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
The 14th Meeting of the Third Session
of the Board and the Ninth Meeting of the Third Session of the
Supervisor Committee of Ming Yang Smart Energy Group Limited
(hereinafter referred to as "MYSE" or the "Company" ) were convened
on 21 October 2024 for the purposes of considering and approving
the "Resolution on Repurchase and Cancellation of Restricted Shares
Granted But Not Yet Unlocked from Some Incentive Recipients under
the 2019 Restricted Share Incentive Scheme". According to the
mandate granted at the 2019 Annual General Meeting of the Company,
the repurchase and cancellation of Restricted Shares granted but
not yet unlocked from some Incentive Recipients under the 2019
Restricted Share Incentive Scheme was conducted, details of which
are described as below:
I. DECISION-MAKING PROCEDURES COMPLETED AND INFORMATION
DISCLOSURE
1. On 26 August 2019, the 25th
Meeting of the First Session of the Board and the 18th Meeting of
the First Session of the Supervisor Committee of the Company were
convened, at which the resolutions including the "2019 Restricted
Share Incentive Scheme (Draft) and its Summary" and the
"Administrative Measures for the Implementation and Appraisal of
the 2019 Restricted Share Incentive Scheme" were considered and
approved. The independent Directors expressed their consent in
their independent opinion in this regard. The Supervisor Committee
reviewed the list of Incentive Recipients for the Incentive Scheme
and provided their review opinion.
2. On 20 April 2020, the Third
Meeting of the Second Session of the Board and the Third Meeting of
the Second Session of the Supervisor Committee of the Company were
convened, at which the resolutions including the "2019 Restricted
Share Incentive Scheme (Revised Draft) and its Summary" and the
"Resolution on Proposed Mandate by the General Meeting to the Board
to Transact Business Relating to the Restricted Share Incentive
Scheme of the Company" were considered and approved. The
independent Directors expressed their consent in their independent
opinion in this regard. The Supervisor Committee reviewed the list
of Incentive Recipients for the Incentive Scheme and provided their
review opinion.
3. From 22 April 2020 to 2 May 2020,
the Company internally disclosed the names and positions of the
proposed Incentive Recipients. Upon the expiry of the disclosure
period, the Supervisor Committee reviewed the list of Incentive
Recipients under the Initial Grant of the Equity Incentive Scheme
and explained on the information as disclosed.
4. On 13 May 2020, the 2019 Annual
General Meeting of the Company was convened, at which the
resolutions including the "2019 Restricted Share Incentive Scheme
(Revised Draft) and its Summary", the Resolution on the Proposed
Mandate by the General Meeting to the Board to Transact Business
relating to the Restricted Share Incentive Scheme of the Company"
and the "Administrative Measures for the Implementation and
Appraisal of the 2019 Restricted Share Incentive Scheme" were
considered and approved. Meanwhile, the Company conducted a
self-inspection on the trading in the Shares of the Company by
insiders of the Equity Incentive Scheme, and no relevant insiders
were found to trade in the Shares of the Company based on the
insider information.
5. On 20 May 2020, the Fifth Meeting
of the Second Session of the Board and the Fifth Meeting of the
Second Session of the Supervisor Committee of the Company were
convened, at which the resolutions including the "Resolution on the
Adjustments to Relevant Matters of the 2019 Restricted Share
Incentive Scheme" and the "Resolution on the Grant of Restricted
Shares to Incentive Recipients under the Initial Grant" were
considered and approved. The independent Directors expressed their
independent opinions in this regard, considered that the
qualifications of the Incentive Recipients were lawful and valid,
and that the grant date determined was in compliance with relevant
regulations. The Supervisor Committee reviewed the list of
Incentive Recipients for the Incentive Scheme and provided their
review opinion.
6. On 7 July 2020, the Company
granted a total of 23,340,400 Restricted Shares to 220 Incentive
Recipients for the first time and completed the registration with
the Shanghai Branch of China Securities Depository and Clearing
Corporation Limited (hereinafter referred to as "CSDC").
7. On 12 May 2021, the 20th Meeting
of the Second Session of the Board and the 16th Meeting of the
Second Session of the Supervisor Committee of the Company were
convened, at which the "Resolution on the Reserved Grant of the
Restricted Shares to the Incentive Recipients under the 2019
Restricted Share Incentive Scheme" was considered and approved. The
independent Directors expressed their consent in their independent
opinion in this regard. The Supervisor Committee reviewed the list
of Incentive Recipients under the Reserved Grant and TIAN YUAN LAW
FIRM issued a legal opinion.
