TIDMMYSE
RNS Number : 3928V
Ming Yang Smart Energy Group Ltd
01 December 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 Conclusion of Voting Rights Entrustment
Agreement by Shareholder
Important notice:
l Beihai Ruiyue Venture Capital Co., Ltd. ("Beihai Ruiyue"), a
shareholder of Ming Yang Smart Energy Group Limited ("Mingyang
Smart", or the "Company") intends to entrust Mingyang New Energy
Investment Holding Group Co., Ltd. ("Energy Investment Group"), the
controlling shareholder of Mingyang Smart, as a proxy to exercise
all of the voting rights attached to its total 2,262,876 shares of
Mingyang Smart, representing 0.10% of the total share capital of
the Company (i.e. 2,271,759,206 shares). Upon the completion of the
Voting Rights Entrustment, Energy Investment Group will control the
voting rights represented by 25.44% of the Company's shares.
l The change in equity represents the Voting Rights Entrustment,
which does not trigger any offer for takeover.
l Upon the completion of the change in equity, Energy Investment
Group remains the sole controlling shareholder of the Company, and
the total number and proportion of shares of the Company held by
the actual controllers will remain unchanged. Thus, the actual
controllers of the Company will remain unchanged. The change in
equity will not affect the governance structure and ongoing
operations of the Company.
I. Basic Information of the Voting Rights Entrustment and the Change in Equity
Beihai Ruiyue was a former partner of Xiamen Lianyun Investment
Partnership (Limited Partnership) ("Xiamen Lianyun"), a related
shareholder of the Company, and was controlled by Mr. ZHANG
Chuanwei, an actual controller of the Company. Xiamen Lianyun was a
shareholder of the Company prior to its initial public offering and
is also the employee stock ownership platform of the Company. Upon
the resolution by the partners of the platform, it was decided to
dissolve and cancel the platform, and the shares of Mingyang Smart
held by the platform will be registered in the name of each partner
through the non-transaction transfer of securities. Upon the
completion of the non-transaction transfer of the above securities,
Beihai Ruiyue directly holds 2,262,876 shares of Mingyang Smart,
representing 0.10% of the total share capital of the Company (i.e.
2,271,759,206 shares).
On the same day of non-transaction transfer i.e. November 30(th)
, 2023 , Beihai Ruiyue will entrust Energy Investment Group as a
proxy to exercise all of the voting rights attached to its total
2,262,876 shares of Mingyang Smart ("Voting Rights Entrustment"),
representing 0.10% of the total share capital of the Company (i.e.
2,271,759,206 shares). Upon the completion of the Voting Rights
Entrustment, Energy Investment Group will be entitled to exercise
the voting rights represented by 25.44% of the Company's shares and
will be the sole controlling shareholder of the Company. The total
number and proportion of shares of the Company held by the actual
controllers of the Company will remain unchanged, and the Voting
Rights Entrustment will not lead to a change in the actual
controllers of the Company.
On 15 December 2022, Wiser Tyson Investment Corp Limited ("Wiser
Tyson"), First Base Investments Limited ("First Base"), Keycorp
Limited ("First Base"), Xiamen Bohui Yuncheng Investment
Partnership (Limited Partnership) ("Bohui Yuncheng", formerly
Gongqingcheng Boyun Investment Partnership (Limited Partnership))
and Zhongshan Ruixin Enterprise Management Consulting Partnership
(Limited Partnership) ("Zhongshan Ruixin"), which were former
co-controlling shareholders of the Company, entrusted Energy
Investment Group as a proxy to exercise all of the voting rights
attached to their total 375,666,412 shares of the Company,
representing 16.53% of the then total share capital of the Company
(i.e. 2,272,085,706 shares).
