REG - Ming Yang Smart Engy - Inquiry Letter from SSE

Ming Yang Smart EnergyAnnouncement

23/01/2026 16:00

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RNS Number : 2250Q  Ming Yang Smart Energy Group Ltd  23 January 2026

 

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 Receiving the Inquiry Letter from Shanghai Stock Exchange
Regarding the Information Disclosure of

the Proposal on Issuance of Shares and Cash Payment

for Asset Acquisition

Ming Yang Smart Energy Group Limited (hereinafter referred to as the
"Company") received an inquiry letter regarding the information disclosure of
the Proposal on Issuance of Shares and Cash Payment for Asset Acquisition of
Ming Yang Smart Energy Group Limited (SSE Public Letter  2026  No. 0129)
(hereinafter referred to as the "Inquiry Letter") from the Listed Company
Management Department I of the Shanghai Stock Exchange on January 23, 2026.
The content of the Inquiry Letter is hereby announced as follows:

" Ming Yang Smart Energy Group Limited,

On January 23, 2026, the Company disclosed the Proposal on Issuance of Shares
and Cash Payment for Asset Acquisition s (hereinafter referred to as the
"Plan"), proposing to acquire 100% equity of Uniwatt Technology Co., Ltd.
(hereinafter referred to as the "Target Company") and raise supporting funds
(hereinafter referred to as the "Transaction"). Upon reviewing the Plan
disclosed by your Company, the following issues require clarification and
supplementary disclosure.

I. Regarding the Losses of the Target Company. According to the Plan, the
Target Company was established in August 2015. Its net profits for 2023, 2024,
and January-September 2025 were RMB 2.1555 million, a loss of RMB 42.5750
million, and a loss of RMB 20.2262 million, respectively, indicating marginal
profitability or losses. The Target Company is primarily engaged in the
research, development, and industrialization of semiconductor epitaxial
wafers, chips, and power supply systems. It has a concentrated customer base,
and the development of its downstream-related industries is significantly
influenced by national industrial policies and industry planning.

Please provide the following information: (1) Explain the specific profit
model of the Target Company and whether it is a simple assembly manufacturer,
considering its procurement and production models for main products, revenue
proportions, gross margins, etc.; (2) Disclose the Target Company's specific
industry segment, competitive landscape, and comparable companies in the same
industry, and clarify its industry position and competitive advantages and
disadvantages; (3) Explain whether the high concentration of customers aligns
with industry practices and whether there is a risk of dependence on a single
customer or loss of major customers, based on the revenue proportion,
cooperation duration, changes, and customer stickiness of the Target Company's
top ten customers; (4) Explain whether the Target Company possesses
sustainable and stable profitability and whether this acquisition will enhance
the listed company's continuing operational capabilities, taking into account
the aforementioned factors and related risks.

II. Regarding the Transaction Background and Purpose. This Transaction
constitutes a related-party transaction. The actual controller of the Target
Company, Zhang Chao, serves as a director and vice president of the listed
company and is also a close relative of the actual controllers of the listed
company. The shareholders of the Target Company include multiple financial
investors. According to the Plan, the Target Company's business has synergies
with the listed company's main operations, but there are risks of
underperformance in market expansion and intensified competition.

Please provide the following information: (1) Disclose the specific
manifestations of synergies between the Target Company and the listed company
in terms of products, technologies, channels, etc., as well as follow-up
integration arrangements and related risks; (2) Explain the main
considerations, necessity, and rationale for the listed company acquiring a
loss-making target from a connected party, considering the competitive
landscape, industry position, and financial status of the Target Company's
industry segment; (3) Disclose the reasons for the exit of financial investors
and clarify whether the Target Company, its actual controller, and the
financial investor shareholders have any valuation adjustment mechanisms (VAM)
or other arrangements unfavorable to the listed company. If so, disclose the
main terms of such agreements.

III. Regarding the Stock Price. The Company's stock was suspended from trading
on January 13, 2026, for planning the Transaction. The Plan was disclosed, and
trading resumed on January 23, 2026. Prior to the suspension, the Company's
stock price experienced significant increases, with a price limit up on
January 12, 2026.

Please conduct a comprehensive self-examination and verification of the recent
stock trading activities of insiders, including the controlling shareholders,
actual controllers, directors, senior management, counterparties to the
Transaction, and other relevant parties, in light of the specific process of
planning this significant asset restructuring before the trading suspension.
This includes key timelines such as initial contact, negotiations, and signing
of agreements, as well as the personnel involved, content of discussions, and
decisions made. Clarify whether there have been any illegal or irregular
activities such as insider trading.

Upon receiving this Inquiry Letter, please disclose it immediately and provide
a written response to our department within ten trading days addressing the
above issues. Make corresponding revisions to the Plan for issuing shares and
paying cash to purchase assets accordingly. The independent financial advisor
is requested to review the above issues and provide a clear opinion."

The Company will promptly respond to the relevant issues raised in the Inquiry
Letter in accordance with the requirements of the Shanghai Stock Exchange and
fulfill its information disclosure obligations. Investors are kindly advised
to invest rationally and pay attention to investment risks.

 

 

Ming Yang Smart Energy Group Limited

23 January 2026

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