on the Estimated External Guarantee Quota of the Company for 2023

Result after consideration: approved

Voting results:

Class of shareholders	Affirmative		Dissenting		Abstaining
	Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A share	737,774,356	85.1049	129,123,986	14.8949	1,000	0.0002

12. Resolution on the Proposal on the Application to Financial Institutions for Credit Facilities by the Company in 2023

Voting results:

Class of shareholders	Affirmative		Dissenting		Abstaining
	Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A share	735,409,655	84.8321	131,488,687	15.1676	1,000	0.0003

13. Resolution on the Proposal on the Proposed Issuance of Green Medium-Term Notes

Voting results:

Class of shareholders	Affirmative		Dissenting		Abstaining
	Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A share	864,192,771	99.6877	2,705,568	0.3120	1,003	0.0003

(II) Voting results of shareholders with less than 5% share interest in relation to material items

Resolution No.	Resolution	Affirmative		Dissenting		Abstaining
		Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
6	Resolution on the Proposal on the Preliminary Profit Distribution Plan for 2022	387,069,036	99.1683	3,241,208	0.8304	5,000	0.0013
7	Resolution on the Proposal on the Remuneration of Non-independent Directors for 2022	385,140,926	98.6743	5,174,318	1.3257	0	0.0000
8	Resolution on the Proposal on the Remuneration of Independent Directors for 2022	385,150,726	98.6768	5,164,518	1.3232	0	0.0000
10	Resolution on the Proposal on the Estimated Amount of Daily Related Party	289,647,918	99.4733	1,527,400	0.5245	6,000	0.0022
11	Resolution on the Proposal on the Estimated External Guarantee Quota of the Company for 2023	261,190,258	66.9177	129,123,986	33.0819	1,000	0.0004
12	Resolution on the Proposal on the Application to Financial Institutions for Credit Facilities by the Company in 2023	258,825,557	66.3119	131,488,687	33.6878	1,000	0.0003
13	Resolution on the Proposal on the Proposed Issuance of Green Medium-Term Notes	387,608,673	99.3065	2,705,568	0.6931	1,003	0.0004

(III) Details in relation to the voting results of the resolution

1.   Special resolution: Resolution 11

2.   The resolution for separate counting of votes cast by minority investors: Resolution 6、7、8、10、11、12、13

3.   Resolution involving related shareholder abstention from voting: Resolution 10

Names of connected shareholders who should abstain from voting: Mingyang New Energy Investment Holding Group Co., Ltd., Keycorp Limited, First Base Investments Limited, Wiser Tyson Investment Corp Limited, Zhongshan Ruixin Enterprise Management Consulting Partnership, Mr. Wang Jinfa, Xiamen Bohui Yuncheng Investment Partnership (Limited Partnership), Mr. Cheng Jiawan and Mr. Wang Dongdong.

III. ATTESTATION BY LAWYER

1.   The General Meeting was attested by: ZHONG LUN LAW FIRM (北京市中伦（深圳）律师事务所)

Lawyers: Gao Xinbin, Zhou Yuxiang

2.   Concluding opinions from the lawyers for the attestation:

In the lawyers' opinion, the convening and holding procedures of the general meeting were in compliance with relevant laws, administrative regulations, Rules of Procedures for the General Meetings and the Articles of Association; the qualifications of the persons attending the meeting and the convener were lawful and valid; and the voting procedures conducted at the meeting and the voting results thereof were lawful and valid.

Ming Yang Smart Energy Group Limited

25 May 2023

 

END