TIDMMYSE
RNS Number : 3938G
Ming Yang Smart Energy Group Ltd
18 July 2023
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
Ming Yang Smart Energy Group Limited (hereinafter referred to as
"Ming Yang Smart" or the "Company") held the 40th meeting of the
second Board and the 35th meeting of the second Supervisory
Committee on 18 July 2023, at which the Resolution Regarding
Adjustment in the Repurchase Prices of the First Grant and the
Reserved Portion under the 2019 Restricted Share Incentive Scheme
was considered and approved. Pursuant to the authorisation of the
2019 annual general meeting of the Company, the repurchase prices
of the first grant and the reserved portion under the 2019
restricted share incentive scheme of the Company (" 2019 Restricted
Share Incentive Scheme ") were adjusted. The relevant issues are
stated as follows:
I. Decision-making procedures performed and information
disclosure
1. On 26 August 2019, the Company held the 25th meeting of the
first Board and the 18th meeting of the first Supervisory
Committee, at which the 2019 Restricted Share Incentive Scheme
(Draft) and Summary, the Administrative Measures for the Evaluation
of the Implementation of the 2019 Restricted Share Incentive Scheme
and other resolutions were considered and approved. The Supervisory
Committee verified the incentive participants of the incentive
scheme and issued verification opinions.
2. On 20 April 2020, the Company held the third meeting of the
second Board and the third meeting of the second Supervisory
Committee, at which the 2019 Restricted Share Incentive Scheme
(Revised draft) and Summary, the Resolution Regarding Requesting
the General Meeting to Authorize the Board to Deal with Matters
Related to the Restricted Share Incentive Scheme of the Company and
other resolutions were considered and approved. The Supervisory
Committee verified the incentive participants of the incentive
scheme and issued verification opinions.
3. From 22 April 2020 to 2 May 2020, the Company conducted
internal public disclosures of the names and positions of the
proposed incentive participants. After the expiry of the public
notice period, the Supervisory Committee verified the list of the
incentive participants for the initial grant of the incentive
scheme and provided an explanation of the information.
4. On 13 May 2020, the Company held the 2019 annual general
meeting, at which the 2019 Restricted Share Incentive Scheme
(Revised draft) and Summary, the Resolution Regarding Requesting
the General Meeting to Authorize the Board to Deal with Matters
Related to the Restricted Share Incentive Scheme of the Company,
the Administrative Measures for the Evaluation of the
Implementation of the 2019 Restricted Share Incentive Scheme and
other resolutions were considered and approved. The Company
conducted self-inspection on the trading of the shares of the
Company by insiders of the share incentive scheme, and the Company
did not find any insider trading of the shares of the Company using
insider information.
5. On 20 May 2020, the Company held the fifth meeting of the
second Board and the fifth meeting of the second Supervisory
Committee, at which the Resolution Regarding the Issues Related to
the Adjustment in the 2019 Restricted Share Incentive Scheme, the
Resolution Regarding the Grant of Restricted Shares to Incentive
Participants Under the First Grant and other resolutions were
considered and approved. Independent Directors of the Company
expressed their independent opinions in this regard, and they are
of the view that the qualifications of the incentive participants
are legal and valid. The determined Grant Date complies with the
relevant requirements. The Supervisory Committee verified the
incentive participants of the incentive scheme and issued
verification opinions.
6. On 7 July 2020, the Company initially granted an aggregate of
23.3404 million shares to 220 incentive participants and completed
the registration at the Shanghai Branch of China Securities
Depository and Clearing Corporation Limited (hereinafter referred
to as the " CSDCC ").
7. On 12 May 2021, the Company held the 20th meeting of the
second Board and the 16th meeting of the second Supervisory
Committee, at which the Resolution Regarding the Grant of Reserved
Restricted Shares to Incentive Participants Under the 2019
Restricted Share Incentive Scheme was considered and approved. The
Supervisory Committee verified the incentive participants of the
reserved portion.
8. From 15 May 2021 to 24 May 2021, the Company conducted
internal public disclosures of the names and positions of the
proposed incentive participants for the reserved portion. After the
expiry of the public notice period, the Supervisory Committee
verified the list of the incentive participants for the reserved
portion to be granted to them and made public disclosures.
