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 Adjusting the
Repurchase Prices of the First Grant and the Reserved Portion under
the 2019 Restricted Share Incentive Scheme
Important Notice:
l The
repurchase price for the first grant
has been adjusted from RMB4.591 per share to RMB4.287 per share
l The
repurchase price for the reserved
portion has been adjusted from
RMB7.759 per share to RMB7.455
per share
Ming Yang Smart Energy Group Limited
(the "MYSE" or "Company") held the 11th meeting of the third
session of Board of Directors and the 7th meeting of the third
session of Board of Supervisors on 5
August 2024, and considered and approved the
Resolution on Adjustments to the Repurchase Prices for the First
Grant and Reserved Portion Under
the 2019 Restricted Share Incentive Scheme in
accordance with the authorization of the Company's 2019 annual
general meeting. Details of relevant matters are as
follows:
I.
Decision-making procedures and information disclosure that have
been implemented
1. On 26 August 2019, the Company held the 25th meeting of the
first session of Board of Directors and the 18th meeting of the first
session of Board of
Supervisors, and considered and approved the 2019 Restricted Share
Incentive Scheme (Draft) and Summary and 2019 Restricted Share
Incentive Scheme Implementation Assessment Management Measures and
other resolutions.
The independent Directors expressed their independent opinions of
consent in this regard. The Board of Supervisors verified the
participants of this incentive scheme and expressed their
verification opinions.
2. On 20 April 2020, the Company held the
third meeting of the second session of Board of Directors and the
third meeting of the second session of Board of Supervisors, and
considered and approved the 2019 Restricted Share Incentive Scheme
(Draft Revised) and Summary and Resolution on Proposal to the
General Meeting to Authorize the Board of Directors to Handle
Matters related to
the Company's Restricted Share Incentive Scheme. The independent
Directors expressed their independent opinions of consent in this
regard. The Board of Supervisors verified the participants of this
incentive scheme and expressed their verification
opinions.
3. From 22 April 2020 to 2 May 2020, the Company internally publicized the names and
positions of the proposed participants. After the expiration of the
publicity period, the Board of Supervisors verified the list of
participants of the first grant under this equity incentive scheme
and explained the publicity.
4. On 13 May 2020, the Company held the 2019
annual general meeting, and considered and approved the 2019
Restricted Share Incentive Scheme (Draft Revised) and Summary,
Resolution on Proposal to the General Meeting to Authorize the
Board of Directors to Handle Matters related to the Company's Restricted
Share Incentive Scheme and 2019 Restricted Share Incentive Scheme
Implementation Assessment Management Measures. Meanwhile, the
Company conducted a self-examination on the trading of the
Company's shares by owners of inside information of this equity
incentive scheme, and found no behavior of relevant owners using
inside information for trading of the Company's shares.
5. On 20 May 2020, the Company held the
fifth meeting of the second session of Board of Directors and the
fifth meeting of the second session of Board of Supervisors, and
considered and approved the Resolution on Adjustments to the 2019
Restricted Share Incentive Scheme and Resolution on Grant of
Restricted Shares to the Participants of
First Grant. The Company's independent
Directors expressed their independent opinions on this
regard, believing that the
qualifications of the participants are legal and valid, and the
determined grant date complies with relevant regulations. The Board
of Supervisors verified the participants of this incentive scheme
and expressed their verification opinions.
6. On 7 July 2020, the Company
made the first grant of a
total of 23.3404 million shares to 220 participants of the first
grant and completed the registration with the Shanghai Branch of
China Securities Depository and Clearing Corporation Limited
(the "CSDC").
7. On 12 May 2021, the Company held the 20th
meeting of the second session of Board of Directors and the 16th
meeting of the second session of Board of Supervisors, and
considered and approved the Resolution on Grant of Reserved
Restricted Shares to Participants Under the 2019 Restricted Share
Incentive Scheme. The independent Directors expressed their
independent opinions of consent in this regard, the Board of
Supervisors verified the participants of the reserved portion, and
Tian Yuan 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 proposed participants of
the reserved portion. After the expiration of the publicity period,
the Board of Supervisors verified the list of participants
of the reserved portion
and explained the publicity.
