REG - Ming Yang Smart Engy - Reply to the Inquiry from SSE
05/02/2026 15:00
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RNS Number : 9387R Ming Yang Smart Energy Group Ltd 05 February 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 the Reply to the Inquiry Letter from the Shanghai Stock
Exchange Regarding the Information Disclosure of the Proposal on Issuance of
Shares and Cash Payment for Asset Acquisition
On January 23, 2026, Ming Yang Smart Energy Group Limited (hereinafter
referred to as the "Company", the "Listed Company", or "MYSE") received the
Inquiry Letter regarding the Information Disclosure of the Proposal of Ming
Yang Smart Energy Group Limited on Issuance of Shares and Cash Payment for
Asset Acquisition, Raising of Supporting Funds and Related-Party Transactions
(SZGH 2026 No. 0129) (hereinafter referred to as the "Inquiry Letter") from
the Listed Company Management Department I of the Shanghai Stock Exchange.
In accordance with the Inquiry Letter, the Company has organized relevant
parties to conduct careful verification, analysis, and research on the related
matters, and has implemented and responded to them item by item. Meanwhile, in
accordance with the Inquiry Letter and the relevant replies, the Company has
revised, supplemented, and disclosed the Proposal on Issuance of Shares and
Cash Payment for Asset Acquisition, Raising of Supporting Funds and
Related-Party Transactions and its summary, which are marked in bold italic.
As the Company has not yet finalized the appointment process for the
independent financial advisor, this reply does not include the verification
opinion of the independent financial advisor.
The financial data of the Target Company involved in this reply to the Inquiry
Letter has not been audited. Unless otherwise specified, the abbreviations or
definitions of terms herein are the same as those in the Proposal on Issuance
of Shares and Cash Payment for Asset Acquisition, Raising of Supporting Funds
and Related-Party Transactions (Revised Version). The replies are hereby
disclosed as follows:
Issue 1: regarding the losses of the Target Company. According to the
Proposal, the Target Company was established in August 2015 and achieved net
profits of RMB 2.1555 million, -RMB 42.5750 million, and -RMB 20.2262 million
in 2023, 2024, and January-September 2025, respectively, indicating a state of
marginal profit or loss. The Target Company is primarily engaged in the
R&D and industrialization of semiconductor epitaxial wafers, chips, and
power systems, with a relatively concentrated client base, and the development
of its downstream related industries is significantly influenced by national
industrial policies and industry planning. The Company is requested to: (1)
explain the specific profit model of the Target Company and whether it is a
simple assembly manufacturer, in combination with the procurement and
production models, revenue proportion, gross profit margin, etc., of its main
products; (2) supplement the disclosure on the industry sub-segment,
competitive landscape, and comparable companies of the Target Company, and
explain its industry position and competitive advantages and disadvantages;
(3) explain whether the high client concentration is in line with industry
practice and whether there is a risk of reliance on a single client or loss of
major clients, in combination with the revenue proportion from the top ten
clients, cooperation duration, changes, and client stickiness; (4) explain
whether the Target Company has sustainable and stable profitability and
whether this acquisition is conducive to enhancing the Listed Company's
sustainable operation capability, in combination with the aforementioned
situations and related risks.
Reply:
(I) Explain the specific profit model of the Target Company and whether it is
a simple assembly manufacturer, in combination with the procurement and
production models, revenue proportion, gross profit margin, etc., of its main
products
The Target Company is a high-tech enterprise dedicated to the R&D and
industrialization of high-end compound semiconductor epitaxial wafers, chips,
and power systems. It possesses R&D and manufacturing capabilities across
the entire industry chain, from epitaxial materials to power systems, and
provides integrated energy system solutions. Its main products include gallium
arsenide solar cell epitaxial wafers, rigid and flexible gallium arsenide
solar cell chips, and power systems.
1. Revenue and gross profit margin of main products
Unit: RMB 10,000, %
Product January-September 2025 2024 2023
Revenue Revenue Proportion Gross profit margin Revenue Revenue Proportion Gross profit margin Revenue Revenue Proportion Gross profit margin
Epitaxial Wafer 2,578.68 28.46 25.00 4,034.23 76.15 37.70 6,630.41 78.25 50.36
Chip 2,811.62 31.03 22.32 141.12 2.66 58.14 86.56 1.02 -12.07
Power System 2,193.67 24.21 -5.40 4.55 0.09 2.20 - - -
Power Component 37.43 0.41 78.43 94.11 1.78 -5.45 458.49 5.41 43.60
Other 1,438.30 15.88 47.11 1,023.86 19.33 36.53 1,298.11 15.32 29.44
Total 9,059.69 100.00 20.54 5,297.87 100.00 37.22 8,473.57 100.00 46.15
The main revenue of the Target Company from 2023 to September 2025 was derived
from the sales of epitaxial wafers, chips, and power systems. The revenue
scale was relatively small, and both the revenue scale and gross profit margin
showed some fluctuations. The main reasons were as follows: (1) the Target
Company's business structure has undergone certain changes. Before and in
2024, its business was primarily focused on epitaxial wafers. As its business
extends along the industrial chain, the Target Company has developed rapidly
in the fields of chips and power systems since 2025, with business revenue
showing significant growth compared to 2024. Epitaxial wafers were the basic
material for chip manufacturing. As the Target Company expanded its main
products into the downstream fields of chips and power systems, the scale of
its corresponding epitaxial wafer sales business declined; (2) Market
competition has led to a decrease in the gross profit margin of epitaxial
wafers. With technological advancements and market maturation, the gross
profit margin of the traditional epitaxial wafer business has gradually
returned to normal levels as market capacity and supply have increased; (3)
The economies of scale have not yet been realized. Since 2024, the Target
Company has generated a certain scale of revenue in the chip and power system
fields, but the gross profit margin is low. This is mainly because the
technical routes and products are still undergoing continuous verification and
have not yet reached the stage of large-scale mass production. The materials
consumed and fixed costs incurred are higher than those in mass production,
resulting in a low gross profit margin for the newly added main product types,
chips and power systems.
2. Procurement model
The industry chain in which the Target Company operates can be divided into
three levels:
(1) Upstream: supply of basic materials, including gallium arsenide (GaAs)
single crystal substrates, germanium (Ge) single crystal substrates,
high-purity metal sources (such as gold, germanium, and nickel), silver
pellets, anti-radiation glass cover slides, high-purity gases (such as arsine
and phosphine), and packaging auxiliary materials;
(2) Midstream: manufacturing of core devices, covering epitaxial growth, chip
fabrication processes (such as photolithography, etching, evaporation, and
passivation), and electrical performance testing;
(3) Downstream: system-level integrated applications, including
series-parallel connection of components, thermal control design, EMC
protection, and reliability verification.
