TIDMMYSE
RNS Number : 7119N
Ming Yang Smart Energy Group Ltd
26 September 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 Repurchase and Cancellation of the Restricted
Shares Granted to Certain Incentive Participants but Remaining
Locked-up Under the 2019 Restricted Stock Incentive Scheme
Im portant Notice:
Number of restricted stocks repurchased and cancelled:
224,500
Repurchase price of restricted stocks: RMB4.591 per share for
incentive recipients granted for the first time and RMB7.759 per
share for incentive recipients reserved for grant
Ming Y ang Smart Energy Group Co., Ltd. (hereinafter referred to
as "Ming Y ang Smart Energy" or the "Company") held the first
meeting of the third session of the Board of Directors and the
first meeting of the third session of the Board of Supervisors on
26 September 2023, at which, the Resolution on the Repurchase and
Cancellation of the Restricted Stocks Granted, but not yet
Released, to Certain Participants under the 2019 Restricted Stock
Incentive Plan was considered and adopted, and pursuant to the
authorization of the Company's 2019 annual general meeting, the
repurchase and cancellation of the restricted stocks granted, but
not yet released, to certain participants under the 2019 Restricted
Stock Incentive Plan of the Company was made. The relevant matters
are now explained as follows:
I. Decision-making procedures and information disclosures
performed
1. On 26 August 2019, the Company held the 25th meeting of the
first session of the Board of Directors and the 18th meeting of the
first session of the Board of Supervisors, at which, resolutions
such as the 2019 Restricted Stock Incentive Plan (Draft) and
Summary and the Administrative Measures for the Implementation and
Assessment of the 2019 Restricted Stock Incentive Plan were
considered and adopted. The independent Directors issued
independent opinions for approval. The Board of Supervisors
verified the incentive recipients of the incentive plan and issued
verification opinions.
2. On 20 April 2020, the Company held the third meeting of the
second session of the Board of Directors and the third meeting of
the second session of the Board of Supervisors, at which,
resolutions such as the 2019 Restricted Stock Incentive Plan
(Amended Draft) and Summary and the Resolution on the Proposal to
the General Meeting to Authorize the Board of Directors to Handle
Matters Related to the Company's Restricted Stock Incentive Plan
were considered and adopted. The independent Directors issued
independent opinions for approval. The Board of Supervisors
verified the incentive recipients of the incentive plan and issued
verification opinions.
3. From 22 April 2020 to 2 May 2020, the Company internally
publicized the names and positions of the intended incentive
recipients. After the expiration of the publicity period, the Board
of Supervisors verified the list of incentive recipients granted
for the first time under the Stock Incentive Plan and explained the
publicity situation.
4. On 13 May 2020, the Company held the 2019 annual general
meeting, at which, resolutions such as the 2019 Restricted Stock
Incentive Plan (Amended Draft) and Summary, the Resolution on the
Proposal to the General Meeting to Authorize the Board of Directors
to Handle Matters Related to the Company's Restricted Stock
Incentive Plan and the Administrative Measures for the
Implementation and Assessment of the 2019 Restricted Stock
Incentive Plan were considered and adopted. Meantime, the Company
conducted a self-examination on the dealings in the Company's
stocks by insiders of the Stock Incentive Plan, and found no
relevant insiders using the inside information to purchase or sell
the Company's stocks.
5. On 20 May 2020, the Company held the fifth meeting of the
second session of the Board of Directors and the fifth meeting of
the second session of the Board of Supervisors, at which,
resolutions such as the Resolution on Adjusting Matters Related to
the 2019 Restricted Stock Incentive Plan and the Resolution on the
Grant of Restricted Stocks to Incentive Recipients Granted for the
First Time were considered and adopted. The Company's independent
Directors issued independent opinions, and believed that the
qualifications of the incentive recipients were legal and valid,
and the fixed grant date complied with relevant regulations. The
Board of Supervisors verified the incentive recipients of the
incentive plan and issued verification opinions.
6. On 7 July 2020, the Company granted a total of 23.3404
million shares to 220 incentive recipients for the first time, and
completed registration with the Shanghai Branch of China Securities
Depository and Clearing Corporation Limited (hereinafter referred
to as the "CSDC").
7. On 12 May 2021, the Company held the 20th meeting of the
second session of the Board of Directors and the 16th meeting of
the second session of the Board of Supervisors, at which, the
Resolution on the Grant of the Reserved Portion of Restricted
Stocks to Incentive Recipients under the 2019 Restricted Stock
Incentive Plan was considered and adopted. The independent
Directors issued independent opinions for approval, the Board of
Supervisors verified the incentive recipients for the reserved
portion, and Beijing Tianyuan Law Firm issued a legal opinion.