In view of these, the table below sets out the percentages of
shareholding and voting rights of relevant entities before and
after the Voting Rights Entrustment:
Controlling Before the Voting Rights Entrustment After the Voting Rights Entrustment
Shareholders
Number of Percentage of Percentage of Number of Percentage of Percentage of
Shareholding Shareholding Voting Rights Shareholding Shareholding Voting Rights
(shares) (shares)
--------------- --------------- --------------- --------------- --------------- ---------------
Energy
Investment
Group 200,051,612 8.81% 25.34% 200,051,612 8.81% 25.44%
--------------- --------------- --------------- --------------- --------------- ---------------
Wiser Tyson 157,062,475 6.91% 0.00% 157,062,475 6.91% 0.00%
--------------- --------------- --------------- --------------- --------------- ---------------
First Base 119,470,011 5.26% 0.00% 119,470,011 5.26% 0.00%
--------------- --------------- --------------- --------------- --------------- ---------------
Keycorp 44,683,336 1.97% 0.00% 44,683,336 1.97% 0.00%
--------------- --------------- --------------- --------------- --------------- ---------------
Bohui Yuncheng 36,647,003 1.61% 0.00% 36,647,003 1.61% 0.00%
--------------- --------------- --------------- --------------- --------------- ---------------
Zhongshan
Ruixin 17,803,587 0.78% 0.00% 17,803,587 0.78% 0.00%
--------------- --------------- --------------- --------------- --------------- ---------------
Beihai Ruiyue 2,262,874 0.10% 0.10% 2,262,874 0.10% 0.00%
--------------- --------------- --------------- --------------- --------------- ---------------
Total 577,980,898 25.44% 25.44% 577,980,898 25.44% 25.44%
--------------- --------------- --------------- --------------- --------------- ---------------
Note: The discrepancy between the total figure and the sum of
individual items in this announcement is due to rounding.
II. Basic Information of All Parties to the Voting Rights Entrustment
1 Principle / Party A: Beihai Ruiyue Venture Capital Co., Ltd.
Unified social credit code: 91442000MA4UKYYF25
Legal representative: ZHANG Chuanwei
Registered address: C17, F2, Building 12, Beihai International
Financial Center - Beihai Mangrove Modern Financial Industry City,
No. 288 Hubei Road, Yinhai District, Beihai City
2 Proxy / Party B
Mingyang New Energy Investment Holding Group Co., Ltd.
Unified social credit code: 914420006664946098
Legal representative: ZHANG Chuanwei
Registered address: Unit 359, No. 39-2, Keji East Road, Torch
Development Zone, Zhongshan City
3 Description of the relationship between the principle and the proxy
Both the principle and the proxy are controlled by the actual
controllers of the Company and are related parties to each
other.
III. Principal Contents of the Voting Rights Entrustment
Agreement
1 Voting Rights Entrustment
1.1 Party A shall irrevocably authorize Party B as the sole and
exclusive proxy in respect of all the shares he/she/it holds in the
listed company (2,262,876 shares in total) (the "Entrusted Shares")
to exercise the shareholder rights ("Entrusted Rights") on behalf
of the Party A on a discretionary basis in accordance with the
relevant laws and regulations such as the Company Law and the
articles of association of the listed company then in effect,
including but not limited to the following:
1.1.1 to submit proposal or resolution on nominating or
recommending candidates for directors, supervisors and senior
management of the listed company;
1.1.2 to request, convene, hold, preside over, attend or appoint
proxy(ies) to attend the shareholders' general meetings of the
Company according to law;
1.1.3 to vote on matters required to be discussed or resolved on
in accordance with the relevant laws, regulations, rules and other
legally binding normative documents or the articles of association
of the listed company, and sign the relevant documents; and
1.1.4 other matters in relation to shareholder voting right,
information right, enquiry right and other legal rights.
1.2 From the execution date of this agreement, if the number of
shares of the listed company changes as a result of bonus issue,
capitalization of reserves, share subdivision, share placing or
other reasons, the number of Entrusted Shares shall be adjusted
accordingly.
1.3 Each of the parties hereby confirms that, in principle,
Party A will not issue a power of attorney to Party B on specific
matters covered by the Voting Rights Entrustment, unless regulatory
authorities, the witness lawyer of the shareholders' general
meeting of the listed company or laws and regulations and normative
documents in force require so, in which case Party A shall provide
relevant documents required by Party B for its exercising of the
voting rights entrusted hereunder.