The Target Company is positioned in the midstream and downstream of the
industrial chain. The core products of the Target Company are epitaxial
wafers, chips, and supporting power systems. Among them, epitaxial wafers and
chips are high-value-added core devices, while power systems are integrated
solutions based on its self-developed chips.
The Target Company formulates corresponding material procurement plans based
on the demand information from sales orders. It selects suppliers through
product performance testing, product comparison and screening, and price
comparison, and has gradually formed a long-term cooperative supplier system.
The main raw materials required for the Target Company's production include:
Category Specific material Procurement method Core material (Yes/No) Corresponding finished products
Substrate material Gallium arsenide single crystal substrates, germanium single crystal Procured from qualified domestic substrate manufacturers Yes (basic carrier for epitaxy) Solar cell epitaxial wafers
substrates
Functional material Gold-germanium-nickel alloy (ohmic contact), high-purity silver pellets Procured from the qualified supplier list Yes (affecting electrical performance) Solar cell chips
(electrode interconnection)
Protective material Anti-radiation cover slides (for space environment protection) Directed procurement of special cover slides that meet aerospace standards Yes (ensuring on-orbit lifespan) Tandem solar cells
Process consumables High-purity gases, photoresists, cleaning reagents, etc. Market-based procurement No (general industrial products) Solar cell chips
Structural/Electronic parts Connectors, brackets, PCB boards, etc. Purchased standard parts No (only for system assembly) Solar cell circuits, power system deployment mechanisms
The Target Company has established a strict supplier access and quality
management system. All key materials must pass technical verification and
batch consistency tests. It does not purchase any semi-finished products (such
as epitaxial wafers, chips, or power modules), nor does it rely on a single
supplier, ensuring supply chain security and technological independence.
3. Production model
The Target Company primarily adopts a "production-to-order" model, organizing
its entire in-house production process based on orders and plans from
downstream clients. The main production stages include:
(1) Epitaxial growth: on its own Metal-Organic Chemical Vapor Deposition
(MOCVD) equipment, using purchased substrates as a base, multi-layer
heterostructure epitaxial wafers are grown by precisely controlling
temperature, gas flow, and doping concentration - this is a core technology
stage, where the technology is independently developed and all production is
performed in-house.
(2) Chip fabrication: patterning of epitaxial wafers, including
photolithography, dry/wet etching, metal evaporation, alloy annealing, and
surface passivation - all completed in the Target Company's cleanroom, with
process recipes and flows developed by the internal team;
(3) Power system integration: high-reliability packaging and electrical
integration of self-produced chips with purchased structural parts,
connectors, circuit boards, etc., to form a power system that meets space
environment requirements - key capabilities such as system design, thermal
control, and EMC testing are mastered by the Target Company, and the assembly
stage is also completed internally.
In summary, all core process stages of the Target Company (epitaxy, chip
manufacturing, and system integration design) are independently researched,
developed, and produced. No key technologies or main processes are outsourced.
Although some non-core structural parts or standard electronic components are
purchased, they are only used as auxiliary materials in the final assembly and
do not involve the creation of the product's core value. Therefore, the Target
Company is not a simple assembly manufacturer.
(II) Supplementary disclosure of the industry segment, competitive landscape,
and comparable companies of the Target Company, and explanation of its
industry position and competitive advantages and disadvantages
The Target Company is a high-tech enterprise dedicated to the R&D and
industrialization of high-end compound semiconductor epitaxial wafers, chips,
and power systems, with the capability to provide overall solutions for power
systems. Its main products include gallium arsenide solar cell epitaxial
wafers, rigid and flexible gallium arsenide solar cell chips, solar arrays,
and solar wings. The Target Company was successfully recognized as the
Guangdong Provincial Engineering Technology Research Center in 2019, the
Guangdong Provincial Intellectual Property Demonstration Enterprise in 2020,
the Guangdong Provincial Specialized, Refined, Differentiated and Innovative
(SRDI) Enterprise and a National-level "Little Giant" Enterprise in 2023, and
the Guangdong Provincial Single-item Champion Enterprise in 2025.
1. The Target Company's industry segment, competitive landscape, and
comparable companies
According to the business registration information of the Target Company, it
is engaged in the "Manufacturing - Computer, Communication and Other
Electronic Equipment Manufacturing - Other Electronic Equipment
Manufacturing". The Target Company's main products are gallium arsenide (GaAs)
solar cell epitaxial wafers, and rigid and flexible GaAs solar cell chips. In
2025, the Target Company's power system products have achieved sales revenue,
but the current revenue scale is still small.
(1) Overview of the Industry Segment
Epitaxial wafers refer to multi-junction III-V compound semiconductor thin
film materials with specific band structures and atomic-level precision, which
are grown layer by layer on a single-crystal substrate (typically germanium,
Ge) via sophisticated epitaxial technologies such as Metal-Organic Chemical
Vapor Deposition (MOCVD). As the "material cornerstone" of high-performance
space solar cells, the quality of epitaxial wafers directly determines the
physical upper limit of photoelectric conversion efficiency. Chips are
independent power generation units fabricated on high-quality epitaxial wafers
through a series of semiconductor planar processes such as photolithography,
etching, passivation, and metallization. They have a complete PN junction
structure and electrode system, and are the core functional devices that
convert light energy into electrical energy. The power system, the "central
nervous system" of energy management, is a highly reliable and comprehensive
electronic system that integrates energy acquisition, storage, regulation,
distribution, and intelligent management. Its core subsystem is the power
conditioning and distribution unit, which is responsible for efficiently and
stably converting the unstable electrical energy output from the solar cell
array and distributing it to various subsystems to ensure long-term reliable
operation. Epitaxial wafers lay the foundation for performance, chips achieve
photoelectric conversion, and power systems ensure a reliable energy supply.
They are interlinked and together constitute the technological core of the
energy system.
(2) Industry Competitive Landscape
Uniwatt focuses on high-end compound semiconductor cell chips and power
systems. This niche market has high technical barriers, strict entry
thresholds, and relatively few industry participants. In China, only a few
companies with relevant qualifications compete in this market, mainly
including Changelight, CETC Lantian, and the Target Company.
(3) Comparable companies in the same industry
① Changelight (300101.SZ)
Xiamen Changelight Co., Ltd., founded in 2006 and listed on the ChiNext market
in 2010, primarily deals in full-color ultra-high brightness LED epitaxial
wafers and chips, high-performance gallium arsenide solar cells, and LED
lighting products, while also providing energy-saving lighting application
solutions. Changelight currently produces 1 million 6-inch gallium arsenide
(GaAs) wafers annually, making it the largest domestic enterprise capable of
mass-producing GaAs solar cell epitaxial wafers. It is also dedicated to the
research, development and production of high-performance GaAs solar cells.
