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