REG - Ming Yang Smart Engy - Notice of the First EGM in 2024
05/08/2024 14:00
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RNS Number : 2218Z Ming Yang Smart Energy Group Ltd 05 August 2024
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)
Notice of the First Extraordinary General Meeting in 2024
NOTICE IS HEREBY GIVEN that the First Extraordinary General Meeting in 2024 of
Ming Yang Smart Energy Group Limited will be held at conference room on the
5th floor of Ming Yang Smart Energy Group Limited, Ming Yang Industrial Park,
No.22, Torch Avenue, Zhongshan Torch High-tech Industrial Development Zone,
Zhongshan City, Guangdong, People's Republic of China, on Tuesday, 27 August
2024 at 15:00 (Beijing Time), for the purpose of considering, and if thought
fit, passing the following resolution：
Ordinary Resolution
To consider and approve the Changes in Some of Proceeds-funded Projects
Ming Yang Smart Energy Group Limited
5 August, 2024
Appendix：Proposal on the Changes in Some of Proceeds-funded Projects
To all Shareholders and Shareholders' proxies,
In order to improve the efficiency of the use of proceeds, according to
strategic planning and business needs, as considered and approved at the
eleventh meeting of the third session of Board of Directors and the seventh
meeting of the third session of Board of Supervisors of Ming Yang Smart Energy
Group Limited (the "Company" and "MYSE") held on 5 August 2024, it is proposed
to change the remaining proceeds of 891,112,000 (RMB, same as below) and net
interest of the project of 29,431,200(interest income less handling fee
expenses, the actual amount is subject to the bank balance of proceeds on the
date when it is transferred out) originally planned to be invested in the
Shanwei Marine Engineering Base (Lufeng) Project MYSE Offshore Wind Power
Industrial Park Project (the "Shanwei Industrial Park Project") under the 2020
non-public offering of shares (the "2020 Private Placement") to be used for
the investment and construction of : 1) the Mingyang Yumen Xinminbao 100MW
Wind Farm Project (the "Mingyang Xinminbao Project"), the amount of proceeds
to be used in such project shall be 201,112,000 together with net interest of
29,431,200 (interest income less handling fee expenses, the actual amount is
subject to the bank balance of proceeds on the date when it is transferred
out), totalling 230,543,200; and 2) the Zhangjiakou Mingyang Chabei Alibaba
Data Center Source-Grid-Load-Storage Project (the "Mingyang Chabei Project"),
the amount of proceeds to be used in such project shall be 690,000,000).
Details of relevant matters are disclosed as follows:
I. Overview of Proceeds
(I) Basic information on proceeds
Approved by the China Securities Regulatory Commission's Reply on Approval of
Ming Yang Smart Energy Group Limited's Non-Public Issuance of Shares ( 2020
No. 1516), the Company issued 413,916,713 ordinary shares (A shares) to
specific investors in a non-public offering at an issue price of 14.02 per
share. As of 26 October 2020, the Company actually received a total of
5,803,112,300 in proceeds from this non-public offering. After deducting the
issuance fee of 31,065,000, the net proceeds amounted to 5,772,047,300. The
above-mentioned proceeds have been verified by the capital verification report
(Zhi Tong Yan Zi (2020) No. 110ZC00394) issued by Grant Thornton (Special
General Partnership).
In order to standardize the Company's proceeds management and protect the
rights and interests of investors, the Company has opened a special account
for proceeds in accordance with relevant laws and regulations, and entered
into a special account supervision agreement for proceeds with the sponsor and
the special account storage bank for proceeds to implement special account
storage management for the proceeds.
(II) Changes in these proceeds-funded projects
The Shanwei Industrial Park Project originally proposed to use proceeds of
1,499,514,100, and as of 31 July 2024, the actual proceeds invested were
608,402,100, l with the remaining principal amount of proceeds of 891,112,000.