9. On 9 June 2021, the Company held the 21st
meeting of the second session of Board of Directors and the 17th
meeting of the second session of Board of Supervisors, and
considered and approved the Resolution on Adjustments to the Grant
Price of the Reserved Portion and the Repurchase Price of the First
Grant Under the
2019 Restricted Share Incentive Scheme, the Resolution on
Repurchase and Cancellation of Restricted Shares Granted to Certain
Participants but not yet Unlocked, and the Resolution on Lifting
Selling Restrictions in the First Tranche of the First Grant
Under the 2019 Restricted
Share Incentive Scheme, agreeing to (1) adjust the grant price of the reserved
portion under the
Company's 2019 Restricted Share Incentive Scheme from RMB8.39 per
share to RMB8.284 per share, and adjust the repurchase price of the
first grant from RMB5.222 per share to RMB5.116 per share; (2)
repurchase and cancel 100,000 restricted shares held by three
former participants that had been granted but not yet
unlocked (the above-mentioned shares
were cancelled on 10
August 2021); and (3) handle the relevant
procedures for lifting selling restrictions on a total of 5,810,100
restricted shares held by 217 participants who met the conditions
for lifting selling restrictions (the
above-mentioned shares have been listed and
circulated since 9
July 2021) in
accordance with the authorization of the Company's 2019 annual
general meeting. The independent Directors expressed their
independent opinions of consent in this regard, and Tian Yuan Law
Firm issued a legal opinion.
10. On 17 September 2021, the Company granted
a total of 5.498 million reserved restricted shares to 103
participants at a price of RMB8.284 per share, and completed
registration with CSDC.
11. On 21 February 2022, the Company held the
28th meeting of the second session of Board of Directors and the
24th meeting of the second session of Board of Supervisors, and
considered and approved the Resolution on Repurchase and
Cancellation of Restricted Shares Granted to Certain Participants
but not yet Unlocked of the 2019 Restricted Share Incentive
Scheme, agreeing to
repurchase and cancel 472,500 restricted shares held by 8 resigned
participants that had been granted but not yet unlocked
in accordance with the authorization of the
Company's 2019 annual general meeting. The independent Directors
expressed their independent opinions of consent in this regard, and
Tian Yuan Law Firm issued a legal opinion. The above-mentioned
shares were cancelled on 23
May 2022.
12. On 28 June 2022, the Company held the
32nd meeting of the second session of Board of Directors and the
28th meeting of the second session of Board of Supervisors, and
considered and approved the Resolution on Adjustments to the Repurchase Prices of the First Grant and
Reserved Portion under the 2019 Restricted Share Incentive Scheme and the Resolution on Lifting Selling Restrictions in
the Second Tranche
of the First Grant Under
the 2019 Restricted Share Incentive
Scheme, agreeing to
(1) adjust the
repurchase price of the first grant under the 2019 Restricted Share
Incentive Scheme of the Company
from RMB5.116 per share to RMB4.895 per share, and
the repurchase price of the reserved portion from RMB8.284 per
share to RMB8.063 per share; and (2) handle the relevant procedures
for lifting selling restrictions on a total of 5,667,600 restricted
shares held by 211 participants who met the conditions for lifting
selling restrictions (the above-mentioned
shares have been listed and
circulated since 7 July 2022) in accordance with the authorization
of the Company's 2019 annual general meeting. The independent
Directors expressed their independent opinions of consent in this
regard and Tian Yuan Law Firm issued a legal opinion.
13. On 10 November 2022, the Company held the
35th meeting of the second session of Board of Directors and the
31st meeting of the second session of Board of Supervisors, and
considered and approved the Resolution on Lifting Selling
Restrictions in the First Tranche of the Reserved Portion
Under the 2019 Restricted
Share Incentive Scheme, agreeing to handle the relevant procedures
for lifting selling restrictions on the 1,628,400 restricted shares
held by 100 participants that met the conditions for lifting
selling restrictions in accordance with the authorization of the
Company's 2019 annual general meeting. The above-mentioned shares
have been listed and circulated since 23 November 2022. The
independent Directors expressed their independent opinions of
consent in this regard, and Tian Yuan Law Firm issued a legal
opinion.
