REG - Ming Yang Smart Engy - Granting Stock Options to Incentive Recipients

Ming Yang Smart EnergyAnnouncement

22/10/2025 11:00

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RNS Number : 4065E  Ming Yang Smart Energy Group Ltd  22 October 2025

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 Granting Stock Options to Incentive Recipients of the 2025
Stock Option Incentive Plan

 

Key contents:

l Stock option grant date: October 22, 2025

l Number of stock options granted: 20 million

In accordance with the Administrative Measures for Equity Incentives of Listed
Companies (hereinafter referred to as the "Administrative Measures") and the
2025 Stock Option Incentive Plan of Ming Yang Smart Energy Group Limited
(hereinafter referred to as the 2025 Stock Option Incentive Plan), as well as
the authorization from the third extraordinary shareholders' meeting of Ming
Yang Smart Energy Group Limited (hereinafter referred to as "MYSE" or "the
Company") in 2025, the Company held the 25th meeting of the third Board of
Directors on October 22, 2025, and approved the Proposal on Granting Stock
Options to Incentive Recipients of the 2025 Stock Option Incentive Plan. Given
that the granting conditions specified in the Company's 2025 Stock Option
Incentive Plan (hereinafter referred to as "the Incentive Plan") have been
fulfilled, October 22, 2025 is designated as the authorization date for the
Incentive Plan, under which 20 million units of stock options will be granted
to 260 incentive recipients. The relevant particulars are as follows:

I. Details of stock option grants

(I) Decision-making procedures and information disclosure for the Incentive
Plan

1. On September 25, 2025, the Company held the 24th meeting of the third Board
of Directors and approved the Proposals Regarding the 2025 Stock Option
Incentive Plan (Draft) and its Summary, the Proposal Regarding Assessment
Administrative Measures for the Implementation of the 2025 Stock Option
Incentive Plan, and the Proposal on Requesting the Shareholders' Meeting to
Authorize the Board of Directors to Handle Matters Related to the 2025 Stock
Option Incentive Plan. The Board's Remuneration and Assessment Committee has
verified the Incentive Plan and issued an approval opinion.

2. From September 29, 2025 to October 10, 2025, the Company publicly announced
the list of incentive recipients and their positions within the Company.
During the publicity period, the Board's Remuneration and Assessment Committee
did not receive any objections. On October 14, 2025, the Company disclosed the
Explanation on the Public Announcement and Verification Opinion of the
Remuneration and Assessment Committee on the List of Incentive Recipients
under the 2025 Stock Option Incentive Plan.

3. On October 20, 2025, the Company held the third extraordinary shareholders'
meeting in 2025 and approved the Proposals Regarding the 2025 Stock Option
Incentive Plan (Draft) and its Summary, the Proposal Regarding Assessment
Administrative Measures for the Implementation of the 2025 Stock Option
Incentive Plan, and the Proposal on Requesting the Shareholders' Meeting to
Authorize the Board of Directors to Handle Matters Related to the 2025 Stock
Option Incentive Plan, and disclosed the Self-Inspection Report on the Trading
of the Company's Stocks by Insiders of the 2025 Stock Option Incentive Plan on
the same day.

4. On October 22, 2025, the Company held the 25th meeting of the third Board
of Directors and approved the Proposal on Granting Stock Options to Incentive
Recipients of the 2025 Stock Option Incentive Plan. The Board's Remuneration
and Assessment Committee verified the list of incentive recipients for this
grant and issued the Verification Opinion of the Remuneration and Assessment
Committee on the List of Incentive Recipients (Grant Date) under the 2025
Stock Option Incentive Plan.

(II) The Board's explanation regarding the granting conditions

In accordance with the Administrative Measures and the 2025 Stock Option
Incentive Plan, all of the following conditions must be fully met for the
incentive recipients to be granted stock options:

1. The Company does not fall under any of the following circumstances:

(1) its financial statements for the most recent accounting year have been
issued with an audit report with an adverse opinion or a disclaimer of opinion
by the certified public accountant;

(2) its internal control over financial reporting for the most recent
accounting year has been issued with an audit report with an adverse opinion
or a disclaimer of opinion by the certified public accountant;

(3) its profit distribution has not been made in accordance with laws and
regulations, its Articles of Association and public commitments within the
most recent 36 months after listing;

(4) equity incentives are prohibited by laws and regulations; or

(5) other circumstances recognized by the CSRC.