8. From 15 May 2021 to 24 May 2021, the Company internally
publicized the names and positions of the intended incentive
recipients for the reserved portion. After the expiration of the
publicity period, the Board of Supervisors verified the list of
incentive recipients for the reserved portion and explained the
publicity situation.
9. On 9 June 2021, the Company held the 21st meeting of the
second session of the Board of Directors and the 17th meeting of
the second session of the Board of Supervisors, at which, the
Resolution on Adjusting the Grant Price for the Reserved Grant and
the Repurchase Price for the First Grant under the 2019 Restricted
Stock Incentive Plan, the Resolution on the Repurchase and
Cancellation of Restricted Shares granted to Certain Incentive
Participants but not yet Released and the Resolution on the
Achievement of the Unlocking Conditions of the First Tranche of
Restricted Shares of the First Grant under 2019 Restricted Stock
Incentive Plan were considered and adopted, and pursuant to the
authorization of the Company's 2019 annual general meeting, (1) the
grant price of the reserved portion of the Company's 2019
Restricted Stock Incentive Plan was adjusted from RMB8.39 per share
to RMB8.284 per share, and the repurchase price for the first grant
was adjusted from RMB5.222 per share to RMB5.116 per share; (2) it
was agreed to repurchase and cancell 100,000 restricted stocks held
by 3 retired incentive recipients which had been granted but not
yet been released. The above shares were cancelled on 10 August
2021; and (3) it was agreed to handle the procedures for lifting
the sales restrictions for a total of 5,810,100 restricted stocks
held by 217 incentive recipients who met the conditions for lifting
the sales restrictions. The above shares were listed and circulated
on 9 July 2021. The independent Directors issued independent
opinions for approval, and Beijing Tianyuan Law Firm issued a legal
opinion.
10. On 17 September 2021, the Company granted a total of 5.498
million reserved restricted stocks to 103 incentive recipients at a
grant price of RMB8.284 per share, and completed registration with
the CSDC.
11. On 21 February 2022, the Company held the 28th meeting of
the second session of the Board of Directors and the 24th meeting
of the second session of the Board of Supervisors, at which, the
Resolution on the Repurchase and Cancellation of the Restricted
Stocks Granted, but not yet Released, to Certain Participants under
the 2019 Restricted Stock Incentive Plan was considered and
adopted, and pursuant to the authorization of the Company's 2019
annual general meeting, it was agreed to repurchase and cancell
472,500 restricted stocks held by 8 retired incentive recipients
which had been granted but not yet been released. The independent
Directors issued independent opinions for approval, and Beijing
Tianyuan Law Firm issued a legal opinion. The above shares were
cancelled on 23 May 2022.
12. On 28 June 2022, the Company held the 32nd meeting of the
second session of the Board of Directors and the 28th meeting of
the second session of the Board of Supervisors, at which, the
Resolution on Adjusting the Repurchase Price of the First Grant and
the Reserved Grant under 2019 Restricted Stock Incentive Plan and
the Resolution on the Achievement of the Unlocking Conditions of
the Second Tranche of Restricted Shares of the First Grant under
2019 Restricted Stock Incentive Plan were considered and adopted,
and pursuant to the authorization of the Company's 2019 annual
general meeting, (1) the repurchase price for the first grant under
the Company's 2019 Restricted Stock Incentive Plan was adjusted
from RMB5.116 per share to RMB4.895 per share, and the repurchase
price for the reserved portion was adjusted from RMB8.284 per share
to RMB8.063 per share; and (2) it was agreed to handle the
procedures for lifting the sales restrictions for a total of
5,667,600 restricted stocks held by 211 incentive recipients who
met the conditions for lifting the sales restrictions, and the
above shares were listed and circulated on 7 July 2022. The
independent Directors issued independent opinions for approval, and
Beijing Tianyuan Law Firm issued a legal opinion.
13. On 10 November 2022, the Company held the 35th meeting of
the second session of the Board of Directors and the 31st meeting
of the second session of the Board of Supervisors, at which, the
Resolution on the Achievement of the Unlocking Conditions of the
First Tranche of Restricted Shares of the Reserved Grant under 2019
Restricted Stock Incentive Plan was considered and adopted, and
pursuant to the authorization of the Company's 2019 annual general
meeting, it was agreed to handle the procedures for lifting the
sales restrictions for a total of 1,628,400 restricted stocks held
by 100 incentive recipients who met the conditions for lifting the
sales restrictions. The above shares were listed and circulated on
23 November 2022. The independent Directors issued independent
opinions for approval, and Beijing Tianyuan Law Firm issued a legal
opinion.