8. From 15 May 2021 to 24 May 2021,
the Company internally disclosed the names and positions of the
proposed Incentive Recipients under the Reserved Grant. Upon the
expiry of the disclosure period, the Supervisor Committee reviewed
the list of Incentive Recipients under the Reserved Grant and
explained on the information as disclosed.
9. On 9 June 2021, the 21st Meeting
of the Second Session of the Board and the 17th Meeting of the
Second Session of the Supervisor Committee of the Company were
convened, at which the "Resolution on Adjustment to the Grant Price
of the Reserved Grant and the Repurchase Price of the Initial Grant
of the 2019 Restricted Share Incentive Scheme", the "Resolution on
Repurchase and Cancellation of Restricted Shares Granted But Not
Yet Unlocked from Some Incentive Recipients" and the "Resolution on
the Fulfillment of the Unlocking Conditions for the First Unlocking
Period of the Initial Grant of the 2019 Restricted Share Incentive
Scheme" were considered and approved. Pursuant to the mandate
issued at the 2019 Annual General Meeting of the Company, (1) the
grant price for the Reserved Grant of the 2019 Restricted Share
Incentive Scheme was adjusted from RMB8.39 per share to RMB8.284
per share, and the repurchase price for the Initial Grant was
adjusted from RMB5.222 per share to RMB5.116 per share; (2) the
repurchase and cancellation of 100,000 Restricted Shares granted
but not yet unlocked held by 3 Incentive Recipients who had
resigned was approved, with such Restricted Shares being cancelled
on 10 August 2021; and (3) completion of the procedures for
unlocking a total of 5,810,100 Restricted Shares held by 217
Incentive Recipients having fulfilled the unlocking conditions was
approved, with such Restricted Shares being listed for circulation
on 9 July 2021. The independent Directors expressed their consent
in their independent opinion, and TIAN YUAN LAW FIRM issued a legal
opinion.
10. On 17 September 2021, the
Company granted a total of 5,498,000 Restricted Shares reserved to
103 Incentive Recipients at a grant price of RMB8.284 per share and
completed the registration with CSDC.
11. On 21 February 2022, the 28th
Meeting of the Second Session of the Board and the 24th Meeting of
the Second Session of the Supervisor Committee of the Company were
convened, at which the "Resolution on Repurchase and Cancellation
of Restricted Shares Granted But Not Yet Unlocked from Some
Incentive Recipients under the 2019 Restricted Share Incentive
Scheme" was considered and approved. Pursuant to the mandate issued
at the 2019 Annual General Meeting of the Company, the repurchase
and cancellation of 472,500 Restricted Shares granted but not yet
unlocked held by 8 Incentive Recipients who had resigned was
approved, with such Restricted Shares being cancelled on 23 May
2022. The independent Directors expressed their consent in their
independent opinion, and TIAN YUAN LAW FIRM issued a legal
opinion.
12. On 28 June 2022, the 32nd
Meeting of the Second Session of the Board and the 28th Meeting of
the Second Session of the Supervisor Committee of the Company were
convened, at which the "Resolution on Adjustment to the Repurchase
Price of the Initial Grant and the Reserved Grant of the 2019
Restricted Share Incentive Scheme" and the "Resolution on the
Fulfillment of the Unlocking Conditions for the Second Unlocking
Period of the Initial Grant of the 2019 Restricted Share Incentive
Scheme" were considered and approved. Pursuant to the mandate
issued at the 2019 Annual General Meeting of the Company, (1) the
repurchase price for the Initial Grant and the Reserved Grant of
the 2019 Restricted Share Incentive Scheme was adjusted from
RMB5.116 per share and RMB8.284 to RMB4.895 per share and RMB8.063
per share, respectively; and (2) completion of the procedures for
unlocking a total of 5,667,600 Restricted Shares held by 211
Incentive Recipients having fulfilled the unlocking conditions was
approved, with such Restricted Shares being listed for circulation
on 7 July 2022. The independent Directors expressed their consent
in their independent opinion, and TIAN YUAN LAW FIRM issued a legal
opinion.
13. On 10 November 2022, the 35th
Meeting of the Second Session of the Board and the 31st Meeting of
the Second Session of the Supervisor Committee of the Company were
convened, at which the "Resolution on the Fulfillment of the
Unlocking Conditions for the First Unlocking Period of the Reserved
Grant of the 2019 Restricted Share Incentive Scheme" was considered
and approved. Pursuant to the mandate issued at the 2019 Annual
General Meeting of the Company, completion of the procedures for
unlocking a total of 1,628,400 Restricted Shares held by 100
Incentive Recipients having fulfilled the unlocking conditions was
approved, with such Restricted Shares being listed for circulation
on 23 November 2022. The independent Directors expressed their
consent in their independent opinion, and TIAN YUAN LAW FIRM issued
a legal opinion.