② CETC Lantian (688818.SH)
CETC Lantian Technology Co., Ltd., established in 1992, received its IPO
registration approval in December 2025. As a subsidiary of China Electronics
Technology Group Corporation, it primarily engages in the R&D, production,
sales, and services of electric energy products and systems. The company
offers a full suite of solutions covering power generation, energy storage,
control, and system integration. Its products are widely used in applications
ranging from the deep sea (1 km underwater) to deep space (225 million km from
Earth), spanning three major sectors, namely the aerospace power supplies,
special-purpose power supplies, and new energy applications and services.
2. Industry position and competitive advantages and disadvantages of the
Target Company
(1) Industry position of the Target Company
The Target Company has been established for over 10 years, actively responding
to national strategies, vigorously developing power supply system technology,
building automated production lines for power supply systems, and committing
to developing high-performance, low-cost, and mass-produced power supply
system products.
The Target Company's main products include epitaxial wafers, chips, and power
systems. Its current revenue is relatively small, mainly because the
downstream market demand is low at this stage. The Target Company's related
products are still in the early stages of industrialization, and its market
expansion resources and channel development are still being improved. Its
revenue is primarily derived from a few core clients that have passed
verification. The Target Company has been continuously and vigorously
developing new power technologies, with significant investment in R&D. It
has established certain advantages in domestic substitution, technological
advancement, and client reserves. It is one of the few enterprises in the
industry with R&D and production capabilities covering the entire industry
chain from epitaxial wafers to power systems. The Target Company has business
cooperation with major relevant entities or companies in the industry. The
GaInP/GaAs/GaInAs triple-junction cells it develops have technical
specifications that exceed other similar products in the industry, making it
one of the core domestic power supply providers with commercial delivery
capabilities.
(2) Competitive advantages of the Target Company
① Complete industrial chain and leading product technology
Compared with comparable companies in the same industry, the Target Company's
business covers the entire power system industry chain, including epitaxial
wafers, chips, solar modules, and solar arrays. It is a domestic enterprise
with R&D and production capabilities spanning the entire industry chain
from epitaxial materials to space energy systems. The Target Company has
mastered the core solar cell epitaxial chip technology for energy systems and
possesses full-process capabilities in power system design, production,
verification, and support. This allows for full-process control over the
production quality and cost of power supply systems, and provides advantages
in rapid response and customized development.
The GaInP/GaAs/GaInAs triple-junction cells developed by the Target Company
have been tested and certified by the Fraunhofer Institute of Solar Energy in
Germany, achieving a conversion efficiency of 36.6%. This efficiency level has
been included as the highest domestic efficiency for GaAs multi-junction solar
cells in the 2025 Highest Solar Cell Efficiencies Table (Ver. 9) released by
the Photovoltaic Committee of the Chinese Renewable Energy Society, which is
higher than other similar products in the industry.
② Products have been validated
The Target Company has long been engaged in the R&D and production of
power system-related products and has completed the verification of multiple
products. The Target Company's epitaxial wafers and power chips have achieved
mass supply. Its power system products have been used in multiple missions and
have been verified, with clients covering several well-known manufacturers.
(2) Competitive disadvantages of the Target Company
① The Target Company is small in scale and is still in a loss-making stage
As of the end of September 2025, the Target Company's total assets were RMB
411.0127 million, and its net assets were RMB 131.5121 million; its operating
revenues for 2024 and for January-September 2025 were RMB 52.9787 million and
RMB 90.5969 million, respectively, with net profits of -RMB 42.5750 million
and -RMB 20.2262 million, respectively. The Target Company has a small
operating revenue scale and is still in a loss-making stage.
② Relatively undiversified financing channels
In the past, the Target Company primarily raised funds through primary market
financing, shareholder loans, etc. Subsequent R&D investment and business
expansion may bring certain financial pressure. The Target Company's current
financial strength limits the large-scale growth of its R&D activities and
production operations to some extent.
③ Concentrated downstream clients
Affected by the characteristics of the industrial chain, the Target Company's
downstream clients are relatively concentrated. During the reporting period,
the revenue from the top three clients accounted for 95.92%, 95.32%, and
93.55% of its primary business revenue for each year, respectively. If major
clients adjust their procurement pricing policies and production procurement
plans, it may have a significant impact on the Target Company's operating
performance.
(III) Explain whether the high client concentration is in line with industry
practice and whether there is a risk of reliance on a single client or loss of
major clients, in combination with the revenue proportion from the top ten
clients, cooperation duration, changes, and client stickiness
From 2023 to September 2025, the Target Company had a high client
concentration, with the revenue from the top three clients accounting for
95.92%, 95.32%, and 93.55% of its primary business revenue for each year,
respectively.
The client concentration of comparable companies in the same industry is as
shown in the table below:
Unit: RMB 10,000
Comparable Company Period Total Revenue Revenue from Top Five Clients Proportion
Changelight January-September 2025 100,681.00 Not disclosed /
2024 243,295.00 120,810.6 49.66%
2023 238,742.70 132,901.6 55.66%
CETC Lantian January-June 2025 111,340.80 90,774.7 81.53%
2024 312,702.30 219,624.7 70.23%
2023 352,404.10 271,483.8 77.04%
During the reporting period, the Target Company's client concentration was
higher than that of comparable companies in the same industry, mainly because
it was still in the early stages of industrialization: on the one hand, the
Target Company's revenue was relatively small, and its market expansion
resources and channel development were still being improved; on the other
hand, the high-reliability requirements of its products resulted in a long
sales cycle, as major products can only be delivered in batches after rigorous
verification. At this stage, the Target Company's revenue was primarily
derived from a few core clients that have passed verification. Therefore,
during the reporting period, the Target Company had a high client
concentration and faced the risk of single-client dependency, which was in
line with industry practice.
During the reporting period, the cooperation with the Target Company's major
clients is described as follows:
No. Client Name Revenue Proportion Cooperation Start Time Description of Client Stickiness and Churn Risk
January-September 2025 2024 2023
1 Major client A 70.30% 92.64% 94.35% 2018 It is a long-term partner of the Target Company, with high client stickiness
and low churn risk.
2 Major client B 16.62% 0.10% 0.00% 2024 It is an important partner of the Target Company, with deep cooperation in
energy systems. The Target Company currently has several power system orders
in hand and completed, with a low client churn risk.
3 Major client C 3.96% 0.00% 0.00% 2025 It is an important partner of the Target Company in the field of emerging
products, with high client recognition. Related orders are currently in
production or pre-production, with a low churn risk.
