REG - Ming Yang Smart Engy - Registration for the Granted Stock Option

Ming Yang Smart EnergyAnnouncement

01/12/2025 10:00

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RNS Number : 6666J  Ming Yang Smart Energy Group Ltd  01 December 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 the Completion of Grant Registration for the 2025 Stock Option
Incentive Plan

In accordance with the Administrative Measures for Equity Incentives of Listed
Companies (hereinafter referred to as the "Measures"), and other relevant
rules of the Shanghai Stock Exchange, China Securities Depository and Clearing
Corporation Limited Shanghai Branch, etc., Ming Yang Smart Energy Group
Limited (hereinafter referred to as the "Company") recently completed the
grant registration for the 2025 Stock Option Incentive Plan (hereinafter
referred to as the "Incentive Plan"). The relevant particulars are as follows:

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

(I) On September 25, 2025, the Company held the 24th meeting of the third
Board of Directors and approved the Proposal 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.

(II) 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.

(III) On October 20, 2025, the Company held the third extraordinary
shareholders' meeting in 2025 and approved the Proposal 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.

(IV) 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 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. Details on the completion of grant registration for the Incentive Plan

The Company completed the stock option grant registration procedures for the
Incentive Plan on December 1, 2025, as follows:

(I) Option codes (two exercise periods): 1000000953, 1000000954

(II) Grant date: October 22, 2025.

(III) Number of options granted and registered: 19.95 million

(IV) Number of recipients registered: 259

(V) Exercise price: RMB14.03 per unit

(VI) Source of stock: A-share common stocks issued by the Company to incentive
recipients through targeted issuance

(VII) 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
one 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
 The 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
 The 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 simultaneously 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.

(VIII) 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                            Yuanfeng Fan                 Director                                20                               1.00%                                              0.009%
 2                            Limin Wang                   Employee Representative Director        25                               1.25%                                              0.011%
 3                            Meng Fang                    Chief Financial Officer                 20                               1.00%                                              0.009%
 4                            Dongdong Wang                Vice President                          20                               1.00%                                              0.009%
 5                            Jianjun Liu                  Chief Risk Officer                      20                               1.00%                                              0.009%
 6                            Lingna Yi                    Vice President                          18                               0.90%                                              0.008%
 7                            Bing Han                     Vice President                          20                               1.00%                                              0.009%
 8                            Fan Ye                       Vice President                          15                               0.75%                                              0.007%
 9                            Chengkui Wang                Vice President, Secretary of the Board  15                               0.75%                                              0.007%
 2. Middle and senior officers, core technical (business) backbone staff, as                       1,822                            91.33%                                             0.802%
 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 (250 individuals)
 Total                                                                                             1,995                            100.00%                                            0.8783%

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.

4. The above list excludes incentive recipients who voluntarily gave up their
granted stock options and the corresponding option counts.

 

III. Explanation regarding any discrepancies between the registered details
and the information disclosed on the grant date

Considering that during the period from the stock option grant date (October
22, 2025) to the completion of grant registration procedures, one incentive
recipient voluntarily gave up the stock options intended to be granted, the
number of grants under the Incentive Plan has been adjusted from 20 million to
19.95 million, and the number of incentive recipients has been adjusted from
260 to 259.

 

IV. Impact of stock option grant registration 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.

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.

 

Ming Yang Smart Energy Group Limited

1 December, 2025

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