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)
Resolution of the 2023 Annual
General Meeting
Important notice:
• Whether any of the proposed
resolution at the meeting was objected: None
I.
CONVENING AND ATTENDANCE OF THE MEETING
(I) Date of the
General Meeting: 22 May 2024
(II) Venue of the General
Meeting: Conference room on the 5th floor of Ming
Yang Smart Energy Group
Co., Ltd., Mingyang Industrial Park, No. 22 Huoju Avenue, Zhongshan
Torch Development Zone, Guangdong Province
(III)
Ordinary shareholders and preference shareholders with recovered
voting rights who attended the meeting and their
shareholdings:
|
1. The number of
shareholders attending in person or by proxy
|
41
|
|
2. The total number of
shares carrying voting rights held by shareholders attending the
meeting (shares)
|
709,767,795
|
|
3. The number of shares
carrying voting rights held by shareholders attending the meeting
as a percentage of the total number of shares of the Company
carrying voting rights (%)
|
32.9948
|
The "Total number of voting shares
of the company" as indicated in the above table excludes the number
of shares in the Repurchase Securities Account of Ming Yang Smart
Energy Group Limited without voting rights.
(IV)
Whether the voting procedures were in compliance with the
requirements under the Company Law of the People's Republic of
China ("Company Law") and the articles of association of the
Company ("Articles of Association"), the presiding of the meeting
and other details.
The meeting was convened by the
Board. Mr. Zhang Chuanwei, chairman of the Company, presided over
the meeting. The
meeting was held and voted by a combination of on-site voting and
online voting. The convening and holding of the meeting complied
with the provisions of the Company Law and the Articles of
Association.
(V) Attendance of the
Directors, supervisors of the Company and secretary to the
Board
1. 6 out of the 11 incumbent directors of the Company
attended the meeting on-site or
online. Mr. Ge Changxin, vice chairman of
the company, and Director Mr. Zhang Qiying,
Mr. Wang Jinfa, Mr.
Zhang Rui, Mr. Zhang Dawei were unable to attend the
meeting due to other business
arrangements;
2. 2 out of the 3 incumbent supervisors
of the Company attended the meeting on-site or online.
Mr. Cheng Yongfeng ,
supervisor of the Company, was unable
to attend the meeting due to other business arrangements;
3. Mr.
Pan Yongle, the secretary
to the Board of the Company, attended the meeting;
Mr. Liang Caifa, Chief Financial Officer, Ms. Yi
Lingna, Mr. Han Bing and Mr. Ye Fan,
vice Presidents of the Company, attended the
meeting.
II. VOTING
RESULTS OF THE RESOLUTION
(I) Resolution by
non-cumulative poll
1.
Resolution on the 2023 Annual Work Report of the Board of
Directors
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
709,519,495
|
99.9650
|
84,000
|
0.0118
|
164,300
|
0.0232
|
2. Resolution on the 2023 Annual Work
Report of the Board of Supervisors
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
709,498,995
|
99.9621
|
104,500
|
0.0147
|
164,300
|
0.0232
|
3.
Resolution on the 2023 Annual Work Report of
Independent Directors
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
707,619,995
|
99.6973
|
1,983,500
|
0.2794
|
164,300
|
0.0233
|
4.
Resolution on the Final Account Report for the
Year 2023
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
709,524,695
|
99.9657
|
78,800
|
0.0111
|
164,300
|
0.0232
|
5.
Resolution on the 2023 Annual Report
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
709,524,695
|
99.9657
|
78,800
|
0.0111
|
164,300
|
0.0232
|
6.
Resolution on the Proposal on the Preliminary
Profit Distribution Plan for 2023
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
709,648,595
|
99.9832
|
89,200
|
0.0125
|
30,000
|
0.0043
|
7.
Resolution on the Proposal on the Remuneration of
Non-independent Directors for 2023
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
709,606,395
|
99.9772
|
161,400
|
0.0228
|
0
|
0.0000
|
8.
Resolution on the Proposal on the Remuneration of
Independent Directors for 2023
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
709,606,795
|
99.9773
|
161,000
|
0.0227
|
0
|
0.0000
|
9.
Resolution on the Proposal on the Remuneration of
Supervisors for 2023
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
709,606,795
|
99.9773
|
161,000
|
0.0227
|
0
|
0.0000
|
10.
Resolution on the Amendments to the Working Rules
for Independent Directors
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
667,324,568
|
94.0201
|
42,413,227
|
5.9756
|
30,000
|
0.0043
|
11.
Resolution on the Amendments to the Related Party
Transactions Decision Making Rules
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
667,319,768
|
94.0194
|
41,363,327
|
5.8277
|
1,084,700
|
0.1529
|
12.
Resolution on the Amendments to the Rules for
Management of External Guarantee
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
665,388,968
|
93.7474
|
43,314,127
|
6.1025
|
1,064,700
|
0.1501
|
13.
