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" or "MYSE"), certain participants are not
qualified as participants due to their personal resignation or
failure in the appraisal. In accordance with the relevant
provisions of the Company's Incentive Scheme, the Company
repurchased and cancelled the aforesaid 97,500 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
|
|
97,500
|
97,500
|
16
January 2025
|
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 fourteenth meeting of the third session of the Board of
Directors and the ninth meeting of the third session of the
Supervisory Committee of the Company on 21 October 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 97,500
restricted shares held by 6 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.
REPURCHASE AND CANCELLATION OF RESTRICTED SHARES
(I)
Reasons and Basis 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
"Equity Incentives Administrative
Measures") and the "2019 Restricted Share Incentive Scheme
(Draft Revision)" (hereinafter referred to as the "Incentive Scheme
(Draft Revision)"),
in view of the fact that 6 participants of the Company's 2019
Restricted Share Incentive Scheme no longer qualify as participants
due to their personal resignations or failure in the
appraisal, the Board of
the Company, pursuant to the authorization of the 2019 annual
general meeting of the Company, has
decided to repurchase and cancel the 97,500
restricted shares granted but not yet unlocked held by
them.
(II) Relevant Personnel and Number of Shares
Involved in the Repurchase
and Cancellation
A total of 6 participants are
involved in the repurchase and cancellation of the restricted
shares (4
participants under the initial grant and 2 participants under the
reserved grant),
with an aggregate of 97,500 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
Incentives will be 0 Shares.
(III) Arrangements for the Repurchase and
Cancellation
The Company has opened a special
securities account for the repurchase with China Securities
Depository and Clearing Corporation Limited, Shanghai Branch
(hereinafter referred to as "CSDC Shanghai Branch"), and submitted
application for the repurchase and cancellation of the restricted
shares to CSDC Shanghai Branch. The cancellation of the restricted
shares is expected to be completed on 16 January 2025.
III. CHANGES IN SHARE STRUCTURE OF THE COMPANY AFTER THE
REPURCHASE AND CANCELLATION OF RESTRICTED SHARES
The changes in the share capital
structure of the Company after the repurchase and cancellation of
restricted shares of the Company are as follows:
Unit:
shares
|
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
|
|
2,271,496,706
|
|
Total
shares
|
2,271,594,206
|
-97,500
|
2,271,496,706
|
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 restricted shares
are in compliance with the provisions under the Equity Incentives Administrative Measures and other relevant
laws and regulations, 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
disputes that arise between the Company and the participants due to
the repurchase and cancellation, the Company shall bear relevant
legal liabilities arising therefrom.
V.
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 (Draft Revision); (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 2019 Restricted Share Incentive Scheme
(Draft Revision). MYSE continues to be
required to fulfil the obligations of information disclosure and
relevant announcement in respect of the 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 2019 Restricted Share Incentive Scheme
(Draft Revision ).
Ming Yang
Smart Energy Group Limited
13
January 2025