It is proposed to change the remaining proceeds of 891,112,000 and net
interest of the project of 29,431,200(interest income less handling fee
expenses, the actual amount is subject to the bank balance of proceeds on the
date when it is transferred out) originally planned to be invested in the
Shanwei Industrial Park Project under the 2020 non-public offering of shares
to be used for the investment and construction of the Mingyang Xinminbao
Project and the Mingyang Chabei Project. The amount involved in change of the
use of proceeds accounts for 15.44% of the net proceeds from the 2020 Private
Placement. Details of such change are as follows:
Before such change After such change
Project name Amount of proceeds to be used Project name Amount of proceeds to be used
Shanwei Industrial Park Project 891,112,000 and net interest of the project of 29,431,200(interest income less Mingyang Xinminbao Project 201,112,000 together with net interest of 29,431,200, totalling
handling fee expenses, the actual amount is subject to the bank balance of 230,543,200(the actual amount is subject to the bank balance of proceeds on
proceeds on the date when it is transferred out) the date when it is transferred out)
Mingyang Chabei Project 690,000,000
On 5 August 2024, the Company held the eleventh meeting of the third session
of Board of Directors and the seventh meeting of the third session of Board of
Supervisors, and considered and approved the changes in some of
proceeds-funded projects. The changes in some of proceeds-funded projects
still need to be submitted to the General Meeting of the Company for
consideration. The changes in some of proceeds-funded projects do not
constitute a related party transaction.
On 14 December 2023, the Company held the third meeting of the third session
of Board of Directors and the third meeting of the third session of Board of
Supervisors, and considered and approved the Resolution on the Use of Part of
Idle Proceeds to Temporarily Supplement Working Capital. The Company intended
to use part of the idle proceeds from the non-public offering of shares in
2020 to temporarily supplement working capital, with a total amount not
exceeding 1.3 billion and a term not exceeding 12 months.. As of 1 July 2024,
the balance of the special account for proceeds of the Shanwei Industrial Park
Project amounted to 20,543,200, and the temporary supplementary working
capital has not yet been returned to the special account, with a balance of
900 million.
The Company plans to return the temporary supplementary working capital to the
special account of the Shanwei Industrial Park Project after the approval of
the shareholders' general meeting and open a special account for proceeds for
the new project, and sign a supervision agreement with the sponsor and the
bank supervising the special account for proceeds. The remaining proceeds of
the Shanwei Industrial Park Project will be transferred to the changed special
account for proceeds according to the above-mentioned amount of the proceeds
to be used after consideration, and the corresponding net interest (interest
income less handling fee expenses, subject to the bank balance of proceeds on
the date when it is transferred out) will be transferred in full to the
special account for proceeds of the Mingyang Xinminbao Project. The special
account for proceeds of the Shanwei Industrial Park Project will be cancelled
accordingly, and the supervision agreement for proceeds signed by the Company
with the sponsor and the bank supervising the special account for proceeds
will also be terminated accordingly.
II. Specific reasons for changes in the proceeds-funded projects
(I) Planned investment and actual investment in the original project
The implementing entity of the original Shanwei Industrial Park Project is
Shanwei Mingyang New Energy Technology Co., Ltd. ("Shanwei Mingyang"), a
wholly-owned subsidiary of the Company. Its construction work is the R&D
and production base for large offshore wind power equipment, including the
R&D and manufacturing of large offshore wind turbines, the manufacturing
of offshore wind turbine blade equipment and the construction of related
supporting facilities. Specific construction content includes plant,
production equipment and supporting office building, dormitory, floating dock
and 12-15MW offshore wind turbine R & D project of the production base
project.
The Shanwei Industrial Park Project originally proposed to use proceeds of
1,499,514,100, and as at 31 July 2024, actual proceeds of 608,402,100 had been
invested. At present, the construction of plant, some production equipment and
ancillary office buildings, dormitories and the research and development
project of 12-15MW offshore wind turbines for the production base project of
the project has been completed. By the end of 2023, the Shanwei Industrial
Park Project has achieved cumulative benefits of 488,453,100.
(II) Specific reasons for the changes in the proceeds-funded projects
According to the project feasibility study report, the total investment of the
project was 2,500 million, as at 31 July 2024, the cumulative total amount
invested in the project was 1,623,746,500, and the difference between the
actual investment amount and the planned investment amount was 876,253,500,
and the main reasons for the large difference between the actual investment
amount and the planned investment amount of the project were: 1) the reduction
of investment in some of the equipment and production lines due to the market
situation in Shanwei area and the Company's business layout; 2) the saving of
cost by adopting optimized design for some of the construction elements and
the replacement of imported equipment with domestic equipment. The project was
proposed to use the proceeds of 1,499,514,100, and as of 31 July 2024, the
amount of proceeds invested was 608,402,100, the remaining unutilised proceeds
amounted to 891,112,000.