The Target Company has technological and industrial chain synergies with its
major clients related to power systems, and is also vigorously engaging with
and onboarding other strong enterprises in the industry. Given that the Target
Company is a technology-oriented enterprise capable of full-chain production
from epitaxial wafers to solar array power systems, its technical parameters
and product performance have been continuously verified through in-orbit
operations, and it has business cooperation with major relevant units or
companies in the industry. Therefore, the overall client stickiness is high,
and the risk of client churn is low.
(IV) In combination with the aforementioned situations and related risks,
explain whether the Target Company has sustainable and stable profitability
and whether this acquisition is conducive to enhancing the Listed Company's
sustainable operation capability.
The Target Company is dedicated to the R&D and industrialization of
high-end compound semiconductor epitaxial wafers, chips, and power systems.
Its related products all require complex and rigorous processing and
manufacturing procedures, and it is not a simple assembly manufacturer.
Currently, the Target Company mainly relies on the sales of products such as
epitaxial wafers and chips, while vigorously developing new power supply
technologies. It has established certain first-mover advantages in domestic
substitution, technological advancement, and client reserves, and is one of
the domestic core power supply suppliers with commercial delivery
capabilities. In market competition, the Target Company has competitive
advantages such as a complete power system industry chain, leading product
technology, proven products, and complete qualifications. Although there is a
risk of single-client dependency, the high concentration of downstream clients
is in line with industry practice, and the stickiness of major clients is
high, resulting in a low risk of client churn.
At the current stage, as downstream client orders have not yet been released
on a large scale, the Target Company's revenue scale is relatively small.
Coupled with continuous and increased investment in production line
construction and R&D, the Target Company incurred losses during the
reporting period. In the short term, the Target Company does not possess
sustainable and stable profitability. However, with the rapid development of
downstream industries and the fast growth of downstream market demand, its
profitability is expected to improve. Therefore, in the long run, the Target
Company possesses sustainable and stable profitability, and this acquisition
is also conducive to enhancing the Listed Company's sustainable operation
capability.
Issue 2: regarding the background and purpose of the Transaction. The
Transaction constitutes a related-party transaction. Chao Zhang, the Actual
Controller of the Target Company, serves as a director and Vice President of
the Listed Company and is also a close relative of the Listed Company's Actual
Controllers. The shareholders of the Target Company include a significant
number of financial investors. According to the disclosure of the Proposal,
the primary businesses of the Target Company and the Listed Company have
synergistic effects, and there are risks of market expansion falling short of
expectations and intensified competition. The Company is requested to: (1)
additionally disclose the specific manifestations of synergistic effects
between the Target Company and the Listed Company in terms of products,
technology, and channels, as well as subsequent integration arrangements and
related risks; (2) explain the main considerations, necessity, and
reasonableness for the Listed Company to acquire a loss-making target from
related parties, in light of the competitive landscape, industry position, and
financial condition of the Target Company's industry segment; (3) additionally
disclose the reasons for the exit of financial investors, and state whether
there are any valuation adjustment mechanism (VAM) agreements or other
arrangements unfavorable to the Listed Company between the Target Company, its
Actual Controller, and the financial investor shareholders. If so, please
disclose the main terms of the agreements.
Reply:
(I) Additionally disclose the specific manifestations of synergistic effects
between the Target Company and the Listed Company in terms of products,
technology, and channels, as well as subsequent integration arrangements and
related risks
1. Specific manifestations of synergistic effects between the Target Company
and the Listed Company in terms of products, technology, and channels
With the mission of "Innovating Clean Energy to Benefit Human Society"," the
Listed Company is committed to becoming a global leader in intelligent and
accessible clean energy, and to building itself into a value chain management
and system solution provider with an integrated layout covering "wind, solar,
storage, hydrogen, and fuel cells". Currently, the Listed Company's primary
business focuses on integrated new energy solutions, new energy power station
development and operation, and electricity distribution and sales, with a
strategic layout across multiple fields including wind power, photovoltaics,
energy storage, and hydrogen-ammonia-methanol. However, the Target Company has
been deeply involved in power supply systems for many years and has
established a complete industrial chain covering compound semiconductor
epitaxial wafers, high-efficiency gallium arsenide solar cell chips, and power
supply systems. The products of both the Listed Company and the Target Company
focus on expansion and strategic positioning in the new energy sector. They
have synergistic effects in terms of products, business, upstream and
downstream operations, and technology, which can lead to a win-win
cooperation. Upon completion of this acquisition:
(1) In terms of products, the Listed Company has a full-fledged business
layout in multiple fields such as wind power, photovoltaics, energy storage,
and hydrogen-ammonia-methanol. The Target Company has built a complete
industrial chain covering compound semiconductor epitaxial wafers,
high-efficiency gallium arsenide solar cell chips, and power systems. The
Parties can establish strong synergies in areas such as high-efficiency
photovoltaic materials, flexible integration, and lightweight power systems.
(2) In terms of technology, the Listed Company possesses cutting-edge
photovoltaic technologies such as perovskite thin-film, heterojunction, and
tandem cells, forming a series of core technologies and patented achievements
with independent intellectual property rights. Its perovskite modules have
achieved breakthroughs in both efficiency and stability. The Target Company
holds over 120 authorized core technology patents, including nearly 80
invention patents. The GaInP/GaAs/GaInAs triple-junction cell it developed is
recorded as the highest domestic efficiency for GaAs multi-junction solar
cells to date in the 2025 Highest Efficiency Solar Cells Chart (Ver.9)
released by the Photovoltaic Professional Committee of the Chinese Renewable
Energy Society. The Parties have extensive experience in product application
design and material structure design, enabling them to achieve complementary
synergies.
2. Subsequent integration arrangements and related risks for the Target
Company and the Listed Company
(1) Proposed integration measures
Upon completion of the Transaction, the Listed Company will primarily
implement the following integration measures:
① While maintaining the stability of the Target Company's main management
team, the Listed Company will complement the Target Company's advantages and
integrate in areas such as operational management, financial management,
personnel management, and sales channels. It will introduce the Listed
Company's mature project management and lean production systems to help the
Target Company optimize the entire process from order receipt to delivery and
acceptance, reduce production costs, and improve production ramp-up efficiency
and on-time delivery, thereby expanding the Target Company's revenue scale and
improving its profitability;
② By leveraging the platform and funding advantages of the Listed Company,
along with its existing standardized management experience, we will coordinate
resources from all aspects to integrate the Target Company into the Listed
Company's unified financial management and capital allocation platform,
significantly reducing its financing costs and enhancing financial
transparency and decision-making efficiency through shared digital tools like
ERP and BI.