14. On 17 March 2023, the Company held the 37th meeting of the
second session of the Board of Directors and the 32nd meeting of
the second session of the Board of Supervisors, at which, the
Resolution on the Repurchase and Cancellation of the Restricted
Stocks Granted, but not yet Released, to Certain Participants under
the 2019 Restricted Stock Incentive Plan was considered and adopted
and pursuant to the authorization of the Company ' s 2019 annual
general meeting, it was agreed to repurchase and cancell 102,000
restricted stocks held by 6 retired incentive recipients which had
been granted but not yet been released. The independent Directors
issued independent opinions for approval, and Beijing Tianyuan Law
Firm issued a legal opinion. The above shares were cancelled on 22
May 2023.
15. On 18 July 2023, the Company held the 40th meeting of the
second session of the Board of Directors and the 35th meeting of
the second session of the Board of Supervisors, at which, the
Resolution on Adjusting the Repurchase Price of the First Grant and
the Reserved Grant under 2019 Restricted Stock Incentive Plan was
considered and adopted, and it was agreed to adjust the repurchase
price for the first grant under the Company's 2019 Restricted Stock
Incentive Plan from RMB4.895 per share to RMB4.591 per share and
the repurchase price for the reserved portion from RMB8.063 per
share to RMB7.759 per share. The independent Directors issued
unanimous independent opinions on the above-mentioned relevant
matters, and Beijing Tianyuan Law Firm issued a legal opinion
accordingly.
16. On 11 September 2023, the Company held the 42nd meeting of
the second session of the Board of Directors and the 37th meeting
of the second session of the Board of Supervisors, at which, the
Resolution on the Achievement of the Unlocking Conditions of the
Third Tranche of Restricted Shares of the First Grant under 2019
Restricted Stock Incentive Plan was considered and adopted, and it
was agreed to handle the procedures for lifting the sales
restrictions for a total of 5,582,600 restricted stocks held by 206
incentive recipients who met the conditions for lifting the sales
restrictions. The independent Directors issued independent opinions
for approval, and Beijing Tianyuan Law Firm issued a legal
opinion.
17. On 26 September 2023, the Company held the first meeting of
the third session of the Board of Directors and the first meeting
of the third session of the Board of Supervisors, at which, the
Resolution on the Repurchase and Cancellation of the Restricted
Stocks Granted, but not yet Released, to Certain Participants under
the 2019 Restricted Stock Incentive Plan was considered and
adopted, and pursuant to the authorization of the Company's 2019
annual general meeting, it was agreed to repurchase and cancell
224,500 restricted stocks held by 4 unqualified incentive
recipients who resigned due to personal reasons or were elected as
Supervisors which had been granted but not yet been released. The
independent Directors issued independent opinions for approval, and
Beijing Tianyuan Law Firm issued a legal opinion.
In conclusion, the 2019 Restricted Stock Incentive Plan of the
Company has fulfilled the relevant approval procedures, details of
which are set out in the relevant announcements and documents
disclosed by the Company in the designated information disclosure
media.
II. Reasons, quantity and price for the Repurchase and
Cancellation of the Restricted Stocks
In accordance with the relevant provisions of the Administrative
Measures for Share Incentives of Listed Companies and the 2019
Restricted Stock Incentive Plan (Amended Draft), the incentive
recipients participating in the incentive plan do not include
supervisors of the Company; for the incentive recipients who leave
office due to resignation or layoffs of the Company, their
Restricted Shares granted but restrictions not yet released shall
not be released from the locked period, and shall repurchased and
cancelled by the Company at the price of the grant; and upon
completion of registration of the Restricted Shares granted to the
incentive recipients, in case of capitalisation issue, bonus issue,
sub-division of share capital, rights issue, share consolidation or
distribution of dividends or other matters affecting the total
share capital of the Company or the price of the Company's shares,
the Company shall make corresponding adjustments to the repurchase
price of the restricted shares that have not yet been released from
locked period.
Three incentive recipients granted for the first time and one
incentive recipient reserved for grant under the 2019 Restricted
Stock Incentive Plan were ineligible as incentive recipients due to
leaving their jobs for personal reasons or having been elected as a
Supervisor of the Company, and the Company repurchased and canceled
the 224,500 restricted shares held by the above four former
incentive recipients that had been granted but not yet released
from restrictions at the price of RMB 4.591 per share (adjusted)
for the portion of the first grant and RMB 7.759 per share
(adjusted) for the portion of the reserved for grant. For details,
please refer to the "Announcement on Adjustment of the Repurchase
Price of the First Grant Portion and the Reserved Portion of the
2019 Restricted Stock Incentive Plan" (Announcement No.:2023-049),
which was disclosed by the Company in the designated information
disclosure media on 19 July 2023.
