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REG - Ming Yang Smart Engy - Resolution of the Second EGM in 2025

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RNS Number : 6130Y  Ming Yang Smart Energy Group Ltd  09 September 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)

 

Resolution of the Second Extraordinary General Meeting of 2025

 

Important notice:

 

• Whether any of the proposed resolution at the meeting was objected: None

 

I. CONVENING AND ATTENDANCE OF THE MEETING

 

(I)        Date of the General Meeting: 9 September 2025

 

(II)      Venue of the General Meeting: the conference room on the 5th
floor of Ming Yang Smart Energy Group Limited (the "Company"), Ming Yang
Industrial Park, No. 22, Torch Avenue, Zhongshan Torch High-tech Industrial
Development Zone, Zhongshan City, Guangdong, People's Republic of China

 

(III)      Ordinary shareholders and preference shareholders with
recovered voting rights who attended the meeting and their shareholdings:

 

 1.   The number of shareholders attending in person or by proxy                777
 2.   The total number of shares carrying voting rights held by shareholders    894,863,801
 attending the meeting (shares)
 3.   The number of shares carrying voting rights held by shareholders          41.6143
 attending the meeting as a percentage of the total number of shares of the
 Company carrying voting rights (%)

The "Total number of voting shares of the company" as indicated in the above
table excludes the number of shares in the Repurchase Securities Account of
Ming Yang Smart Energy Group Limited without voting rights.

 

(IV)      Whether the voting procedures were in compliance with the
requirements under the Company Law of the People's Republic of China ("Company
Law") and the articles of association of the Company ("Articles of
Association"), the presiding of the meeting and other details.

 

The meeting was convened by the Board of the Company. According to the
Company's "Rules of Procedure for General Meeting": "The Chairman shall serve
as the chairperson to preside over the General Meeting. If the Chairman is
unable or fails to perform such duties, the Vice Chairman shall serve as the
chairperson to preside over the General Meeting; if the Vice Chairman is
unable or fails to perform such duties, a director jointly recommended by a
majority of the directors shall serve as the chairperson to preside over the
General Meeting." As Mr. Zhang Chuanwei, the Chairman of the Company, was
unable to attend this General Meeting due to official business, and Mr. Ge
Changxin resigned from his position as Vice Chairman, Mr. Fan Yuanfeng, a
director jointly recommended by a majority of the directors, presided over the
Second Extraordinary General Meeting of 2025. The meeting is conducted and
voted on through a combination of on-site voting and online voting. The
convening and holding of the meeting comply with the provisions of the Company
Law and the Articles of Association.

 

(V)       Attendance of the Directors, supervisors of the Company and
secretary to the Board

 

1.   4 out of the 8 incumbent directors of the Company attended the meeting
on-site or online. Chairman of the board Mr. Zhang Chuanwei, Director Mr.
Zhang Qiying, Director Mr. Zhang Rui and Independent Director Mr. Zhu Tao were
unable to attend the meeting due to other business arrangements;

2.   2 out of the 3 incumbent supervisors of the Company attended the
meeting on-site. Mr. Cheng Yongfeng, supervisor of the Company, was unable to
attend the meeting due to other business arrangements;

3.   Mr. Wang Chengkui, the secretary to the Board of the Company, attended
the meeting; and other senior management of the Company, including Mr. Fang
Meng (Chief Financial Officer), Ms. Yi Lingna (Vice President), and Mr. Ye Fan
(Vice President) attended the meeting.

 

II. VOTING RESULTS OF THE RESOLUTION

 

(I) Resolution by non-cumulative poll

1. Resolution on the Amendments to the Articles of Association

Result after consideration: approved

Voting results:

 Class of shareholders  Affirmative                      Dissenting                       Abstaining
                        Number of votes  Percentage (%)  Number of votes  Percentage (%)  Number of votes  Percentage (%)
 A share                841,952,124      94.0871         52,762,977       5.8962          148,700          0.0167

 

2. Resolution on the Abolishment of Supervisory Committee and Repeal of the
Rules of Procedure for Supervisory Committee

Result after consideration: approved

Voting results:

 Class of shareholders  Affirmative                      Dissenting                       Abstaining
                        Number of votes  Percentage (%)  Number of votes  Percentage (%)  Number of votes  Percentage (%)
 A share                892,463,267      99.7317         2,250,234        0.2514          150,300          0.0169