2. The incentive recipients do not fall under any of the following
circumstances:

(1) being recognized as an unsuitable candidate by the Stock Exchange in the
most recent 12 months;

(2) being recognized as an unsuitable candidate by the CSRC or its local
offices in the most recent 12 months;

(3) being subject to administrative penalties or market entry bans by the CSRC
or its local offices due to significant violations of laws or regulations in
the most recent 12 months;

(4) circumstances under which a person may not serve as a director or senior
officer of a company, as provided for in the Company Law;

(5) cases in which participation in equity incentives of listed companies is
prohibited by laws and regulations; or

(6) other circumstances recognized by the CSRC.

Upon review, the Board believes that neither the Company nor any of the
incentive recipients falls under any of the circumstances that would prevent
the granting of stock options to the incentive recipients. The conditions for
granting stock options under the Incentive Plan have been fulfilled.

 

II. Details of stock option grants

(I) Grant date: October 22, 2025

(II) Number of options granted: 20 million

(III) Number of recipients: 260

(IV) Exercise price: RMB14.03 per unit

(V) Source of shares: A-share common shares issued by the Company to the
incentive recipients and/or A-share common shares repurchased from the
secondary market.

(VI) Validity period, exercise period, and exercise schedule

1. Validity period

The Incentive Plan is valid from the grant date of stock options to the date
when all stock options are either exercised or cancelled, with a maximum
duration not exceeding 36 months.

2. Exercise period

After the Incentive Plan is approved by the Shareholders' Meeting, the granted
stock options may be exercised 12 months from the authorization date. The
vesting date must be a trading day, but exercise shall not occur during the
following periods:

(1) within 15 days before the announcement of the annual report and
semi-annual report of the Company; if the announcement date of the annual
report and semi-annual report is postponed due to special reasons, it shall be
counted from 15 days prior to the originally scheduled announcement date to 1
day prior to the announcement;

(2) within 5 days prior to the announcement of the Company's quarterly report,
earnings forecast, or earnings preliminary announcement;

(3) from the date of occurrence of a major event that may have a significant
impact on the trading price of the Company's shares and their derivatives or
the date of entering the decision-making procedure to the date of disclosure
in accordance with the law; or

(4) other periods stipulated by the CSRC and the Shanghai Stock Exchange.

3. Exercise schedule

The exercise periods and corresponding exercise schedule for the stock options
granted under the Incentive Plan are as follows:

 Exercise period         Exercise schedule                                                            Exercise proportion
 First exercise period   From the first trading day 12 months after the stock options are granted to  50%
                         the last trading day within 24 months from the date of stock option grant
 Second exercise period  From the first trading day 24 months after the stock options are granted to  50%
                         the last trading day within 36 months from the date of stock option grant

4. Exercise conditions

During the exercise period, stock options granted to incentive recipients may
be exercised only if the following conditions are all met:

(1) The Company does not fall under any of the following circumstances:

a. its financial statements for the most recent accounting year have been
issued with an audit report with an adverse opinion or a disclaimer of opinion
by the certified public accountant;

b. its internal control over financial reporting for the most recent
accounting year has been issued with an audit report with an adverse opinion

or a disclaimer of opinion by the certified public accountant;

c. its profit distribution has not been made in accordance with laws and
regulations, its Articles of Association and public commitments within the
most recent 36 months after listing;

d. equity incentives are prohibited by laws and regulations; or

e. other circumstances recognized by the CSRC.

(2) The incentive recipients do not fall under any of the following
circumstances:

a. being recognized as an unsuitable candidate by the Stock Exchange in the
most recent 12 months;

b. being recognized as an unsuitable candidate by the CSRC or its local
offices in the most recent 12 months;

c. being subject to administrative penalties or market entry bans by the CSRC
or its local offices due to significant violations of laws or regulations in
the most recent 12 months;

d. circumstances under which a person may not serve as a director or senior
officer of a company, as provided for in the Company Law;

e. cases in which participation in equity incentives of listed companies is
prohibited by laws and regulations; or

f. other circumstances recognized by the CSRC.