2 Term of Entrustment
2.1 The term of the Voting Rights Entrustment under this
agreement shall commence from the execution date of this agreement
and end on the termination date of entrustment specified in Article
2.2 of this agreement.
2.2 The termination date of voting rights entrustment between
any one of the principles and proxy shall be the earlier of the
following:
(1) such principal and the proxy reach an agreement on the
rescission or termination of the voting rights entrustment and
signed the termination agreement in writing;
(2) the date on which the Entrusted Shares are legally disposed
of by such principal and such Shares are no longer registered in
its name.
The Voting Rights Entrustment between other principals and the
proxy shall not change as a result of the termination of the
entrustment relationship between the aforesaid principal and the
proxy.
3 Exercise of the Entrusted Rights
3.1 Party A shall provide sufficient assistance to Party B in
exercise of the entrusted rights, including signing relevant legal
documents in time when necessary (e.g., to meet requirements of
submission of necessary documents to government authorities for
approval, registration and filing). Party A shall not prevent Party
B from exercising the entrusted rights by any act or omission.
3.2 If, at any time during the term of the Entrustment, the
grant or exercise of the Entrusted Rights under this agreement
cannot be fulfilled due to any reason, including the transfer of
ownership of the Entrusted Shares caused by the pledge of such
Shares, the parties shall immediately seek for an alternative that
is the nearest to the part of agreement that cannot be fulfilled
and, if necessary, sign a supplemental agreement to modify or
adjust the terms of this agreement, to ensure that the purposes
under this agreement can be accomplished.
3.3 When exercising the shareholder rights entrusted by Party A,
Party B shall not violate the relevant laws and regulations and the
relevant rules of China Securities Regulatory Commission, the stock
exchange and other regulatory authorities, and shall not damage the
interests of the listed company and all shareholders.
3.4 Unless prior written consent of Party A is obtained, Party B
shall not delegate the Entrusted Rights to other parties.
4 Disclaimer and Compensation
4.1 Party B shall be solely responsible for any consequences
arising from the possession or exercise of the Entrusted Rights,
including but not limited to any losses arising from the
litigation, recovery, arbitration, claim by any third party against
Party B or administrative investigation or punishment by government
authorities, except for any damages to the legitimate rights and
interests of the listed company or other shareholders for any
reasons not attributable to Party B, such as Party A's violation of
laws, regulations, normative documents, decisions or judgments of
judicial or competent authorities, and regulatory framework of the
listed company including the articles of association, agreements or
relevant arrangements between the listed company and the third
parties, and Party A's own reasons.
5 Liabilities for Breach
5.1 Each of the parties agrees and acknowledges that if either
party hereto does not perform or does not fully perform or delay in
performing its obligations under this agreement, or any party
hereto is in breach of its statements, representations,
undertakings or guarantees given under this agreement, it shall be
considered as breach of this agreement, and shall be responsible
for compensating all economic losses suffered by the non-defaulting
party.
IV. Impact of the Voting Rights Entrustment and the Change in Equity on the Company
Upon the completion of the Voting Rights Entrustment and the
change in equity, the total number and proportion of shares of the
Company held by the actual controllers will remain unchanged. The
change in equity will not affect the governance structure and
ongoing operations of the Company.
Upon the completion of the Voting Rights Entrustment and the
change in equity, the undertakings by and obligations of Energy
Investment Group in the Company's initial public offering will
remain unchanged and will not adversely affect the interests of the
Company's minority shareholders.
V. Other Relevant Instructions and Risk Warnings
The Voting Rights Entrustment and the change in equity will not
lead to any changes in the controlling shareholders and actual
controllers, and are in compliance with the provisions of the
Securities Law, the Administrative Measures on Acquisitions of
Listed Companies, the relevant laws, regulations and normative
documents of the Shanghai Stock Exchange, and the Articles of
Association.
Ming Yang Smart Energy Group Limited
1 December, 2023
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END
MSCEANAFELKDFEA
(END) Dow Jones Newswires
December 01, 2023 04:49 ET (09:49 GMT)
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