14. On 17 March 2023, the 37th
Meeting of the Second Session of the Board and the 32nd Meeting of
the Second Session of the Supervisor Committee of the Company were
convened, at which the "Resolution on Repurchase and Cancellation
of Restricted Shares Granted But Not Yet Unlocked from Some
Incentive Recipients under the 2019 Restricted Share Incentive
Scheme" was considered and approved. Pursuant to the mandate issued
at the 2019 Annual General Meeting of the Company, the repurchase
and cancellation of 102,000 Restricted Shares granted but not yet
unlocked held by 6 Incentive Recipients who had resigned was
approved, with such Restricted Shares being cancelled on 22 May
2023. The independent Directors expressed their consent in their
independent opinion, and TIAN YUAN LAW FIRM issued a legal
opinion.
15. On 18 July 2023, the 40th
Meeting of the Second Session of the Board and the 35th Meeting of
the Second Session of the Supervisor Committee of the Company were
convened, at which the "Resolution on Adjustment to the Repurchase
Price of the Initial Grant and the Reserved Grant of the 2019
Restricted Share Incentive Scheme" was considered and approved, and
it was agreed that the repurchase price for the Initial Grant and
the Reserved Grant of the 2019 Restricted Share Incentive Scheme
was adjusted from RMB4.895 per share and RMB8.063 to RMB4.591 per
share and RMB7.759 per share, respectively. The independent
Directors expressed their consent in their independent opinion in
respect of the above relevant matters, and TIAN YUAN LAW FIRM
issued a legal opinion accordingly.
16. On 11 September 2023, the 42nd
Meeting of the Second Session of the Board and the 37th Meeting of
the Second Session of the Supervisor Committee of the Company were
convened, at which the "Resolution on the Fulfillment of the
Unlocking Conditions for the Third Unlocking Period of the Initial
Grant of the 2019 Restricted Share Incentive Scheme" was considered
and approved, and completion of the procedures for unlocking a
total of 5,582,600 Restricted Shares held by 206 Incentive
Recipients having fulfilled the unlocking conditions was approved,
with such Restricted Shares being listed for circulation on 21
September 2023. The independent Directors expressed their consent
in their independent opinion in this regard, and TIAN YUAN LAW FIRM
issued a legal opinion.
17. On 26 September 2023, the First
Meeting of the Third Session of the Board and the First Meeting of
the Third Session of the Supervisor Committee of the Company were
convened, at which the "Resolution on Repurchase and Cancellation
of Restricted Shares Granted But Not Yet Unlocked from Some
Incentive Recipients under the 2019 Restricted Share Incentive
Scheme" was considered and approved. Pursuant to the mandate issued
at the 2019 Annual General Meeting of the Company, the repurchase
and cancellation of 224,500 Restricted Shares granted but not yet
unlocked held by 4 Incentive Recipients who no longer qualified as
Incentive Recipients due to personal resignation or election as
members of the Supervisor Committee was approved, with such
Restricted Shares being cancelled on 23 November 2023. The
independent Directors expressed their consent in their independent
opinion in this regard, and TIAN YUAN LAW FIRM issued a legal
opinion.
18. On 28 February 2024, the Sixth
Meeting of the Third Session of the Board and the Fourth Meeting of
the Third Session of the Supervisor Committee of the Company were
convened, at which the "Resolution on the Fulfillment of the
Unlocking Conditions for the Second Unlocking Period of the
Reserved Grant of the 2019 Restricted Share Incentive Scheme" and
the "Resolution on Repurchase and Cancellation of Restricted Shares
Granted But Not Yet Unlocked from Some Incentive Recipients under
the 2019 Restricted Share Incentive Scheme" were considered and
approved, and approval was given to (1) complete the procedures for
unlocking a total of 1,589,400 Restricted Shares held by 94
Incentive Recipients having fulfilled the unlocking conditions,
with such Restricted Shares being listed for circulation on 12
March 2024; and (2) repurchase and cancel 165,000 Restricted Shares
granted but not yet unlocked held by 7 Incentive Recipients who had
resigned or failed to meet the assessment criteria, with Restricted
Shares being cancelled on 3 June 2024. The independent Directors
expressed their consent in their independent opinion in this
regard, and TIAN YUAN LAW FIRM issued a legal opinion.