If the Company falls under any of the circumstances specified in Item (1)
above, all stock options that have been granted to the incentive recipients
under the Incentive Plan but have not yet been exercised shall be cancelled by
the Company; if an incentive recipient falls under any of the circumstances
specified in Item (2) above, the stock options granted to the incentive
recipient but not yet exercised shall be cancelled by the Company.

(VII) List of incentive recipients and their grants

The allocation of stock options granted under the Incentive Plan among the
incentive recipients is shown in the table below:

 No.                          Name                         Position                                Number of stock options granted  Proportion in the total number of options granted  Proportion in the total share capital as of the announcement date of the

                                                                                   Incentive Plan
                                                                                                   (Unit: 10,000)
 1. Directors and senior officers (9 individuals)
 1                            Fan Yuanfeng                 Director                                20                               1.00%                                              0.009%
 2                            Wang Limin                   Employee Representative Director        25                               1.25%                                              0.011%
 3                            Fang Meng                    Chief Financial Officer                 20                               1.00%                                              0.009%
 4                            Wang Dongdong                Vice President                          20                               1.00%                                              0.009%
 5                            Liu Jianjun                  Chief Risk Control Officer              20                               1.00%                                              0.009%
 6                            Yi Lingna                    Vice President                          18                               0.90%                                              0.008%
 7                            Han Bing                     Vice President                          20                               1.00%                                              0.009%
 8                            Ye Fan                       Vice President                          15                               0.75%                                              0.007%
 9                            Wang Chengkui                Vice President, Secretary of the Board  15                               0.75%                                              0.007%
 2. Middle and senior officers, core technical (business) backbone staff, as                       1,827                            91.35%                                             0.804%
 well as other employees whom the Company considers deserving of incentive and
 who have a direct impact on the Company's operating performance and future
 development (251 individuals)
 Total                                                                                             2,000                            100.00%                                            0.8805%

Notes: 1. Incentive recipients do not include shareholders or actual
controllers who individually or jointly hold more than 5% of the Company's
shares, nor their parents, spouses, or children.

2. The Company's shares granted to any of the above incentive recipients under
the Incentive Plan do not exceed 1.00% of the Company's total share capital
(i.e. 2,271,496,706). The total number of underlying shares involved in the
Plan in full force of the Company shall not exceed 10.00% of the total share
capital of the Company at the time of submission to the Shareholders' Meeting.

3. Minor discrepancies between the sum of individual items and the
corresponding totals under the Incentive Plan, if any, result from rounding of
the percentage calculations. The same applies below.

 

III. Sales of the Company's shares by incentive recipients who are directors
or senior officers within six months prior to the stock option grant date

After self-inspection, it was confirmed that directors and senior officers
participating in the Incentive Plan did not trade the Company's shares within
six months prior to the grant date.

 

IV. Verification of the list of incentive recipients by the Board's
Remuneration and Assessment Committee

The Board's Remuneration and Assessment Committee has verified the incentive
recipients and related matters identified under the Incentive Plan and issued
the following opinion:

1. The individuals listed as incentive recipients under the Incentive Plan
meet the conditions stipulated in the Administrative Measures and the 2025
Stock Option Incentive Plan. None of them fall under the circumstances
specified in the Administrative Measures that disqualify them from being
incentive recipients. Independent directors, shareholders or actual
controllers who individually or jointly hold more than 5% of the Company's
shares, and their spouses, parents, or children are not included as incentive
recipients. The eligibility of the incentive recipients under the Incentive
Plan is legal and valid.

2. The grant date determined by the Board complies with the relevant
provisions of the Administrative Measures and the 2025 Stock Option Incentive
Plan regarding the grant date.

3. Neither the Company nor any of the incentive recipients under the Incentive
Plan falls under any circumstances that would prevent the granting or receipt
of stock options. The conditions for granting stock options to the incentive
recipients under the Incentive Plan have been fulfilled.

