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)
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:
l Number of
restricted stocks repurchased and cancelled: 165,000
l 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 Limited (hereinafter
referred to as "Ming Yang Smart Energy" or
the "Company") held the sixth meeting of the third session of the
Board of Directors and the fourth meeting of the third session of
the Board of Supervisors on 28 February 2024, 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 cancel
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 cancel 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 cancel 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 above shares were listed and circulated on 21 September
2023. 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 cancel 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 above shares were cancelled on
23 November 2023.
18. On 28 February 2024, the Company
held the sixth meeting of the third session of the Board of
Directors and the fourth meeting of the third session of the Board
of Supervisors, at which,
the Resolution on the Achievement of the Unlocking
Conditions of the Second Tranche of Restricted Shares of the
Reserved Grant under 2019 Restricted Stock Incentive Plan and the
Resolution on the Repurchase and Cancellation of Restricted Shares
granted to Certain Incentive Participants but not yet Released were
considered and adopted, and it was agreed (1) to handle the
procedures for lifting the sales restrictions for a total of
1,589,400 restricted stocks held by 94 incentive recipients who met
the conditions for lifting the sales restrictions; (2) to
repurchase and cancel 165,000 restricted stocks held by 7 incentive
recipients who retired or failed the appraisal 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 (hereinafter referred to as "Administrative
Measures") and the 2019 Restricted Stock Incentive Plan (Amended
Draft) (hereinafter referred to as
"Incentive Plan (Amended Draft)"), (1) 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; (2) the
Restricted Shares of the incentive recipients who were not eligible
for unlocking in the appraising year shall be repurchased and
cancelled by the Company, the repurchase price shall be the grant
price plus the interest at the interest rate of bank deposits of
the same term; (3) 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.
Five incentive recipients granted
for the first time and three incentive recipients reserved for
grant (among which, there are two incentive recipients
reserved for grant who are also the incentive
recipients granted for the first time) under the 2019 Restricted
Stock Incentive Plan were ineligible as incentive recipients due to
leaving their jobs for personal reasons and one incentive recipient
reserved for grant failed the appraisal on personal level, and the
Company repurchased and cancelled the 165,000 restricted shares
held by the above-mentioned 7 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 the
portion that failed the appraisal shall plus the interest at the
interest rate of bank deposits of the same term in accordance with
regulations). 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'',
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 165,000 shares of restricted shares, with a
repurchase amount of RMB993,835.00 (for the portion that failed the
appraisal shall plus the interest at the interest rate of bank
deposits of the same term in accordance with regulations), 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 165,000 shares with selling
restrictions conditions of the Company, and
a reduction of 165,000 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
|
9,250,700
|
-165,000
|
9,085,700
|
|
shares not subject to selling
restrictions
|
2,262,508,506
|
|
2,262,508,506
|
|
Total
|
2,271,759,206
|
-165,000
|
2,271,594,206
|
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 five
incentive recipients granted for the first time and three incentive
recipients reserved for grant (among which, there are two incentive
recipients reserved for grant who are also the incentive recipients
granted for the first time) under the 2019 Restricted Stock
Incentive Plan were ineligible as incentive recipients due to
leaving their jobs for personal reasons and
one incentive recipient reserved for grant failed the appraisal on
personal level, and the Company repurchased and canceled the
165,000 restricted shares held by the above-mentioned 7 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. The
repurchase and cancellation of the restricted Shares (for the
portion that failed the appraisal shall plus the interest at the
interest rate of bank deposits of the same term in accordance with
regulations) 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), five
incentive recipients granted for the first time and three incentive
recipients reserved for grant (among which, there are two incentive
recipients reserved for grant who are also the incentive recipients
granted for the first time) under the 2019 Restricted Stock
Incentive Plan were ineligible as incentive recipients due to
leaving their jobs for personal reasons and
one incentive recipient reserved for grant failed the appraisal on
personal level, and there was no prejudice to the interests of the
Company and all of the shareholders to carry out the repurchase at
the corresponding repurchase price. Therefore, the Board of
Supervisors agreed to repurchase and cancel 165,000 restricted
shares which had been granted to the above-mentioned 7 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 and other laws,
regulations and normative documents as well as relevant provisions
of the 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
and other laws, regulations and normative documents as well as
relevant provisions of the Incentive Plan (Amended
Draft).
Ming Yang Smart Energy Group
Limited
28
February 2024