19. On 5 August 2024, the Eleventh
Meeting of the Third Session of the Board and the Seventh Meeting
of the Third Session of the Supervisor Committee of the Company
were convened, at which the "Resolution on Adjustment to the
Repurchase Price of the Initial Grant and the Reserved Grant of the
2019 Restricted Share Incentive Scheme" was considered and
approved, and it was agreed that the repurchase price for the
Initial Grant and the Reserved Grant of the 2019 Restricted Share
Incentive Scheme was adjusted from RMB4.591 per share and RMB7.759
to RMB4.287 per share and RMB7.455 per share, respectively. TIAN
YUAN LAW FIRM issued a legal opinion accordingly.
20. On 21 October 2024, the 14th
Meeting of the Third Session of the Board and the Ninth Meeting of
the Third Session of the Supervisor Committee of the Company were
convened, at which the "Resolution on the Fulfillment of the
Unlocking Conditions for the Fourth Unlocking Period of the Initial
Grant and the Third Unlocking Period of the Reserved Grant of the
2019 Restricted Share Incentive Scheme" and the "Resolution on
Repurchase and Cancellation of Restricted Shares Granted But Not
Yet Unlocked from Some Incentive Recipients under the 2019
Restricted Share Incentive Scheme" were considered and approved,
and approval was given to (1) complete the procedures for unlocking
5,287,600 Restricted Shares and 2,111,200 Restricted Shares held by
195 Incentive Recipients under the Initial Grant and 93 Incentive
Recipients under the Reserved Grant having fulfilled the unlocking
conditions; and (2) repurchase and cancel 97,500 Restricted Shares
granted but not yet unlocked held by 6 Incentive Recipients who had
resigned due to personal commitments or failed to meet the
assessment criteria were approved. TIAN YUAN LAW FIRM issued a
legal opinion accordingly.
In summary, the Company has
fulfilled the relevant approval procedures for the 2019 Restricted
Share Incentive Scheme. For more details, please refer to the
relevant announcements and documents disclosed by the Company
through designated information disclosure media.
II. REASONS FOR, NUMBER OF SHARES
INVOLVED IN AND PRICE FOR THE REPURCHASE AND CANCELLATION OF
RESTRICTED SHARES
Pursuant to the relevant
provisions of the "Administrative Measures for Equity Incentives of
Listed Companies" (hereinafter referred to as the "Administrative
Measures") and the "2019 Restricted Share Incentive Scheme (Revised
Draft)" (hereinafter referred to as the "Incentive Scheme (Revised
Draft)"), (1) for the Incentive Recipients who resign due to
resignation or layoffs of the Company, the Restricted Shares
granted but not yet unlocked held by them shall not be unlocked and
shall be repurchased and cancelled by the Company at the grant
price; (2) the Restricted Shares held by the Incentive Recipients
that are not eligible for unlocking in the relevant assessment year
shall be repurchased and cancelled by the Company at a repurchase
price equal to the sum of the grant price plus the interest accrued
at the bank's deposit rate for the same period; (3) upon completion
of registration of the Restricted Shares granted to the Incentive
Recipient, in case of the conversion of capital reserve to share
capital, bonus issue, sub-division of share capital, rights issue,
share consolidation or dividend distribution or any other actions
affecting the Company's total share capital or share price, the
Company shall make corresponding adjustments to the repurchase
price of the Restricted Shares that have not yet been
unlocked.
Four Incentive Recipients under the
Initial Grant and one Incentive Recipient under the Reserved Grant
of the 2019 Restricted Share Incentive Scheme no longer qualify as
Incentive Recipients due to their resignations for personal
reasons, and one Incentive Recipient under the Reserved Grant
disqualifies due to his/her failure in the performance assessment.
As a result, the Company will repurchase and cancel a total of
97,500 Restricted Shares granted but not yet unlocked held by these
six Incentive Recipients at a price of RMB4.287 per share for the
Initial Grant (adjusted) and RMB7.455 per share for the Reserved
Grant (adjusted) (and plus the interest accrued at the bank's
deposit rate for the same period, in case of those related to the
performance assessment failure, in accordance with
regulations).
Pursuant to the mandate issued at
the 2019 Annual General Meeting of the Company, the resolution on
the repurchase and cancellation is not required to be submitted to
the general meeting for consideration.
In summary, the number of Restricted
Shares to be repurchased and cancelled is 97,500 shares, with a
total repurchase amount of RMB481,343.00 (and plus the interest
accrued at the bank's deposit rate for the same period, in case of
those related to the performance assessment failure, in accordance
with regulations), which will be funded by the Company's own
capital.