In summary, the Board's Remuneration and Assessment Committee agreed to set
October 22, 2025 as the grant date for the Incentive Plan, granting 20 million
units of stock options to 260 eligible incentive recipients at an exercise
price of RMB14.03 per unit.

 

V. Impact of stock option grants on the Company's financial status

In accordance with the Accounting Standards for Business Enterprises No. 11 -
Share-based Payment and Accounting Standards for Business Enterprises No. 22 -
Recognition and Measurement of Financial Instruments, the Company will, on
each balance sheet date during the vesting period, revise the estimated number
of exercisable stock options based on subsequent information such as the
latest changes in the number of eligible participants and the completion
status of performance indicators. The services obtained in the current period
will be recognized as related costs or expenses and capital reserve, based on
the fair value of the stock options on the grant date.

(I) Fair value of stock options and its determination method

The Company selects the Black-Scholes model to calculate the fair value of the
options, and used this model to evaluate the 20 million units of stock options
granted on October 22, 2025. The specific parameters are selected as follows:

1. Underlying share price: RMB15.37 per share (closing price on the grant
date);

2. The validity periods are: 1 year, 2 years (from stock option grant date to
the first exercise date of each exercise period);

3. Historical volatility: 14.74%, 16.97% (the volatility of the Shanghai
Composite Index over the most recent one and two years, respectively);

4. Risk-free interest rate: 1.50%, 2.10% (the 1-year and 2-year benchmark
deposit interest rates for financial institutions set by the People's Bank of
China, respectively);

5. Dividend yield: 2.53% (the Company's dividend yield for the most recent
year).

(II) Impact of stock option exercise on operating performance of each period

The Company determines the fair value of the stock option on the grant date in
accordance with relevant valuation tools, and finally recognizes the
share-based payment expenses of the Incentive Plan, which will be amortized
according to the exercise proportion during the implementation of the
Incentive Plan. Incentive costs arising from the Incentive Plan will be
recorded as recurring profit or loss.

In accordance with Chinese accounting standards, the impact of the stock
options granted under the Incentive Plan on the accounting costs of each
period is shown in the table below:

 Number of stock options  Total expenses to be amortized  2025          2026          2027

 (Unit: 10,000)           (RMB10,000)                     (RMB10,000)   (RMB10,000)   (RMB10,000)
 2,000                    3,550.38                        425.25        2,292.74      832.39

Notes: 1. The above cost amortization forecast does not represent the final
accounting cost. The actual accounting cost depends not only on the actual
grant date, closing price on the grant date, and the number of options granted
but also on the actual number of options that vest or lapse. Shareholders are
also reminded to note the potential dilutive effect.

2. Any minor discrepancies between the sum of individual items and the
corresponding totals above are due to rounding.

3. The final impact of the above cost amortization forecast on the Company's
operating results will be subject to the annual auditors' report issued by the
accounting firm.

The related costs of the Incentive Plan need to be amortized during the
vesting period and included in the cost and expenses of each period. Without
considering the incentive effect of the Incentive Plan on the Company's
performance, based on existing information, it is estimated that the cost
amortization of the Incentive Plan will have a certain impact on the annual
net profit during the validity period. However, considering the positive
impact of the Incentive Plan on the Company's operational development, which
stimulates the enthusiasm of the management and business teams, improves
operational efficiency, and reduces operating costs, the performance
improvement results brought by the Incentive Plan will significantly exceed
the increased cost, thereby effectively ensuring the enhancement of the
Company's overall value and the interests of all shareholders.

 

VI. Conclusion of the legal opinion

Llinks Law Office believes that, as of the date of issuance of the legal
opinion, the necessary approvals and authorizations at this stage for this
grant have been fulfilled in alignment with the Administrative Measures and
other relevant laws, regulations, and normative documents, as well as the 2025
Stock Option Incentive Plan; the grant date, incentive recipients, grant
quantity, and grant price comply with the Administrative Measures and the 2025
Stock Option Incentive Plan; this grant has met the conditions specified in
the Administrative Measures and the 2025 Stock Option Incentive Plan; and this
grant still requires MYSE to fulfill the corresponding information disclosure
obligations in accordance with relevant laws, regulations, and normative
documents.

 

 

Ming Yang Smart Energy Group Limited

22 October, 2025

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