TIDMMYSE
RNS Number : 9865T
Ming Yang Smart Energy Group Ltd
20 November 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 the Implementation of Repurchase and
Cancellation of Certain Restricted Shares Granted Under the Equity
Incentives Scheme
Important notice:
l The Reasons for the Repurchase and Cancellation: Given that
certain incentive participants under the 2019 Restricted Share
Incentive Scheme of Ming Yang Smart Energy Group Limited (the
"Company") who resigned due to personal reasons or were elected as
Supervisors, the Company decided to repurchase and cancel the
above-mentioned 224,500 restricted shares granted but not yet
released according to the relevant requirements of the equity
incentive scheme of the Company.
l Information on shares to be cancelled:
Number of shares Number of shares
to be repurchased to be cancelled (in
(in share) share) Cancellation Date
224,500 224,500 23 November 2023
--------------------- ------------------
I. Decision-making Procedures Performed and Information
Disclosure of the Repurchase and Cancellation of Restricted
Shares
According to the authorisation of the 2019 annual general
meeting of the Company, 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, 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..
The Company has performed the procedures on notifying creditors
of the Repurchase and Cancellation of Restricted Shares in
accordance with the law. As at the date of this announcement, the
notification period has expired for 45 days, and the Company has
received no declaration from creditors requesting debt repayment or
provision of guarantees.
II. Repurchase and Cancellation of Restricted Shares
(I) The Reasons and Basis for the Repurchase and Cancellation of
Restricted Shares
According to the relevant requirements of the Administrative
Measures on Equity Incentives of Listed Companies (the
"Administrative Measures on Equity Incentives") and the 2019
Restricted Equity Incentive Scheme (Revised Draft) of the Company
(the "Equity Incentive Scheme (Revised Draft)"), four incentive
participants under the 2019 Restricted Equity Incentive Scheme
resigned due to personal reasons or were elected as Supervisors and
are no longer qualified as incentive participants. According to the
authorisation of the 2019 annual general meeting of the Company,
the Board decided to repurchase and cancel the 224,500 restricted
shares granted but not yet unlocked held by such incentive
participants.
(II) Relevant Participants and the Number of the Repurchase and
Cancellation
The Repurchase and Cancellation of Restricted Shares involves
four incentive participants, including three incentive participants
under the first grant and one incentive participants under the
reserved grant. A total of 224,500 restricted shares are proposed
to be repurchased and cancelled, and there remains 9,250,700 shares
subject to lock-up under the 2019 Restricted Equity Incentive
Scheme upon the completion of the repurchase and cancellation of
restricted shares.
(III) Arrangement of the Repurchase and Cancellation
The Company has opened a special securities account for the
Repurchase at the Shanghai Branch of China Securities Depository
and Clearing Corporation Limited (the "CSDCC") and submitted an
application for the repurchase and cancellation of restricted
shares to the CSDCC. The cancellation of restricted shares is
expected to complete on 23 November 2023.
III. Expected Changes in the Shareholding Structure of the
Company Upon the Completion of the Repurchase and Cancellation of
Restricted Share
Upon the Completion of the repurchase and cancellation of
restricted shares, the expected changes in share capital are as
follows:
Unit: share
Type Before the The number After the change
change of shares related
to current change
Shares subject
to lock-up 9,475,200 -224,500 9,250,700
-------------- ------------------- -----------------
Shares not subject
to lock-up 2,262,508,506 2,262,508,506
-------------- ------------------- -----------------
Total 2,271,983,706 -224,500 2,271,759,206
-------------- ------------------- -----------------
IV. Explanations and Commitments
The Board of the Company believes that the decision-making
procedures performed and information disclosure in relation to the
Repurchase and Cancellation of Restricted Shares are in compliance
with the relevant requirements of the Administrative Measures on
Equity Incentives and other laws and regulations and the
arrangements of the Equity Incentive Scheme and agreements related
to the grant of restricted shares, and will cause no damage to the
legitimate rights and interests of incentive participants and the
interests of creditors.
The Company undertakes that the Company has verified and
guaranteed that the information on incentive participants, the
number of shares and the cancellation date in relation to the
Repurchase and Cancellation of Restricted Shares is true, accurate
and complete and that relevant incentive participants has been
fully informed of and express no objection to the Repurchase and
Cancellation. In case of any disputes arising from the Repurchase
and Cancellation or in connection with any incentive participants,
the Company will undertake the relevant legal responsibilities
arising therefrom on its own.
V. Conclusion on the Legal Opinion
Beijing Tian Yuan Law Firm has issued a legal opinion on the
repurchase and cancellation of the restricted shares that have been
granted to the incentive participants but not yet unlocked, and the
law firm is of the opinion that (1) 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 on Equity Incentives of
Listed Companies and the relevant requirements of the 2019
Restricted Equity Incentive Scheme (Revised Draft); and (2) the
necessary approvals and authorisations have been obtained for the
repurchase and cancellation of the restricted shares that have been
granted to the participants but not yet unlocked. The reasons for
the repurchase and cancellation of the restricted shares granted to
certain participants but not yet unlocked and the number and the
adjusted prices of such shares are in compliance with the
requirements of the Company Law, the Securities Law, the
Administrative Measures on Equity Incentives of Listed Companies
and other laws, regulations and normative documents and the
requirements of the 2019 Restricted Equity Incentive Scheme
(Revised Draft).
Ming Yang Smart Energy Group Limited
20 November, 2023
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END
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(END) Dow Jones Newswires
November 20, 2023 04:55 ET (09:55 GMT)
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