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 Results
of Share Repurchase
And Changes In Shareholding
Structure
I. Approval of Repurchase and Repurchase
Plan
On 19 February 2024, Ming Yang Smart
Energy Group Limited (the "Company") held the fifth meeting of the
third session of Board of Directors, and
considered and approved
the Resolution on the Second
Tranche of Repurchasing of
the Company's Shares through Centralized Bidding
Transactions, agreeing that the Company shall use no more than RMB600 million
(inclusive) and no less than RMB300 million (inclusive) of its own
funds to repurchase the Company's shares through centralized
bidding transactions to guarantee the
Company's value and shareholder rights and
interests. The repurchased shares will be sold in accordance
with relevant regulations, and the portion that has not been sold
after the expiration date will be canceled in accordance with the
laws. The
repurchase period shall not exceed 3 months from 19 February 2024, and the repurchase
price shall not
exceed RMB15 per share (inclusive).
II. Implementation of the Company's Second
Tranche of Share Repurchase through Centralized Bidding
Transactions
(I) On 21 February 2024, the Company
repurchased its shares for the first time and disclosed the details of the first share repurchase on
21 February
2024.
(II) On 15 May 2024, the Company completed the
repurchase and repurchased 31,306,500 shares of the Company in total through centralized bidding
transactions, accounting for 1.38% of the Company's current total
share capital (i.e., 2,271,759,206 shares). The highest repurchase
price was RMB10.960/share and the lowest repurchase price was
RMB8.756/share. The
total funds used amounted to RMB309, 878,570.87 (excluding
transaction fees).
(III) The number of shares,
repurchase price and total funds used by the Company in this
repurchase are in compliance with the repurchase plan approved by
the Board of Directors. There are
no discrepancies between the
actual implementation of the repurchase plan and the original disclosed repurchase
plan, and the Company has completed the repurchase in accordance
with the disclosed plan.
(IV) The funds used for this share
repurchase are all the Company's own funds. This repurchase of
shares will not have a significant impact on the Company's
operations, finances and future development, nor will it cause a
change in the Company's control and the Company's equity
distribution to fail to meet listing conditions.
III. Dealing of Shares by Relevant Entities during the
Repurchase Period
As of the disclosure date of this
announcement, the Company's controlling shareholders, de facto
controllers and other Directors, Supervisors and senior management
did not deal in the Company's shares from the date of disclosure of
the first tranche of share repurchase to the disclosure date of
this announcement.
IV. Changes in
Shares
The changes in the Company's shares
before and after the share repurchase are set out below:
Class of
shares
|
Before
repurchase
|
After
completion of repurchase
|
Number of
shares (shares)
|
Proportion (%)
|
Number of
shares(shares)
|
Proportion (%)
|
Shares subject to selling
restrictions
|
9,250,700
|
0.41
|
7,661,300
|
0.34
|
Shares not subject to selling
restrictions
|
2,262,508,506
|
99.59
|
2,264,097,906
|
99.66
|
Of
which:
special
repurchase securities account
|
89,813,484
|
3.95
|
121,119,984
|
5.33
|
Total
number of shares
|
2,271,759,206
|
100
|
2,271,759,206
|
100
|
Note 1: From 4 May 2023 to 2 February
2024, the Company repurchased 89,813,484 shares of the Company
through centralized bidding transactions (the "First Tranche of
Share Repurchase"), and the aforesaid shares were deposited in the
Company's special securities account for repurchase.
Note 2: On 28 February 2024, the
Company held the 6th meeting of the third session of the
Board of Directors and the 4th meeting of the third session of the Supervisory
Committee, and considered and approved the Resolution on Lifting
Selling Restrictions in the Second Tranche of the Reserved Portion
of the 2019 Restricted Share Incentive Plan, and agreed to carry out procedures
relating to the release of 1,589,400 restricted shares held by 94
incentive participants who met the conditions for lifting the
selling restrictions. The aforesaid shares were released from
selling restriction and became eligible for trading on 12 March
2024, resulting in 7,661,300 shares subject to selling restrictions
and 2,264,097,906 shares not subject to selling
restrictions.
V. Arrangements for disposal of the
repurchased shares
(I) From 4 May 2023 to 2
February 2024, the Company repurchased 89,813,484 shares of the
Company through centralized bidding transactions (the "First
Tranche of Share Repurchase"), which were temporarily deposited in
the Company's special securities account for repurchase and will be
subsequently used for the implementation of share incentives. If
failed to use for the aforesaid purpose within 36 months after the
completion of the share repurchase, the unused shares will be
cancelled in accordance with the law.
(II) From 19 February 2024 to
15 May 2024, the
Company repurchased 31,306,500 shares of the Company through
centralized bidding transactions (the "Second Tranche of Share
Repurchase"), which were temporarily deposited in the Company's
special securities account for repurchase for the purpose of
safeguarding the value of the Company and shareholders' rights and
interests, and the repurchased shares will be used for the purpose
of sale in accordance with the relevant regulations. If failed to
use for the aforesaid purpose within 36 months after the completion
of the share repurchase, the unused shares will be cancelled in
accordance with the law.
The above shares have been
repurchased before the transfer of the repurchased shares, the
repurchased shares are not entitled to profit distribution,
conversion of capital reserve to the share capital, issuance of new
shares and allotment of new shares, pledge, voting rights at
general meetings and other related rights. Subsequently, the
Company will fulfil the corresponding decision-making procedures
and information disclosure obligations in accordance with the
regulations, and investors are advised to pay attention to the
investment risk.
Ming Yang
Smart Energy Group Limited
15 May
2024