Resolution on the Amendments to the Proceeds
Management Rules
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
667,324,568
|
94.0201
|
41,358,527
|
5.8270
|
1,084,700
|
0.1529
|
14.
Resolution on the Proposal on the Company's
Provision of Guarantees to Related Parties
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
708,451,594
|
99.8145
|
1,316,197
|
0.1854
|
4
|
0.0001
|
15.
Resolution on the Proposal on the Estimated Amount
of Daily Related Party Transactions of the Company for
2024
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
114,200,328
|
99.8732
|
114,900
|
0.1004
|
30,000
|
0.0264
|
16.
Resolution on the Proposal on the Estimated
External Guarantee Quota of the Company for 2024
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
648,256,488
|
91.3336
|
60,456,607
|
8.5178
|
1,054,700
|
0.1486
|
17.
Resolution on the Proposal on the Application for
Credit Facilities from Financial Institutions for 2024
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
671,835,764
|
94.6557
|
36,847,331
|
5.1914
|
1,084,700
|
0.1529
|
18.
Resolution on the Proposal on Engaging Foreign
Exchange Hedging Business
Result
after consideration: approved
Voting
results:
|
Class of
shareholders
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
A
share
|
709,658,995
|
99.9846
|
78,800
|
0.0111
|
30,000
|
0.0043
|
(II) Voting
results of shareholders with less than 5% share interest in
relation to material items
|
Resolution
No.
|
Resolution
|
Affirmative
|
Dissenting
|
Abstaining
|
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
Number of
votes
|
Percentage
(%)
|
|
6
|
Resolution
on the Proposal on the Preliminary Profit Distribution Plan for
2023
|
319,524,497
|
99.9627
|
89,200
|
0.0279
|
30,000
|
0.0094
|
|
7
|
Resolution
on the Proposal on the Remuneration of Non-independent Directors
for 2023
|
319,482,297
|
99.9495
|
161,400
|
0.0505
|
0
|
0.0000
|
|
8
|
Resolution
on the Proposal on the Remuneration of
Independent Directors for 2023
|
319,482,697
|
99.9496
|
161,000
|
0.0504
|
0
|
0.0000
|
|
14
|
Resolution
on the Proposal on the Company's Provision
of Guarantees to Related Parties
|
318,327,496
|
99.5882
|
1,316,197
|
0.4117
|
4
|
0.0001
|
|
15
|
Resolution
on the Proposal on the Estimated Amount of
Daily Related Party Transactions of the Company for 2024
|
114,200,328
|
99.8732
|
114,900
|
0.1004
|
30,000
|
0.0264
|
|
16
|
Resolution
on the Proposal on the Estimated External
Guarantee Quota of the Company for 2024
|
258,132,390
|
80.7562
|
60,456,607
|
18.9137
|
1,054,700
|
0.3301
|
|
18
|
Resolution on the Proposal on Engaging Foreign Exchange Hedging
Business
|
319,534,897
|
99.9659
|
78,800
|
0.0246
|
30,000
|
0.0095
|
(III)
Details in relation to the voting results of the
resolution
1. Special resolution: Resolution 14、16
2. The resolution for separate counting of votes
cast by minority investors: Resolution 6、7、8、14、15、16、18
3. Resolution
involving related shareholder abstention
from voting: Resolution 14、15
Names of
connected shareholders who should abstain from voting: Resolution
15:Mingyang New Energy Investment Holding Group Co., Ltd., Keycorp
Limited, First Base Investments Limited, Wiser Tyson Investment
Corp Limited, Zhongshan Ruixin Enterprise Management Consulting
Partnership, Mr. Wang Jinfa, Ningbo Boyun Tiancheng Venture Capital
Partnership (Limited Partnership), Eternity Peace Company Limited,
Lucky Prosperity Company Limited, Mr. Cheng Jiawan, Mr. Wang
Dongdong,, Mr. Zhang Chuanwei, Beihai Ruiyue Venture Capital Co.,
Ltd., Mr. Pan Yongle, Mr. Shen Zhongmin, Ms. Yi Lingna and Mr. Liu
Jianjun. Resolution 14: Mr. Yu Jiangtao
III.
ATTESTATION BY LAWYER
1. The General Meeting was attested by: ZHONG LUN
LAW FIRM (北京市中伦（深圳）律师事务所)
Lawyers:
Gao Xinbin, Zhou Yuxiang
2. Concluding opinions from the lawyers for the
attestation:
In the
lawyers' opinion, the convening and holding procedures of the
general meeting were in compliance with relevant laws,
administrative regulations, Rules of Procedures for the General
Meetings and the Articles of Association; the qualifications of the
persons attending the meeting and the convener were lawful and
valid; and the voting procedures conducted at the meeting and the
voting results thereof were lawful and valid.
Ming Yang
Smart Energy Group Limited
22
May 2024