(2) Planned arrangements
The specific plans and arrangements made by the Listed Company for its
existing business, assets, finance, personnel, and organization are as
follows:
① Business operation plan and integration arrangement
Upon completion of the Transaction, the Target Company will be integrated into
the overall business system of the Listed Company. The Target Company's
complete industry chain, from compound semiconductor epitaxial wafers and
high-efficiency gallium arsenide solar cell chips to power systems, will
further enhance the Listed Company's strategic development space in the energy
sector, aligning with the national development direction of "new quality
productive forces". The Listed Company will fully leverage the rapid overall
business development opportunities brought by the injection of the Target
Company's business, coordinate the synergistic development of the Target
Company's business with its existing business, and achieve a positive
interaction of mutual promotion and resource sharing.
② Asset operation plans and integration arrangements
Upon completion of the Transaction, the Target Company will become a
wholly-owned subsidiary of the Listed Company, but will retain its independent
legal personality, enjoy independent legal person property rights, and
maintain relatively independent assets. Meanwhile, relying on its own
management level and capital operation capabilities, the company will further
optimize resource allocation in combination with the Target Company's market
development prospects to enhance the company's overall competitiveness.
③ Financial operation plans and integration arrangements
Upon completion of the Transaction, the Target Company will maintain its
original financial management structure, but will be incorporated into the
company's overall financial management system, subject to the Company's
supervision and management, and will regularly submit financial reports and
related financial information to the Company. The Company will standardize the
financial operations of the Target Company in its daily business activities in
accordance with its own financial system, control financial risks, achieve
unified management and optimization of internal resources, improve the overall
efficiency of the company's capital utilization, and promote the sustainable
and healthy development of both the company and the Target Company.
④ Personnel operation plans and integration arrangements
Upon completion of the Transaction, the Target Company will maintain the
stability of its original management team, which is conducive to ensuring the
stability of its market position and the sustainability of its competitive
advantages. At the same time, the Listed Company will further optimize and
integrate the organizational structure and human resource management of the
Target Company, promote innovative talent development mechanisms, optimize the
environment for talent development, and build a human resource team that
matches the company's development.
⑤ Organizational operation plans and integration arrangements
Upon completion of the Transaction, the Listed Company will assist the Target
Company in further establishing a more complete, scientific, and standardized
corporate governance structure to ensure that the Target Company operates in
accordance with its Articles of Association and the Listed Company's
management system for its subsidiaries. In principle, the Listed Company will
maintain the stability of the Target Company's existing internal
organizational structure, and will continue to operate based on its current
business model and organizational structure, and make dynamic optimization and
adjustments as needed for the Target Company's business development and in
accordance with the Listed Company's internal control and management
requirements, so as to improve the overall management and control level of the
Listed Company.
(3) Integration risks of the Transaction
The Listed Company has established an effective and standardized governance
structure and management system, and has a relatively clear approach to
integrating new businesses. However, due to the detailed differences between
the existing businesses of the Listed Company and the Target Company, and the
distinctions in industry supervision, business models, markets, and client
groups, it is expected to take some time to achieve ideal and effective
integration and fusion after the acquisition. The integration risks of the
Transaction are manifested as follows:
Upon completion of the Transaction, higher demands are placed on the
management capabilities of the Listed Company. As the business scale of the
Listed Company expands, if it fails to timely improve, perfect, and adjust its
management model and risk control system, it may face ineffective control over
related businesses due to factors such as inadequate management, thus failing
to complete the integration with the Target Company in the short term or
achieving unsatisfactory integration results. The Listed Company will actively
adjust and integrate its business, assets, finance, personnel, and
organization, but deep integration will take a certain amount of time, and
there may be integration risks.
(II) Explain the main considerations, necessity, and reasonableness for the
Listed Company to acquire a loss-making Target Company from related parties,
in light of the competitive landscape, industry position, and financial
condition of the Target Company's industry segment.
1. Competitive landscape and industry position of the Target Company's
industry segment
Please refer to "2. Industry position and competitive advantages and
disadvantages of the Target Company" under "(II) Supplementary disclosure of
the Target Company's industry segment, competitive landscape, and comparable
companies in the same industry, with an explanation of the Target Company's
industry position and competitive advantages and disadvantages" in Issue 1 of
this reply.
2. Explanation of the Target Company's financial condition
As of the end of September 2025, the Target Company's total assets were RMB
411.0127 million, and its net assets were RMB 131.5121 million; its operating
revenues for 2024 and for January-September 2025 were RMB 52.9787 million and
RMB 90.5969 million, respectively, with net profits of -RMB 42.5750 million
and -RMB 20.2262 million, respectively. The Target Company's operating revenue
is relatively small, mainly because orders from its current downstream clients
have not yet been placed on a large scale, resulting in a lag in revenue
recognition compared to its early-stage investments; the Target Company is
experiencing losses, primarily attributable to its continuous increase in
production line construction and R&D investments, coupled with a
relatively small revenue base, which has yet to yield economies of scale.
3. Main considerations, necessity, and reasonableness for acquiring the
loss-making Target Company
The main considerations, necessity, and reasonableness for the Listed
Company's proposed acquisition of Uniwatt are analyzed as follows:
(1) Expanding the Listed Company's strategic development space in the energy
sector
With the mission of "Innovating Clean Energy to Benefit Human Society"," the
Listed Company is committed to becoming a global leader in intelligent and
accessible clean energy, and to building itself into a value chain management
and system solution provider with an integrated layout covering "wind, solar,
storage, hydrogen, and fuel cells". Currently, the Listed Company's primary
business focuses on integrated new energy solutions, new energy power station
development and operation, and electricity distribution and sales, with a
strategic layout across multiple fields including wind power, photovoltaics,
energy storage, and hydrogen-ammonia-methanol. The Target Company has been
deeply involved in power supply systems for many years and has established a
complete industrial chain covering compound semiconductor epitaxial wafers,
high-efficiency gallium arsenide solar cell chips, and power supply systems.
Upon completion of this acquisition, the Listed Company's business will extend
from land (wind power, photovoltaics) and sea (offshore wind power, hydrogen
production from seawater) to space power systems, aligning with the national
development direction of "new quality productive forces" and representing a
forward-looking strategic layout in the energy sector.
(2) Achieving technological complementarity to seize the opportunity in
next-generation photovoltaics
The Listed Company possesses cutting-edge photovoltaic technologies such as
perovskite thin-film, heterojunction, and tandem cells, and has formed a
series of core technologies and patented achievements with independent
intellectual property rights. Its perovskite modules have achieved
breakthroughs in both efficiency and stability, with a third-party certified
efficiency of up to 22.4% for 1200mm*600mm modules. Meanwhile, the laboratory
conversion efficiency of its perovskite/HJT two-terminal tandem cells has
exceeded 34%, and they are now entering the large-size verification stage. The
perovskite/crystalline silicon four-terminal tandem modules have also achieved
a conversion efficiency of 27.6%. The Target Company is dedicated to the
R&D and industrialization of high-end compound semiconductor epitaxial
wafers, chips, and energy systems in the photovoltaic field. It possesses the
capability to provide integrated solutions for power supply systems, and has
developed full-industry-chain R&D and manufacturing capabilities covering
the entire spectrum from epitaxial materials to power supply systems. The two
companies have high synergistic potential in areas such as high-efficiency
photovoltaic materials, flexible integration, and lightweight power systems.