III. EXPECTED CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANY
BEFORE AND AFTER THE REPURCHASE
Upon completion of the repurchase and cancellation of
the Restricted Shares, the number of shares subject to locking-up
will be reduced by 97,500, and the total number of shares of the
Company will be reduced by 97,500. The changes in the share capital
are as follows:
Unit:
Share
|
Category
|
Before the
change
|
Change
|
After the
change
|
|
Shares
subject to locking-up
|
97,500
|
-97,500
|
0
|
|
Shares
not subject to locking-up
|
2,271,496,706
|
0
|
2,271,496,706
|
|
Total
|
2,271,594,206
|
-97,500
|
2,271,496,706
|
Note: as the Company intends to
first complete the unlocking procedures for the Restricted Shares
before proceeding with the share cancellation procedure, the
figures "Before the Change" are based on the expected number of the
Shares upon the completion of the unlocking as detailed in the
Announcement on the Fulfillment of the Unlocking Conditions for the
Fourth Unlocking Period of the Initial Grant and the Third
Unlocking Period of the Reserved Grant of the 2019 Restricted Share
Incentive Scheme; and the above changes in the share capital
structure are subject to the share capital structure table issued
by the CSDC upon completion of the repurchase and
cancellation.
IV.
IMPACT ON THE RESULTS OF THE COMPANY
The repurchase and cancellation of
certain Restricted Shares will not have any material impact on the
financial position and results of operations of the Company. The
management team of the Company will continue to perform its duties
diligently to create value for shareholders.
V.
REVIEW OPINION OF THE REMUNERATION AND EVALUATION COMMITTEE OF THE
BOARD
Four Incentive Recipients under the
Initial Grant and one Incentive Recipient under the Reserved Grant
of the 2019 Restricted Share Incentive Scheme no longer qualify as
Incentive Recipients due to their resignations for personal
reasons, and one Incentive Recipient under the Reserved Grant
disqualifies due to his/her failure in the performance assessment.
As a result, the Company will repurchase and cancel a total of
97,500 Restricted Shares granted but not yet unlocked held by these
six former Incentive Recipients at a price of RMB4.287 per share
for the Initial Grant (adjusted) and RMB7.455 per share for the
Reserved Grant (adjusted) (and plus the interest accrued at the
bank's deposit rate for the same period, in case of those related
to the performance assessment failure, in accordance with
regulations). Given that the said repurchase and cancellation
comply with the "Administrative Measures for Equity Incentives of
Listed Companies" and the "2019 Restricted Share Incentive Scheme
(Revised Draft)" and will not prejudice the interests of the
Company and all shareholders, we approve the repurchase and
cancellation.
VI.
OPINION OF THE SUPERVISOR COMMITTEE
Pursuant to the provisions of the
"Administrative Measures for Equity Incentives of Listed Companies"
and the "2019 Restricted Share Incentive Scheme (Revised Draft)",
as four Incentive Recipients under the Initial Grant and one
Incentive Recipient under the Reserved Grant of the 2019 Restricted
Share Incentive Scheme no longer qualify as Incentive Recipients
due to their resignations for personal reasons, and one Incentive
Recipient under the Reserved Grant disqualifies due to his/her
failure in the performance assessment, the Company conducted the
repurchase at the corresponding repurchase price, which will not
prejudice the interests of the Company and all shareholders.
Therefore, the Supervisor Committee agrees with the repurchase and
cancellation of the 97,500 Restricted Shares granted but not yet
unlocked, held by the aforementioned six individuals.
VII. CONCLUSIONS OF THE LEGAL OPINION
As per the legal opinion issued by
TIAN YUAN LAW FIRM, it is believed that (1) MYSE has complied with
the completed approval and authorization procedures as required for
the Equity Incentive Scheme in accordance with the provisions of
the "Company Law", the "Securities Law", the Administrative
Measures for Equity Incentives of Listed Companies and other
relevant laws, regulations and normative documents, as well as the
2019 Restricted Share Incentive Scheme (Revised Draft); (2) the
approval and authorization required for the unlocking and the
repurchase and cancellation of the Restricted Shares of MYSE are in
compliance with the provisions set forth in the "Company Law", the
"Securities Law", the Administrative Measures for Equity Incentives
of Listed Companies and other relevant laws, regulations and
normative documents, as well as the Incentive Scheme (Revised
Draft). MYSE continues to be required to fulfil the obligations of
information disclosure and relevant announcement in respect of the
said unlocking and repurchase and cancellation of the Restricted
Shares within the specified timeframe as prescribed under the
"Company Law", the "Securities Law", the Administrative Measures
for Equity Incentives of Listed Companies and other relevant laws,
regulations and normative documents, as well as the Incentive
Scheme (Revised Draft).
Ming Yang
Smart Energy Group Limited
21
October, 2024