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 Termination
of 2022 Share Option Incentive Scheme
Ming Yang Smart Energy Group Limited
(the "MYSE" or
"Company") held the
12th meeting of the third session of Board of Directors and the 8th
meeting of the third session of
Board of Supervisors on 29 August 2024, and considered and
approved the Resolution on Termination of the 2022 Share Option
Incentive Scheme, agreeing to terminate the share option scheme and
related supporting documents in view of the fact that it will be
difficult to achieve the expected incentive purposes and effects if
the 2022 Share Option Incentive Scheme is continued to be
implemented. Details of which are set out as follows:
I. Summary of the Share Option
Scheme
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 on 10
November 2022, and considered and approved the
Resolution on the Company's 2022 Share Option Incentive Scheme
(Draft) and its Summary and Resolution on the Company's 2022 Share
Option Incentive Scheme Implementation Assessment Administrative
Measures and other resolutions. As of now, the resolution has not
been submitted to the general meeting for consideration, and this
share option scheme has not officially come into effect.
II.
Reasons for Termination of the Share Option
Scheme
The
Company's 2022 Share Option Incentive
Scheme is to further establish and improve the Company's long-term
incentive mechanism, attract and retain outstanding
talents, and fully mobilize the enthusiasm
and creativity of the Company's core team. Since the Company's
Board of Directors considered and approved the Share Option Scheme,
the domestic and foreign market environment has changed
significantly, and the original assessment targets have lost their
timeliness. If the Company continues to adopt the share option scheme, it will
be difficult to achieve the expected incentive purposes and
effects.
In order to fully implement
effective incentives for employees, safeguard the legitimate rights
and interests of the Company and the majority of investors, and in
combination with the Company's actual operating conditions and
future strategic development, the Company's Board of Directors
intended to terminate the 2022 Share Option Incentive Scheme, as
well as the related supporting documents including 2022 Share
Option Incentive Scheme (Draft) and 2022 Share Option Incentive
Scheme Implementation Assessment Management Measures
after careful consideration.
III. Impact of Termination of the Aforesaid Incentive Scheme
on the Company
The 2022 Share Option Incentive
Scheme has not been submitted to the general meeting for
consideration, and the Company has not implemented the Share Option
Scheme and has not granted the relevant rights and interests.
Therefore, the termination of the Incentive Scheme
does not involve
repurchase and cancellation, and no related share-based payment
expenses will be incurred. Such termination will not affect the
Company's financial condition, and there is no situation that harms
the interests of the Company and shareholders.
After the termination of the Share
Option Scheme, the Company will, in accordance with the provisions
of relevant laws and regulations, fully consider the conditions of
industry and market and the actual situation of the Company,
mobilize the enthusiasm of management and key business personnel by
optimizing the compensation
system and improving the performance appraisal
system, and establish and improve the Company's long-term incentive
mechanism, so as to promote the Company's continuous, healthy and stable
development.
IV.
Review Opinions of the Remuneration and Appraisal Committee of the
Board of Directors
The
Company's 2022 Share Option Incentive
Scheme is to attract and motivate outstanding talents and establish
an effective incentive mechanism. If the
Company continues to implement the Share Option Scheme, it will be
difficult to achieve the expected incentive purposes and effects.
The proposed termination of the Incentive
Scheme will not affect the diligence and
responsibility of the Company's management and business backbones,
is in line with the Company's overall development direction, and
there will be no obvious damage to the interests of the Company and
shareholders. The Company's Remuneration and Appraisal Committee
agreed to terminate
the share option incentive and submit the
resolution to the Company's Board of
Directors for consideration.
V.
Opinions of the Board of Supervisors
The termination of the 2022 Share
Option Incentive Scheme by the Company is
in compliance with the relevant laws and regulations including
Measures for the Administration of Equity Incentives for Listed
Companies, normative documents and company regulations. As
the Company's
continued implementation of the
Incentive Scheme
is expected to be difficult to achieve the
expected incentive purposes and effects, the termination will not have a
significant impact on the Company's daily operations and future
development, and there will be no obvious damage to the interests
of the Company and
shareholders. The Company's Board of Supervisors agreed to
terminate the 2022 Share Option Incentive Scheme.
VI.
Concluding Opinions of the Legal
Opinion
The lawyers of Beijing Zhong Lun
(Shenzhen) Law Firm are of the opinion that: as at the date of this
legal opinion, the termination of the Incentive Scheme by the
Company has obtained the necessary approvals and authorizations,
which is in compliance with the relevant provisions of the
Administrative Measures, the Articles of Association and the
Incentive Scheme Draft; the reasons for termination of the
Incentive Scheme are reasonable, and there are no circumstances
that obviously jeopardize the interests of the Company and all of
its shareholders; the termination of the Incentive Scheme is
subject to the fulfillment of information disclosure obligations by
the Company in accordance with relevant laws, regulations and
normative documents.
Ming Yang Smart
Energy Group Limited
30 August,
2024