In the future, they can jointly develop new high-efficiency flexible solar
arrays, creating a multi-scenario photovoltaic technology platform. This will
promote application validation and commercialization in more scenarios and
enhance the Listed Company's overall competitiveness in the photovoltaic
field.
(3) Injecting high-quality, unprofitable yet high-growth assets
Although the Target Company is currently loss-making, the power system sector
it operates in is characterized by high barriers to entry, high certainty, and
high growth potential. Through this acquisition, the Listed Company can make
an early layout of the core supply chain and add a new emerging business
segment with high barriers to entry and strong growth potential. This will
optimize the overall business structure of the Listed Company, create new and
long-term performance growth drivers for the Listed Company, and generate
long-term and sustainable returns for all shareholders. Meanwhile, by
leveraging the financing capabilities of the Listed Company's platform, the
industrialization process of the Target Company can be accelerated, achieving
the development goal of expanding and strengthening the power system industry.
In summary, although the Target Company is currently in a loss-making stage,
it possesses technological leadership, client advantages, and clear
industrialization prospects in the power system segment. The Listed Company's
acquisition is based on considerations of national strategic direction,
industrial synergy logic, and long-term value creation, and is fully
necessary, reasonable, and forward-looking.
(III) Additionally disclose the reasons for the exit of financial investors,
and state whether there are any valuation adjustment mechanism (VAM)
agreements or other arrangements unfavorable to the Listed Company between the
Target Company, its Actual Controllers, and the financial investor
shareholders. If so, please disclose the main terms of the agreements.
The financial investors of the Target Company include Qiyuci, Zhongqing
Henghui, Zhongqing Henghui Phase II, Anhui Huiyuan, Zhongshan Guoyuan Venture
Capital, Torch Industries, and Torch Huaying No. 1. When the Target Company
introduced financial investors, the Target Company, Ruide Venture Capital (the
controlling shareholder of the Target Company), Energy Investment Group (the
controlling shareholder of the Listed Company), and Zhongshan Yuezhi (one of
the shareholders of the Target Company, controlled by the general manager of
the Target Company) signed relevant Investment Agreements and/or Share
Repurchase Agreements with the aforementioned financial investors. These
agreements contained VAM arrangements, stipulating VAM clauses such as share
repurchase rights and share transfer restriction rights. Chao Zhang, the
Actual Controller of the Target Company, did not sign any VAM agreements or
make other arrangements unfavorable to the Listed Company with the financial
investor shareholders. The relevant agreements also do not contain any clauses
requiring the Listed Company to assume repurchase obligations or guarantee
responsibilities.
The exit of all financial investors this time was not due to the triggering of
the repurchase conditions stipulated in the valuation adjustment mechanism
(VAM) clauses. The trigger conditions for the investor exit clauses in the
relevant Investment Agreements and Share Repurchase Agreements, as well as the
specific reasons for the exits of the financial investors this time, are as
follows:
Investor Investment Time Entity Responsible for Repurchase Obligation Trigger Conditions Specific Reason for Exit
Qiyuci July 2022 The Target Company, Ruide Venture Capital, or a third party designated by them (1) Any act by the controlling shareholder of the Target Company to sell, The Target Company has an asset securitization opportunity superior to an IPO.
transfer, gift, or pledge the shares they hold in the Target Company to any By participating in the Transaction, it aims to quickly seize industry
other shareholder other than the Existing Shareholders of the Target Company development opportunities and intends to swap its shares for long-term
or to a third party other than the shareholders of the Target Company without holdings of the Listed Company's stock to achieve greater investment returns.
the written consent of the investor, resulting in a change in the controlling
shareholder of the Target Company.
(2) The Actual Controller, Ms. Chao Zhang, transfers the equity she holds in
the Repurchaser, resulting in a change in her status as the Actual Controller
of the Target Company, or Ms. Chao Zhang holds a position with a rank lower
than her current position as Chairman of the Target Company due to a job
transfer.
(3) The Target Company fails to achieve a Qualified IPO (if the CSRC or the
stock exchange suspends the approval of new share offerings, this time limit
shall be extended accordingly), or a qualified back-door listing, or a
qualified whole-entity sale by December 31, 2026, except as otherwise agreed
in writing by the Investor.
(4) Before the Target Company achieves a Qualified IPO, or a qualified
back-door listing, or a qualified whole-entity sale, a material adverse event
occurs that causes a substantial and irremovable obstacle to the Target
Company's Qualified IPO, qualified back-door listing, or qualified
whole-entity sale.
Zhongqing Henghui, Zhongqing Henghui Phase II July 2022 Ruide Venture Capital or a third party designated by it (1) Any act by the controlling shareholder of the Target Company to sell, The Target Company has an asset securitization opportunity superior to an IPO.
transfer, gift, or pledge the shares they hold in the Target Company to any By participating in the Transaction, it aims to quickly seize industry
other shareholder other than the Existing Shareholders of the Target Company development opportunities and intends to swap its shares for long-term
or to a third party other than the shareholders of the Target Company without holdings of the Listed Company's stock to achieve greater investment returns.
the written consent of the investor, resulting in a change in the controlling
shareholder of the Target Company.
(2) The Actual Controller, Ms. Chao Zhang, transfers the equity she holds in
the Repurchaser, resulting in a change in her status as the Actual Controller
of the Target Company.
(3) The Target Company fails to achieve a Qualified IPO (if the CSRC or the
stock exchange suspends the approval of new share offerings, this time limit
shall be extended accordingly), or a qualified back-door listing, or a
qualified whole-entity sale by December 31, 2026, except as otherwise agreed
in writing by the Investor.
(4) Before the Target Company achieves a Qualified IPO, or a qualified
back-door listing, or a qualified whole-entity sale, a material adverse event
occurs that causes a substantial and irremovable obstacle to the Target
Company's Qualified IPO, qualified back-door listing, or qualified
whole-entity sale.
Torch Industries, Torch Huaying No. 1 July 2022 Not applicable Not applicable Considering the adjustment in the Target Company's listing plans, the
financial investors expect to gain more returns by participating in the
Transaction and intend to exit based on their own capital arrangements and
investment plans.