14. On 17 March 2023, the Company held the
37th meeting of the second session of Board of Directors and the
32nd meeting of the second session of Board of Supervisors, and
considered and approved the Resolution on Repurchase and
Cancellation of Restricted Shares Granted to Certain Participants
but not yet Unlocked of the 2019 Restricted Share Incentive Scheme,
agreeing to repurchase and cancel 102,000 restricted shares held by
6 resigned participants that had been granted but not yet unlocked
in accordance with the authorization of the Company's 2019 annual
general meeting. The independent Directors expressed their
independent opinions of consent in this regard, and Tian Yuan Law
Firm issued a legal opinion. The above-mentioned shares were
cancelled on 22 May
2023.
15. On 18 July 2023, the Company held the
40th meeting of the second session of Board of Directors and the
35th meeting of the second session of Board of
Supervisors, and considered and approved the Resolution
on Adjustments to the Repurchase Prices of the First Grant and
Reserved Portion Under the 2019 Restricted Share Incentive Scheme, agreeing to adjust the repurchase price of the first
grant under the
2019 Restricted Share Incentive Scheme from RMB4.895 per share to
RMB4.591 per share, and the repurchase price of the reserved
portion from RMB8.063 per share to RMB7.759 per share. The
independent Directors expressed their independent opinions of
consent on the above-mentioned related matters, and Tian Yuan Law
Firm issued a legal opinion accordingly.
16. On 11 September 2023, the Company held
the 42nd meeting of the second session of Board of Directors and
the 37th meeting of the second session of Board of Supervisors, and
considered and approved the Resolution on Lifting Selling
Restrictions in the Third Tranche of the First Grant
Under the 2019 Restricted
Share Incentive Scheme, agreeing to handle the relevant procedures
for lifting selling restrictions on a total of 5,582,600 restricted
shares held by 206 participants that meet the conditions for
lifting selling restrictions. The above-mentioned shares have been
listed and circulated since 21 September 2023. The independent
Directors expressed their independent opinions of consent in this
regard, and Tian Yuan Law Firm issued a legal opinion.
17. On 26 September 2023, the
Company held the first meeting of the third session of Board of
Directors and the first meeting of the third session of Board of
Supervisors, and considered and approved the Resolution on
Repurchase and Cancellation of Restricted Shares Granted to Certain
Participants but not yet Unlocked of the 2019 Restricted Share
Incentive Scheme, agreeing to repurchase and cancel 224,500
restricted shares that had been granted but not yet unlocked held
by 4 participants who resigned for personal reasons or were elected
as Supervisors of the Company and no longer qualified as participants in accordance
with the authorization of the Company's 2019 annual general
meeting. The independent Directors expressed their independent
opinions of consent in this regard, and Tian Yuan Law Firm issued a
legal opinion. The above-mentioned shares were cancelled on
23 November
2023.
18. On 28 February 2024, the Company held the
sixth meeting of the third session of Board of Directors and the
fourth meeting of the third session of Board of Supervisors, and
considered and approved the Resolution on Lifting Selling
Restrictions in the Second Tranche of the Reserved Portion
Under the 2019 Restricted
Share Incentive Scheme and the Resolution on Repurchase and
Cancellation of Restricted Shares Granted to Certain Participants
but not yet Unlocked, agreeing to (1) handle the relevant
procedures for lifting selling restrictions on a total of 1,589,400
restricted shares held by 94 participants that meet the conditions
for lifting selling restrictions; and (2) repurchase and cancel
165,000 restricted shares granted but not yet unlocked held by 7
participants that have resigned or failed the assessment. The
independent Directors expressed their independent opinions of
consent in this regard, and Tian Yuan Law Firm issued a legal
opinion.
19. On 5
August 2024, the Company held
the 11th meeting of the third session of Board of
Directors and the 7th meeting of the third session of Board of
Supervisors, and considered and approved the Resolution
on Adjustments to the Repurchase Prices of the First Grant and
Reserved Portion Under the 2019 Restricted Share Incentive Scheme, agreeing to adjust the repurchase price of the first
grant under the
2019 Restricted Share Incentive Scheme from RMB4.591 per share to
RMB4.287 per share, and
the repurchase price of the reserved portion from
RMB7.759 per share
to RMB7.455 per
share. Tian Yuan Law Firm issued a legal opinion
accordingly.
In view of the above, the Company's
2019 Restricted Share Incentive Scheme has fulfilled the relevant
approval procedures. For details, please refer to the relevant
announcements and documents disclosed by the Company on the
designated information disclosure media.