Details of the difference between the actual investment amount and the planned
investment amount of the project are as follows:
Unit；RMB'0,000
NO. Engineering projects Amount of investment in the feasibility study Actual investment amount Difference (actual investment amount - Amount of investment in the feasibility Remarks
study)
1 Construction and installation costs 40,000.00 47,369.82 7,369.82
2 Technology and equipment costs 135,000.00 37,052.59 -97,947.41
2.1 Of which: 12-15MW offshore wind turbine development 45,068.00 13,238.47 -31,829.53 Note 1
2.2 Purchase of production equipment 89,932.00 23,814.12 -66,117.88 Note 2
3 Land acquisition cost 5,000.00 7,952.24 2,952.24
4 Liquidity 70,000.00 70,000.00 -
Total 250,000.00 162,374.65 -87,625.35
Note 1: The balance of 12-15MW offshore wind turbine development amounted to
318,295,300, as detailed below:
(1) Optimization of the number of prototype development units: Due to the
complexity of the research and development and system structure design of
offshore ultra-large wind turbines, in order to guarantee the successful
development of the project, the original plan was to install two prototypes
successively for testing and validation. The completion of the first prototype
testing and verification results showed that the project has reached the
expected goals, and there was no need to invest in the research and
development of another prototype, reducing the prototype materials and related
investment of 162,076,000;
(2) As a result of the research and development innovation, the research and
development of the project was adjusted from single main bearing compact
semi-direct drive technology to double main bearing semi-direct drive
technology, the research and development cost was significantly reduced, while
the price of some components in the industry was reduced, and the overall cost
of the research and development for a single unit was reduced by 73,820,500;
(3) No inputs such as sea cable and conduit rack foundation, reducing inputs
by 70.0000 million. According to the planning of the project feasibility
study, the offshore wind farm where the prototype is located needs to install
the conduit rack foundation, sea cables and other ancillary equipment, but in
the actual research and development process of the project to make full use of
the testing environment that has already been available, and arranged for the
prototype to be tested at the owner's offshore wind farms that have the same
testing conditions, so that there is no need to invest in the sea cables and
conduit rack foundation;
(4) The design and testing of the prototype part was changed from the original
planning of joint development to independent research and development and
testing, reducing the technical service fee by 12,398,800.
Note 2: The balance of the purchase of production equipment amounted
to661,178,800, as detailed below:
(1) The total investment in equipment purchase for the production base
project reduced by 559,138,800 for optimization purpose, including 1) the
investment in purchase of certain equipment reduced t by 495,138,800. As the
market demand for projects in Hainan region and Yangjiang region increases,
the two regions have attracted more investment and production resources,
resulting in a decrease in the demand for production resources and the demand
for delivery of wind turbine orders in the Shanwei area. Therefore, in light
of the market conditions, the Company reduced the investment and construction
of certain equipment originally planned for the project. 2) Due to factors
such as process optimization, the optimization of production line design as
well as the substitution of domestic equipment for imported equipment, the
investment reduced by 64 million.
(2) The total investment for optimization of floating wind turbine wharfs
amounted to 102.04 million. In order to develop the offshore industry, the
local government has optimized the construction of the wharf and related
supporting infrastructure, which can provide complete wharf loading and
unloading services to the Company. Therefore, the Company suspended the
construction of the floating wind turbine wharf originally planned for such
project and changed to leasing the governmental wharf for loading and
unloading, so reducing the investment by 102.04 million.
III. Information on New Projects to be Changed
(I) Mingyang Xinminbao Project
1. Project Overview
1) Project name: Mingyang's Xinminbao 100,000 kW wind farm project in Yumen .
2) Project subject and place: This project is implemented by Yumen Mingzhi
Wind Power Generation Co., Ltd., a wholly-owned subsidiary of the Company. The
construction site is located in Laojunmiao Town, southeast of Yumen City,
Gansu Province.
3) Project content: Builing a new wind power project with a total installed
capacity of 100MW.
4) Estimated investment progress: The construction period is approximately one
year with construction expected to commence in the second half of 2024 and be
completed in 2025.
5) Source of funds: It is proposed to change 201,112,000 of the proceeds
originally planned to be used for the Shanwei Industrial Park Project together
with net interest of 29,431,200 (interest income less handling fee expenses,
subject to the bank balance of the proceeds on the date when it is transferred
out) to be used for the project, with the shortfall to be funded out of the
project company's internal resources.