Pursuant to the authorization of the Company's 2019 annual
general meeting, the resolution on the repurchase and cancellation
does not need to be submitted to the general meeting for
consideration.
In conclusion, the repurchase and cancellation of 224,500 shares
of restricted shares, with a repurchase amount of RMB1,052,855.50,
was financed by the Company's own funds.
III. Expected changes in the Company's shareholding structure of
the Company before and after the repurchase
Upon completion of the repurchase and cancellation of the
restricted shares, it will result in a reduction of 224,500 shares
with selling restrictions conditions of the Company, and a
reduction of 224,500 the total number of shares of the Company, and
the changes in share capital are as follows:
Unit: Share
Category Before the the Change After the change
change
Shares subject
to selling restrictions 9,475,200 -224,500 9,250,700
-------------- ----------- -----------------
shares not subject
to selling restrictions 2,262,508,506 2,262,508,506
-------------- ----------- -----------------
Total 2,271,983,706 -224,500 2,271,759,206
-------------- ----------- -----------------
Note: The above changes in share capital structure are subject
to the share capital structure table issued by CSDC after the
completion of the repurchase and cancellation.
IV. Impact on the company's performance
This repurchase and cancellation of the restricted shares will
not materially affect the financial position and results of
operations of the Company. The management of the Company will
continue to work diligently and strive to create value for the
Shareholders.
V. Opinions of Independent Directors
In view of the fact that three incentive recipients granted for
the first time and one incentive recipient reserved for grant under
the 2019 Restricted Stock Incentive Plan were ineligible as
incentive recipients due to leaving their jobs for personal reasons
or having been elected as a Supervisor of the Company, and the
Company repurchased and canceled the 224,500 restricted shares held
by the above-mentioned 4 individuals that had been granted but not
yet released from restrictions at the price of RMB 4.591 per share
(adjusted) for the portion of the first grant and RMB 7.759 per
share (adjusted) for the portion of the reserved for grant. The
repurchase and cancellation of the restricted Shares by the Company
are in compliance with the Administrative Measures for Share
Incentives of Listed Companies and the 2019 Restricted Stock
Incentive Plan (Amended Draft), and will not prejudice the
interests of the Company and all Shareholders. As such, we agree
with the repurchase and cancellation.
VI. Opinions of the Board of Supervisors
In accordance with the Administrative Measures for Share
Incentives of Listed Companies and the 2019 Restricted Stock
Incentive Plan (Amended Draft), three incentive recipients granted
for the first time and one incentive recipient reserved for grant
under the 2019 Restricted Stock Incentive Plan were ineligible as
incentive recipients due to leaving their jobs for personal reasons
or having been elected as a Supervisor of the Company, and there
was no prejudice to the interests of the Company and all of the
shareholders to carry out the repurchase at the repurchase price.
Therefore, the Board of Supervisors agreed to repurchase and cancel
224,500 restricted shares which had been granted to the
above-mentioned 4 individuals but had not been released from
restriction of sale.
VII. Conclusion of the Legal Opinion
Beijing Tian yuan Law Firm has issued a legal opinion on the
repurchase and cancellation of restricted shares which have been
granted to certain incentive recipients but have not yet been
released from restriction of sale, and considers that (1) the
approval and authorization procedures which have been performed by
Ming Y ang Smart Energy in respect of the Share Incentive Plan are
in compliance with the Company Law, the Securities Law, the
Measures for Administration of Share Incentives for Listed
Companies and other laws, regulations and normative documents as
well as relevant provisions of the 2019 Restricted Stock Incentive
Plan (Amended Draft); (2) the necessary approvals and
authorizations have been obtained for the repurchase and
cancellation of restricted shares which have been granted to
certain incentive recipients but have not yet been released from
restriction of sale, and the reasons, quantity and adjusted price
for the repurchase and cancellation of restricted shares which have
been granted to certain incentive recipients but have not yet been
released from restriction of sale are in compliance with the
Company Law, the Securities Law, the Measures for Administration of
Share Incentives for Listed Companies and other laws, regulations
and normative documents as well as relevant provisions of the 2019
Restricted Stock Incentive Plan (Amended Draft).
Ming Yang Smart Energy Group Limited
2 6 September 2023
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