REG - Ming Yang Smart Engy - Controlling Shareholder Voting Rights Entrustment
15/12/2022 16:00
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RNS Number : 8870J Ming Yang Smart Energy Group Ltd 15 December 2022
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 Controlling Shareholders
Important Notice:
l Wiser Tyson Investment Corp. Limited（hereinafter referred to as "Wiser
Tyson"）, First Base Investments Limited (hereinafter referred to as "First
Base"), Keycorp Limited (hereinafter referred to as "Keycorp"), Gongqingcheng
Boyun Investment Partnership (Limited Partnership) (hereinafter referred to as
"Gongqingcheng Boyun") and Zhongshan Ruixin Enterprise Management Consulting
Partnership (Limited Partnership) (hereinafter referred to as "Zhongshan
Ruixin"), the controlling shareholders of Ming Yang Smart Energy Group Limited
(hereinafter referred to the "Company") intend to entrust Mingyang New Energy
Investment Holding Group Co., Ltd. (hereinafter referred to as "Energy
Investment Group"), a controlling shareholder, as a proxy to exercise all of
the voting rights attached to their total 375,666,412 shares, representing
16.53% of the total share capital of the Company (i.e. 2,272,085,706 shares)
("Voting Rights Entrustment"). Upon the completion of the Voting Rights
Entrustment, Energy Investment Group will control the voting rights
represented by 25.34% 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 will
become 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 have any material impact on the
operations and sustainability of the Company.
I. Basic Information of the Voting Rights Entrustment and the Change in Equity
Energy Investment Group, Wiser Tyson, First Base, Keycorp, Gongqingcheng Boyun
and Zhongshan Ruixin hold 8.80%, 6.91%, 5.26%, 1.97%, 1.61% and 0.78% of the
shares of the Company, respectively. The above shareholders are controlled by
ZHANG Chuanwei, WU Ling and ZHANG Rui, the actual controllers of the Company,
and are the joint controlling shareholders of the Company.
As of the date of this announcement, due to the business development
requirements of Energy Investment Group, Wiser Tyson, First Base, Keycorp,
Gongqingcheng Boyun and Zhongshan Ruixin intend to entrust Energy Investment
Group as a proxy to exercise all of the voting rights attached to their
shares, representing 16.53% of the total share capital of the Company in
total. Upon the completion of the Voting Rights Entrustment, Energy Investment
Group will be entitled to exercise the voting rights represented by 25.34% 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.
The table below sets out the percentages of shareholding and voting rights of
relevant entities before and after the Voting Rights Entrustment:
Controlling Shareholders Before the Voting Rights Entrustment After the Voting Rights Entrustment
Number of Shareholding Percentage of Shareholding Percentage of Voting Rights Number of Shareholding Percentage of Shareholding Percentage of Voting Rights
(shares) (shares)
Energy Investment Group 200,051,612 8.80% 8.80% 200,051,612 8.80% 25.34%
Wiser Tyson 157,062,475 6.91% 6.91% 157,062,475 6.91% 0.00%
First Base 119,470,011 5.26% 5.26% 119,470,011 5.26% 0.00%
Keycorp 44,683,336 1.97% 1.97% 44,683,336 1.97% 0.00%
Gongqingcheng Boyun 36,647,003 1.61% 1.61% 36,647,003 1.61% 0.00%
Zhongshan Ruixin 17,803,587 0.78% 0.78% 17,803,587 0.78% 0.00%
Total 575,718,024 25.34% 25.34% 575,718,024 25.34% 25.34%
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 Principles / Party A
Party A I: Zhongshan Ruixin Enterprise Management Consulting Partnership
(Limited Partnership)
Unified social credit code: 91442000MA4UWEKE64
Executive partner: ZHANG Chuanwei
Registered address: Unit 362, No. 39-2, Keji East Road, Torch Development
Zone, Zhongshan City
Party A II: Gongqingcheng Boyun Investment Partnership (Limited Partnership)
Unified social credit code: 91442000MA4UWDPX0G
Executive partner: Zhongshan Ruiyue Industrial Investment Co., Ltd. (Entrusted
representative: ZHANG Chao)
Registered address: Gongqingcheng Fund Town, Jiujiang City, Jiangxi Province
Party A III: Wiser Tyson Investment Corp. Limited
Director: ZHANG Chuanwei
Registered address: Unit 502, 5/F, Hang Seng North Point Building, 341 King's
Road, North Point, Hong Kong
Party A IV: First Base Investments Limited
Director: ZHANG Chuanwei
Registered address: Unit 502, 5/F, Hang Seng North Point Building, 341 King's
Road, North Point, Hong Kong
Party A V: Keycorp Limited
Director: ZHANG Chuanwei
Registered address: Unit 502, 5/F, Hang Seng North Point Building, 341 King's
Road, North Point, Hong Kong
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 principles and the proxy
Both the principles 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 Each of the 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 (375,666,412 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 confirms that, in principle, Party A will not issue a
power of attorney 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;
(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
representations, statements, undertakings or guarantees given under this
agreement, it shall be considered as breach of this agreement, and shall be
responsible for compensating all losses suffered by the non-defaulting party.
IV. Impact of the Change in Equity on the Company
Upon the completion of 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 have any material impact on the operations and
sustainability of the Company.
Upon the completion of the change in equity, the undertakings by and
obligations of Energy Investment Group, Wiser Tyson, First Base, Keycorp,
Gongqingcheng Boyun and Zhongshan Ruixin in the Company's initial public
offering will remain unchanged and will not adversely affect the interests of
the Company's minority shareholders.
The announcement is hereby made.
The Board of Directors of Ming Yang Smart Energy Group Limited
15 December2022
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