2. Project Investment Plan and Benefits
1) Project Investment Estimate
The total investment of the project was 567,038,600, as detailed below:
Unit: RMB'0,000
Project Project/cost name Total investment amount
I Construction auxiliary engineering 2,936.05
II Equipment and installation engineering 39,280.89
III Construction project 5,034.30
IV Other expenses 2,910.17
V Basic provision 1,003.23
VI Special expenses 4,838.17
Sub-total Investment in projects 56,002.79
VII Interest during construction period 701.07
Total Total investment 56,703.86
2) Project benefits
The financial internal rate of return (after tax) for project investment is
6.98%, with the investment payback period (after tax) of 11.02 years.
3. Project approval and filing
For the approval of the project, the Mingyang Xinminbao Project has obtained
the Reply from Jiuquan Energy Bureau on the Approval of the 100,000 kW Wind
Farm Project of Yumen Mingzhi Wind Power Generation Co., Ltd. in Xinminbao,
Yumen City (Jiuneng Xingui 2022 No. 289), for the project land, the project
has obtained the "Opinion on Land Use Preliminary Examination and Site
Selection for Construction Projects" (Yongzi No. 620900202200033) issued by
the Jiuquan Natural Resources Bureau and land approval is expected in
September 2024;for the environmental assessment of the project, the project
has obtained the Reply Letter on the Opinions on Regional Environmental
Protection of the 100,000 kW Wind Farm Project of Ming Yang Group in
Xinminbao, Yumen City (Yuhuan Letter 2022 No.123) issued by Yumen Sub-bureau
of Jiuquan Ecological Environment Bureau.
(II) Mingyang Chabei Project
1. Project Overview
1) Project name: Zhangjiakou Mingyang Chabei Alibaba Data Center
Generation-Grid-Load-Storage Integration Project.
2) Project subject and place: This project is implemented by Zhangjiakou
Chabei District Yunneng New Energy Co., Ltd., a subsidiary of the Company. The
construction site is located in Chabei Administrative Districe, Zhangjiakou,
Hebei Province.
3) Project content: Building a new wind farm project with a total installed
capacity of 200MW and corresponding energy storage equipment.
4) Estimated investment progress: The construction period is approximately one
year with construction is expected to commence in the second half of 2024 and
be completed in 2025.
5) Source of funds: It is proposed to change 690,000,000 of the proceeds
originally planned to be used for the Shanwei Industrial Park Project to be
used for the project, with the shortfall to be funded out of the project
company's internal resources.
2. Project Investment Plan and Benefits
1) Project Investment Estimate
The total investment of the project was 1,215,168,500, as detailed below:
Unit: RMB'0,000
Project Project/cost name Total investment amount
I Construction auxiliary engineering 1,096.92
II Equipment and installation engineering 63,519.39
III Construction project 15,266.63
IV Other expenses 9,859.57
V Basic provision 1,794.85
VI Transmission and storage systems 27,980.00
Sub-total Investment in projects 119,517.36
VII Interest during construction period 1,999.49
Total Total investment 121,516.85
2) Project benefits
The financial internal rate of return (after tax) for project investment is
11.6%, with the investment payback period (after tax) of 8.19 years.
3. Project approval and filing
For the project filing process, the Mingyang Chabei Project has been filed
with the Administrative Approval Bureau of Chabei Administrative Region
(Filing No.: Cha Xing Shen Bei Zi 2023 No. 28) ; for the project land, it
has obtained the Opinion on Preliminary Examination of Land Use and Selection
of Sites for Construction Projects issued by the Natural Resources Bureau and
Planning Bureau of the Chabei Administrative Region (Yongzi No.
1307902023000053) and land approval is expected in September 2024,; for the
environmental assessment of the project, it has obtained the approval of the
environmental impact report form issued by the Administrative Approval Bureau
of Zhangjiakou (Zhang Xing Ping Li Zi 2023 No. 672) .
(III) Feasibility analysis of project construction
The Company has conducted a long period of wind measurement data collection
and feasibility study on the site selection of wind farms for the Mingyang
Xinminbao project and Mingyang Chabei project, and has hired relevant
professional institutions to issue project feasibility analysis reports. The
finalised wind farm projects have the advantages of good regional wind energy
resources, convenient traffic and construction conditions, and reliable
networking conditions, etc., which are suitable for the construction of wind
farms, and therefore the implementation of the projects is feasible.
(IV) Risks faced by the project
There is a certain degree of uncertainty as to the implementation progress and
implementation effect of the investment project after this change. Although
the investment project after this change is closely related to the Company's
existing main business, there may still be implementation risks caused by
changes in project progress, investment costs and market demand during the
implementation of the project.
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