9. On 9 June 2021, the Company held the 21st meeting of the
second Board and the 17th meeting of the second Supervisory
Committee, at which the Resolution Regarding the Adjustment in the
Grant Price of the Reserved Portion Under the 2019 Restricted Share
Incentive Scheme and the Repurchase Price of the Some Shares Under
the First Grant, the Resolution Regarding the Repurchase and
Cancellation of the Restricted Shares Granted to the Incentive
Participants but Remaining Locked-up and the Resolution Regarding
the Fulfilment of the Unlocking Conditions for the First Unlocking
Period for the First Grant Under the 2019 Restricted Share
Incentive Scheme were considered and approved, agreeing (1) the
grant price of the reserved portion under the 2019 Restricted Share
Incentive Scheme was adjusted from RMB8.39 per share to RMB8.284
per share, and the repurchase price of the shares under the first
grant was adjusted from RMB5.222 per share to RMB5.116 per share;
(2) the annual general meeting agreed to repurchase and cancel the
100,000 restricted shares granted but remaining unlocked held by
three incentive participants who have left office, and such shares
were cancelled on 10 August 2021; and (3) the annual general
meeting completed the relevant procedures for unlocking a total of
5,810,100 restricted shares held by 217 incentive participants
meeting the unlocking conditions, and such shares became tradable
on 9 July 2021.
10. On 17 September 2021, the Company granted a total of
5,498,000 reserved shares of the restricted shares to 103 incentive
participants at the grant price of RMB8.284 per share and completed
the registration procedures with CSDCC.
11. On 21 February 2022, the Company held the 28th meeting of
the second Board and the 24th meeting of the second Supervisory
Committee, at which the Resolution Regarding the Repurchase and
Cancellation of the Restricted Shares Granted to Certain Incentive
Participants but Remaining Locked-up Under the 2019 Restricted
Share Incentive Scheme was considered and approved, agreeing to
repurchase and cancel the 472,500 restricted shares granted but
remaining unlocked held by eight incentive participants who have
left office. Such shares were cancelled on 23 May 2022.
12. On 28 June 2022, the Company held the 32nd meeting of the
second Board and the 28th meeting of the second Supervisory
Committee, at which the Resolution Regarding the Adjustment in the
Repurchase Price of the Shares Under the First Grant and the
Repurchase Price of the Reserved Portion under the 2019 Restricted
Share Incentive Scheme and the Resolution Regarding the Fulfilment
of the Unlocking Conditions for the Second Unlocking Period for the
First Grant Under the 2019 Restricted Share Incentive Scheme were
considered and approved, agreeing (1) the repurchase price of the
shares under the first grant under the 2019 Restricted Share
Incentive Scheme was adjusted from RMB5.116 per share to RMB4.895
per share, and the repurchase price of the reserved portion was
adjusted from RMB8.284 per share to RMB8.063 per share; and (2) the
annual general meeting agreed to complete the relevant procedures
for unlocking a total of 5,667,600 restricted shares held by 211
incentive participants meeting the unlocking conditions. Such
shares became tradable on 7 July 2022.
13. On 10 November 2022, the Company held the 35th meeting of
the second Board and the 31st meeting of the second Supervisory
Committee, at which the Resolution Regarding the Fulfilment of the
Unlocking Conditions for the First Unlocking Period for the
Reserved Portion Under the 2019 Restricted Share Incentive Scheme
was considered and approved, agreeing to complete the relevant
procedures for unlocking a total of 1,628,400 restricted shares
held by 100 incentive participants meeting the unlocking
conditions. Such shares became tradable on 23 November 2022.
14. On 17 March 2023, the Company held the 37th meeting of the
second Board and the 32nd meeting of the second Supervisory
Committee, at which the Resolution Regarding the Repurchase and
Cancellation of the Restricted Shares Granted to Certain Incentive
Participants but Remaining Locked-up Under the 2019 Restricted
Share Incentive Scheme was considered and approved. As authorised
by the 2019 annual general meeting of the Company, the annual
general meeting agreed to repurchase and cancel the 102,000
restricted shares granted but remaining unlocked held by six
incentive participants who have left office. Such shares were
cancelled on 22 May 2023.
15. On 18 July 2023, the Company held the 40th meeting of the
second Board and the 35th meeting of the second Supervisory
Committee, at which the Resolution Regarding Adjustment in the
Repurchase Prices of the First Grant and the Reserved Portion under
the 2019 Restricted Share Incentive Scheme was considered and
approved, agreeing to adjust the purchase price of the first grant
under the 2019 Restricted Share Incentive Scheme from RMB4.895 per
share to RMB4.591 per share, and adjust the repurchase price of the
reserved portion from RMB8.063 per share to RMB7.759 per share.
Independent Directors expressed their independent consent
opinions for the above related matters, and Beijing Tian Yuan Law
Firm issued a legal opinion accordingly.
In summary, 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 for the adjustment
Pursuant to the Resolution Regarding the Profit Distribution
Plan for 2022 considered and approved at the 2022 general meeting
of the Company, the Company completed the equity distribution on 14
June 2023, namely a cash dividend of RMB 3.0410 (tax inclusive) was
distributed to all shareholders for every 10 shares, and an
aggregate cash dividend of RMB 690,910,245.00 (tax inclusive) was
distributed.