Anhui Huiyuan, Zhongshan Guoyuan Venture Capital January 2026 The Target Company, Ruide Venture Capital, or a third party designated by them (1) Any act by the controlling shareholder of the Target Company to sell, As the financial investors expect to gain more returns by participating in the
transfer, gift, or pledge the shares they hold in the Target Company to any Transaction and intend to exit based on their own capital arrangements and
other shareholder other than the Existing Shareholders of the Target Company investment plans
or to a third party other than the shareholders of the Target Company without
the written consent of the investor, resulting in a change in the controlling
shareholder of the Target Company.
(2) The Target Company fails to achieve a Qualified IPO (if the CSRC or the
stock exchange suspends the approval of new share offerings, this time limit
shall be extended accordingly), or a qualified back-door listing, or a
qualified whole-entity sale by September 30, 2029, except as otherwise agreed
in writing by the Investor.
(3) Before the Target Company achieves a Qualified IPO, or a qualified
back-door listing, or a qualified whole-entity sale, a material adverse event
occurs that causes a substantial and irremovable obstacle to the Target
Company's Qualified IPO, qualified back-door listing, or qualified
whole-entity sale.
(4) The audited operating revenue of the Target Company for any year decreases
by more than 30% (inclusive) year-on-year.
(5) The total amount of external guarantees provided by Energy Investment
Group (including any form of guarantee such as mortgage, pledge, and
suretyship) exceeds 80% of the total net assets of Energy Investment Group as
audited in the latest fiscal year.
As of the date of this reply, apart from the VAM clauses mentioned above,
there are no other arrangements between the Target Company, Ruide Venture
Capital, Energy Investment Group, and the financial investor shareholders that
are unfavorable to the Listed Company. The Parties will subsequently negotiate
to terminate the relevant VAM clauses in accordance with the requirements of
regulatory authorities. There are no lawsuits or arbitrations related to
special shareholder rights between the Target Company, Ruide Venture Capital,
Energy Investment Group, and the financial investor shareholders. The
agreements signed between the financial investors and the Target Company do
not contain any clauses that require the Listed Company to assume any
obligations. After the completion of the Transaction, there will be no
arrangements unfavorable to the Listed Company.
Issue 3: regarding the stock price. The Company's stock was suspended from
trading on January 13, 2026 for the planning of the Transaction, while the
Proposal was disclosed and trading resumed on January 23; before the trading
suspension, the Company's stock price had risen significantly, with the stock
hitting its daily limit on January 12. The Company is requested to provide
details on the specific process of planning this major asset restructuring
before the trading suspension, including important time points such as
contact, negotiation, and agreement signing, as well as the personnel with
inside information and the content of discussions and decisions. Moreover, the
Company is requested to conduct a comprehensive self-inspection and verify the
recent stock trading activities of insiders, including its controlling
shareholder, Actual Controllers, directors, senior officers, transaction
counterparties, and other related parties, and to state whether there are any
illegal or non-compliant activities such as insider trading.
Reply:
(I) The specific process of planning this major asset restructuring before the
trading suspension, including important time points such as contact,
negotiation, and agreement signing, as well as the personnel with inside
information and the content of discussions and decisions
On January 13, 2026, the Company applied for the suspension of its stock
trading for the planning of the Transaction. The main planning process before
the trading suspension for the Transaction was as follows:
Stage Time Planning and Decision-making Method Participating Institutions and Personnel Content of Discussions and Resolutions
Discussion and Planning From January 8 to January 9, 2026 Meeting decision The Company, the Target Company, prospective intermediary agencies, and Proposed issuance of shares and cash payment for asset acquisition, raising of
relevant personnel supporting funds and related-party transactions (all parties understanding the
situation and communicating transaction intentions)
Discussion and Planning January 10, 2026 Meeting decision The Company, prospective intermediary agencies, and relevant personnel Proposed issuance of shares and cash payment for asset acquisition, raising of
supporting funds and related-party transactions (all parties communicating and
discussing the feasibility of the transaction plan)
Discussion and Planning January 11, 2026 Conference call Intermediary agencies and relevant personnel Proposed issuance of shares and cash payment for asset acquisition, raising of
supporting funds and related-party transactions (all parties further exploring
the transaction plan and related issues)
Discussion and Planning January 12, 2026 Report preparation, written reports, phone calls The Company, the Company's controlling shareholder, the Target Company and its Proposed issuance of shares and cash payment for asset acquisition, raising of
controlling shareholder, the proposed intermediary agencies and related supporting funds and related-party transactions (communicating and preparing
personnel for information disclosure related to the Transaction)
(II) Recent stock trading activities of insiders, including the Company's
controlling shareholders, Actual Controllers, directors, senior officers,
transaction counterparties, and other related parties, with a statement on
whether there are any illegal or non-compliant activities such as insider
trading
Based on the Company's self-inspection of stock trading activities by
insiders, the results show that insiders, including the Company's controlling
shareholder, Actual Controllers, directors, senior officers, transaction
counterparties, and other related parties, did not use inside information to
trade the Company's stock during the self-inspection period. The specific
self-inspection details are as follows:
According to the self-inspection, during the period from six months before the
trading suspension for planning the Transaction to the day before the
disclosure of documents such as the Proposal for the Transaction, some of the
inspected parties were found to have traded the Company's stock, with details
as follows:
Name Relationship Trading Date Transaction Type Number of Shares Traded (shares) Share Balance (shares)
Mr./Ms. Yan CFO, Ruide Venture Capital From July 21, 2025 to October 13, 2025 Sell 153,000 150,061
Mr./Ms. Xiao Seal Administrator of Energy Investment Group October 21, 2025 Buy 1,400 1,400
October 23, 2025 Sell 1,400 0
October 28, 2025 Buy 1,500 1,500
November 10, 2025 Sell 1,500 0
From November 17 to November 18, 2025 Buy 1,300 1,300
December 23, 2025 Sell 1,300 0
Mr./Ms. Zhou Immediate family member of the Company's employee, Mr./Ms. Liu July 31, 2025 Buy 1,000 11,000
August 15, 2025 Sell 11,000 0
Mr./Ms. Liu Consultant of Energy Investment Group January 8, 2026 Sell 100 109,900
Mr./Ms. Wu Spouse of Mr./Ms. Sun, an employee of the intermediary agency to be engaged by From August 28 to October 14, 2025 Buy 7,100 10,000
the Company
January 9, 2026 Sell 10,000 0
In response to the aforementioned stock trading activities, the relevant
personnel have made the following statements and commitments:
Relevant Personnel Statement and Commitments
Mr./Ms. Yan 1. My trading of the Company's stock during the self-inspection period was an
independent investment decision based on publicly available market information
and personal judgment, which was not related to the Transaction. When
conducting the aforementioned trading of the Company's stock, I did not obtain
or have knowledge of any inside information related to the Transaction, nor
did I receive any advice on trading the Company's stock. I did not engage in
insider trading. 2. During the self-inspection period for the Transaction, I
and my immediate family members have never, directly or indirectly, advised
any other party to use inside information to buy or sell the Company's stock.