 

3. Resolution on the Amendments to the Rules of Procedure for General Meetings

Result after consideration: approved

Voting results:

 Class of shareholders  Affirmative                      Dissenting                       Abstaining
                        Number of votes  Percentage (%)  Number of votes  Percentage (%)  Number of votes  Percentage (%)
 A share                870,443,264      97.2710         24,270,237       2.7121          150,300          0.0169

 

4. Resolution on the Amendments to the Working Rules for Online Voting of the
General Meeting

Result after consideration: approved

Voting results:

 Class of shareholders  Affirmative                      Dissenting                       Abstaining
                        Number of votes  Percentage (%)  Number of votes  Percentage (%)  Number of votes  Percentage (%)
 A share                870,411,564      97.2674         24,276,137       2.7128          176,100          0.0198

 

5. Resolution on the Amendments to the Rules of Procedure for the Meetings of
Board of Directors

Result after consideration: approved

Voting results:

 Class of shareholders  Affirmative                      Dissenting                       Abstaining
                        Number of votes  Percentage (%)  Number of votes  Percentage (%)  Number of votes  Percentage (%)
 A share                870,378,264      97.2637         24,307,337       2.7163          178,200          0.0200

 

6. Resolution on the Amendments to the Working Rules for Independent Directors

Result after consideration: approved

Voting results:

 Class of shareholders  Affirmative                      Dissenting                       Abstaining
                        Number of votes  Percentage (%)  Number of votes  Percentage (%)  Number of votes  Percentage (%)
 A share                870,407,564      97.2670         24,274,037       2.7125          182,200          0.0205

 

7. Resolution on the Amendments to the Code of Conduct for Controlling
Shareholders and Actual Controllers

Result after consideration: approved

Voting results:

 Class of shareholders  Affirmative                      Dissenting                       Abstaining
                        Number of votes  Percentage (%)  Number of votes  Percentage (%)  Number of votes  Percentage (%)
 A share                870,400,042      97.2662         24,285,059       2.7138          178,700          0.0200

 

8. Resolution on the Amendments to the Proceeds Management Rules

Result after consideration: approved

Voting results:

 Class of shareholders  Affirmative                      Dissenting                       Abstaining
                        Number of votes  Percentage (%)  Number of votes  Percentage (%)  Number of votes  Percentage (%)
 A share                870,421,964      97.2686         24,262,137       2.7112          179,700          0.0202

 

(II) Resolution by cumulative poll

9. Resolution on the Election of Non-Independent Director Candidates for the
Third Session of the Board of Directors

Voting results:

 Resolution No.  Resolution    Number of votes  Percentage (%)  Election results
 9.01            Zhang Chao    838,197,957      93.6676         Elected
 9.02            Lin Maoliang  885,039,673      98.9021         Elected

 

(III) Voting results of shareholders with less than 5% share interest in
relation to material items

 Resolution No.  Resolution           Number of votes      Percentage (%)       Election results
 9.00            Resolution on the Election of Non-Independent Director Candidates for the
                 Third Session of the Board of Directors
 9.01            Zhang Chao           448,073,859          88.7732              Elected
 9.02            Lin Maoliang         494,915,575          98.0536              Elected

 

(IV) Details in relation to the voting results of the resolution

1.   Special resolution: Resolution 1,2,3 and 5

2.   The resolution for separate counting of votes cast by minority
investors: Resolution: 9

3.   Resolution involving related shareholder abstention from voting: Nil

Names of connected shareholders who should abstain from voting: Nil

 

III. ATTESTATION BY LAWYER

1.   The General Meeting was attested by: ZHONG LUN LAW FIRM

2.   Lawyers: Zhou Yuxiang, Cai Tengfei

3.   Concluding opinions from the lawyers for the attestation:

In the lawyers' opinion, the convening and holding procedures of the general
meeting were in compliance with relevant laws, administrative regulations,
Rules of Procedures for the General Meetings and the Articles of Association;
the qualifications of the persons attending the meeting and the convener were
lawful and valid; and the voting procedures conducted at the meeting and the
voting results thereof were lawful and valid.

 

Ming Yang Smart Energy Group Limited

9 September 2025

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