According to the relevant requirements of the Administrative
Measures on Equity Incentives of Listed Companies and the 2019
Restricted Share Incentive Scheme (Revised draft) of the Company,
after the completion of registration of the restricted shares
granted to the incentive participants, if there are conversions of
capital reserve into share capital, distributions of dividends,
stock splits, allotments of shares, reductions of shares and other
activities affecting the total share capital or share price of the
Company, the Company shall make corresponding adjustments to the
repurchase prices of the restricted shares which have not been
unlocked.
1. The adjustment in the repurchase price of the first grant is set out below:
The adjusted repurchase price for the restricted shares of the
first grant is: P P 0 -V=RMB4.895 per share - RMB0.3041 per share
.APPROX. RMB4.591per share, of which P 0 represents the
pre-adjusted repurchase price for the restricted shares per share;
V represents the dividend payment amount per share; and P
represents the adjusted repurchase price for the restricted shares
per share.
2. The adjustment in the repurchase price of the reserved portion is set out below:
The adjusted repurchase price for the restricted shares of the
reserved portion is: P P 0 -V=RMB8.063 per share - RMB0.3041 per
share .APPROX. RMB 7.759 per share, of which P 0 represents the
pre-adjusted repurchase price for the restricted shares per share;
V represents the dividend payment amount per share; and P
represents the adjusted repurchase price for the restricted shares
per share.
In addition to the above adjustments, other contents of the
Restricted Share Incentive Scheme implemented this time are
consistent with the incentive scheme considered and approved at the
2019 annual general meeting of the Company. Pursuant to the
authorisation of the 2019 annual general meeting of the Company,
the adjustment is not required to be submitted to the general
meeting for consideration.
III. The adjustment's effects on the Company
The adjustment of the relevant matters in the Restricted Share
Incentive Schem is in compliance with the relevant requirements of
the Administrative Measures on Equity Incentives of Listed
Companies and the 2019 Restricted Share Incentive Scheme (Revised
draft), and is consistent with the actual situation of the Company
and will not have material effects on the financial conditions and
operation results of the Company.
IV. Opinions of Independent Directors
As considered, independent directors are of the view that the
Board's approval of the adjustment in the repurchase prices of the
first grant and the reserved portion under the 2019 Restricted
Share Incentive Scheme is in compliance with the laws, regulations
and normative documents such as the Administrative Measures on
Equity Incentives of Listed Companies and the relevant requirements
of the 2019 Restricted Share Incentive Scheme (Revised draft). The
adjustment is within the scope of authority of the Board at the
2019 annual general meeting of the Company, and the procedures for
the adjustment are in compliance the laws and regulations and there
are no circumstances where the interests of the Company and all of
its shareholders will be damaged; they agreed the Board to adjust
the repurchase prices of the first grant and the reserved portion
under the 2019 Restricted Share Incentive Scheme to RMB4.591 per
share and RMB7.759 per share, respectively.
V. Opinions of the Supervisory Committee
As considered, the Supervisory Committee is of the view that the
adjustment in the repurchase prices of the first grant and the
reserved portion under the Restricted Share Incentive Scheme is in
compliance with the relevant laws and regulations such as the
Administrative Measures on Equity Incentives of Listed Companies
and there are no circumstances where the interests of the Company
and all of its shareholders will be damaged. We agreed on the
adjustment in the repurchase prices of the first grant and the
reserved portion under the Restricted Share Incentive Scheme.
VI. Conclusion on the Legal Opinion
Beijing Tian Yuan Law Firm has issued a legal opinion on the
adjustment in the repurchase prices of the first grant and the
reserved portion under the 2019 Restricted Share Incentive Scheme
and the law firm is of the opinion that: the approval and
authorisation procedures went through by Ming Yang Smart in respect
of the Share Incentive Scheme are in compliance with the relevant
laws, regulations and normative documents such as the Company Law,
the Securities Law, the Administrative Measures and the relevant
requirements of the Incentive Scheme (Revised draft); the necessary
approvals and authorisations have been obtained for the adjustment
in the repurchase prices of the first grant and the reserved
portion; the reasons for the adjustment in the repurchase prices of
the first grant and the reserved portion and the adjusted prices
are in compliance with the requirements of the Company Law of the
People's Republic of China, the Securities Law of the People's
Republic of China, the Administrative Measures and other laws,
regulations and normative documents and the requirements of the
Incentive Scheme (Revised draft).
.
Ming Yang Smart Energy Group Limited
18 July, 2023
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July 18, 2023 06:17 ET (10:17 GMT)
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