3. Except for the stock trading activities listed in the commitments, neither
I nor my immediate family members have traded the Company's stock or other
related securities through real-name or non-real-name accounts during the
self-inspection period, and there has been no use of inside information for
trading.
Mr./Ms. Xiao 1. My trading of the Company's stock during the self-inspection period was an
independent investment decision based on publicly available market information
and personal judgment, which was not related to the Transaction. When
conducting the aforementioned trading of the Company's stock, I did not obtain
or have knowledge of any inside information related to the Transaction, nor
did I receive any advice on trading the Company's stock. I did not engage in
insider trading. 2. During the self-inspection period for the Transaction, I
and my immediate family members have never, directly or indirectly, advised
any other party to use inside information to buy or sell the Company's stock.
3. Except for the stock trading activities listed in the commitments, neither
I nor my immediate family members have traded the Company's stock or other
related securities through real-name or non-real-name accounts during the
self-inspection period, and there has been no use of inside information for
trading.
Mr./Ms. Liu 1. The trading of the Company's stock by my immediate family members during
the self-inspection period was an independent investment decision based on
publicly available market information and personal judgment, which was not
related to the Transaction. When trading the Company's stock, my immediate
family members did not obtain or have knowledge of any inside information
related to the Transaction, nor did they receive any advice on trading the
Company's stock. My immediate family members did not engage in insider
trading. 2. During the self-inspection period for the Transaction, I and my
immediate family members have never, directly or indirectly, advised any other
party to use inside information to buy or sell the Company's stock. 3. Except
for the stock trading activities listed in the commitments, neither I nor my
other immediate family members have traded the Company's stock or other
related securities through real-name or non-real-name accounts during the
self-inspection period, and there has been no use of inside information for
trading.
Mr./Ms. Zhou 1. My trading of the Company's stock during the self-inspection period was an
independent investment decision based on publicly available market information
and personal judgment, which was not related to the Transaction. When
conducting the aforementioned trading of the Company's stock, I did not obtain
or have knowledge of any inside information related to the Transaction, nor
did I receive any advice on trading the Company's stock. I did not use inside
information for stock trading. 2. During the self-inspection period for the
Transaction, I have never, directly or indirectly, advised any other party to
use inside information to buy or sell the Company's stock. 3. Except for the
stock trading activities listed in the commitments, I have not traded the
Company's stock or other related securities through real-name or non-real-name
accounts.
Mr./Ms. Liu 1. My trading of the Company's stock during the self-inspection period was an
independent investment decision based on publicly available market information
and personal judgment, which was not related to the Transaction. When
conducting the aforementioned trading of the Company's stock, I did not obtain
or have knowledge of any inside information related to the Transaction, nor
did I receive any advice on trading the Company's stock. I did not engage in
insider trading. 2. During the self-inspection period for the Transaction, I
and my immediate family members have never, directly or indirectly, advised
any other party to use inside information to buy or sell the Company's stock.
3. Except for the stock trading activities listed in the commitments, neither
I nor my immediate family members have traded the Company's stock or other
related securities through real-name or non-real-name accounts during the
self-inspection period, and there has been no use of inside information for
trading.
Mr./Ms. Sun 1. The trading of the Company's stock by my immediate family members during
the self-inspection period was an independent investment decision based on
publicly available market information and personal judgment, which was not
related to the Transaction. When trading the Company's stock, my immediate
family members did not obtain or have knowledge of any inside information
related to the Transaction, nor did they receive any advice on trading the
Company's stock. My immediate family members did not engage in insider
trading. 2. During the self-inspection period for the Transaction, I and my
immediate family members have never, directly or indirectly, advised any other
party to use inside information to buy or sell the Company's stock. 3. Except
for the stock trading activities listed in the commitments, neither I nor my
other immediate family members have traded the Company's stock or other
related securities through real-name or non-real-name accounts during the
self-inspection period, and there has been no use of inside information for
trading.
Mr./Ms. Wu 1. My trading of the Company's stock during the self-inspection period was an
independent investment decision based on publicly available market information
and personal judgment, which was not related to the Transaction. When
conducting the aforementioned trading of the Company's stock, I did not obtain
or have knowledge of any inside information related to the Transaction, nor
did I receive any advice on trading the Company's stock. I did not use inside
information for stock trading. 2. During the self-inspection period for the
Transaction, I have never, directly or indirectly, advised any other party to
use inside information to buy or sell the Company's stock. 3. Except for the
stock trading activities listed in the commitments, I have not traded the
Company's stock or other related securities through real-name or non-real-name
accounts.
In summary, based on the Company's self-inspection, insiders, including the
Company's controlling shareholder, Actual Controller, directors, senior
officers, transaction counterparties, and other related parties, did not use
inside information to trade the Company's stock during the self-inspection
period.
Although the Company has established standardized insider information
management systems and taken necessary and sufficient confidentiality measures
in accordance with relevant laws and regulations, limited the scope of access
to relevant sensitive information, and followed the principle of minimizing
the number of insiders and reducing and avoiding the dissemination of inside
information, the possibility that relevant institutions or individuals may use
inside information from the Transaction for insider trading cannot be ruled
out. Furthermore, the Company's verification methods are limited, and it
cannot verify whether the information provided by related parties contains
misrepresentations. If any party related to the Transaction is suspected of
insider trading, there is a risk that the Restructuring may be suspended,
terminated, or canceled due to abnormal stock price fluctuations or unusual
trading. The Company has disclosed the relevant risks in "Section VII Risk
Factors" - "I. Risks Related to the Transaction" - "(II) Risk of Suspension,
Termination, or Cancellation of the Transaction" of the Proposal.
The Company will promptly respond to the relevant issues in the Inquiry Letter
and fulfill its information disclosure obligations as required by the Shanghai
Stock Exchange. The Company's designated information disclosure media are the
Shanghai Securities News, China Securities Journal, Securities Daily,
Securities Times, and the website of the Shanghai Stock Exchange
(www.sse.com.cn). All information about the Company shall be based on the
information published in the aforementioned designated media. Investors are
kindly reminded to invest rationally and be aware of investment risks.
For more detailed information, please visit:
http://www.rns-pdf.londonstockexchange.com/rns/9387R_1-2026-2-5.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/9387R_1-2026-2-5.pdf)
Ming Yang Smart Energy Group Limited
5 February, 2026
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