II. Description of
such adjustments
In accordance with the Resolution on
the Profit Distribution Scheme for 2023 and the Announcement on
Adjustments to the
Total Cash Dividends for Profit Distribution in 2023
considered and approved by
the Company's 2023 annual general meeting, the Company completed
the equity distribution on 5
July 2024,
declaring a cash dividend
of RMB3.0410 (tax inclusive) per 10 shares to all shareholders,
with a total cash dividend of RMB653,959,210.91 (tax
inclusive).
According to the relevant provisions
of the Administrative Measures for Equity Incentives of Listed
Companies and the 2019 Restricted Share Incentive Scheme (Draft
Revised), after the restricted shares granted to the participants
complete the share registration, if the Company encounters events
including conversion of capital reserves into share capital,
distribution of stock dividends, shares subdividing, allotment or
reduction of shares, distribution of dividends that affect the
Company's total share capital or the Company's share price, the
Company shall make corresponding adjustments to the repurchase
price of the restricted shares that have not yet been
unlocked.
1. The adjustment to the
repurchase price of the first grant shall be as follows:
The repurchase price after the
adjustment of the first grant of restricted shares shall be: P =
P0 - V = RMB4.591
per share - RMB0.3041 per share ≈ RMB4.287
per share. (Where: P0 shall be the repurchase price per restricted share before
adjustment; V shall be the dividend per share; P shall be the
repurchase price per restricted share after adjustment).
2. The adjustment to the repurchase price of the reserved portion
shall be as follows:
The repurchase price after the
adjustment of the reserved restricted shares shall be: P =
P0 - V = RMB7.759
per share - RMB0.3041 per share ≈ RMB7.455 per share. (Where:
P0 shall be the
repurchase price per restricted share before adjustment; V shall be
the dividend per share; P shall be the repurchase price per
restricted share after adjustment).
In addition to the above
adjustments, the other contents of the Restricted Share Incentive
Scheme implemented this time are consistent with the incentive
scheme considered and approved by the Company's 2019 annual general meeting. In
accordance with the authorization of the Company's 2019 annual
general meeting, such adjustments do not need to be submitted to
the general meeting for consideration.
III. Impact of such adjustments on the
Company
The adjustments to matters
related to the Restricted Share Incentive Scheme is in compliance with the
relevant provisions of the Administrative
Measures for Equity Incentives of Listed Companies
and the 2019 Restricted Share Incentive Scheme
(Draft Revised), and is in line with the actual situation of the
Company and will not have a substantial impact on the Company's
financial position and operating results.
IV.
Review opinions of the Remuneration and Appraisal Committee of the
Board of Directors
The Company's
adjustments to the
repurchase prices of the first grant and reserved portion under the Share Incentive
Scheme is in compliance
with the relevant provisions of the
Administrative Measures for Equity Incentives of Listed
Companies and the 2019 Restricted Share
Incentive Scheme (Draft Revised), and such
adjustments have been authorized by the Company's general meeting and
have fulfilled the
necessary procedures. Therefore, we unanimously agree that the
Company's adjustments to
the repurchase prices of the first grant and reserved
portion under the
2019 Share Incentive Scheme.
V.
Opinions of the Board of Supervisors
The
adjustments to the repurchase prices of the first grant and
reserved portion under the Restricted Share Incentive Scheme is in compliance with
the relevant laws and regulations including the Administrative Measures
for Equity Incentives of Listed Companies and does not harm the
interests of the Company and all shareholders. We agree to the
adjustments to the repurchase prices of the first grant and
reserved portion under the Company's Restricted Share Incentive Scheme.
VI.
Conclusions of legal
opinion
Tian Yuan Law Firm issued a legal
opinion on the adjustments to the repurchase prices of the first
grant and reserved portion under
the 2019 Restricted Share Incentive Scheme, and
considered that: the approval and authorization procedures that
MYSE has fulfilled for this equity incentive scheme are in
compliance with the relevant provisions of the Company Law,
Securities Law, Administrative Measures for Equity Incentives of
Listed Companies and other laws, regulations and normative
documents and the Incentive Scheme (Draft Revised). The adjustments
to the repurchase prices have obtained the necessary approval and
authorization, and it is
in compliance with the relevant provisions of the
Company Law, Securities Law, Administrative Measures for Equity
Incentives of Listed Companies and other laws, regulations and
normative documents and the 2019 Restricted Share Incentive Scheme
(Draft Revised).
Ming Yang
Smart Energy Group Limited
5 August,
2024