REG - Ming Yang Smart Engy - Amendments to the Articles of Association

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18/07/2023 12:15

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RNS Number : 3932G  Ming Yang Smart Energy Group Ltd  18 July 2023

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 Change of Registered Capital of the Company and the
Amendments to the Articles of Association

On 18 July 2023, Ming Yang Smart Energy Group Limited (the "Company") held the
40th meeting of the Second Board of Directors and the 35th meeting of the
Second Board of Supervisors, which reviewed and approved the Proposal on the
Change of Registered Capital of the Company and the Proposal on Amendments to
the Articles of Association. The details are as follows:

I.     Change of Registered Capital of the Company

The Company is required to change the registered capital of the Company due to
the repurchase and cancellation of restricted shares granted under the equity
incentives scheme, the details of which are as follows:

According to the relevant requirements of the Administrative Measures on
Equity Incentives of Listed Companies and the 2019 Restricted Equity Incentive
Scheme (Revised Draft) of the Company, four incentive participants under the
first grant and two incentive participants under the reserved grant of the
2019 Restricted Share Incentive Scheme left office for personal reasons, and
they are no longer qualified as incentive participants. According to the
authorisation of the 2019 annual general meeting of the Company, the 37th
meeting of the Second Board of Directors on held 17 March 2023 considered and
approved to repurchase and cancel the 102,000 restricted shares granted but
not yet unlocked held by such participants.

The Company has performed the procedures on notifying creditors of the
Repurchase and Cancellation of Restricted Shares in accordance with the law.
As at 2 May 2023, the notification period has expired for 45 days, and the
Company has received no declaration from creditors requesting debt repayment
or provision of guarantees. Such restricted shares have been cancelled on 22
May 2023. For details, please refer to the Announcement on the Implementation
of Repurchase and Cancellation of Certain Restricted Shares Granted Under the
Equity Incentives Scheme (Announcement No.: 2023-033) disclosed by the Company
on the designated information disclosure media on 18 May 2023.

As at 22 May 2023, the registered capital of the Company was changed from
RMB2,272,085,706 to RMB2,271,983,706, and the total number of shares of the
Company were changed from 2,272,085,706 shares to 2,271,983,706 shares.

 

II.   Amendments to the Articles of Association of the Company

According to the above changes in the registered capital of the Company, the
Company intends to make the following amendments to the relevant provisions of
the Articles of Association of Ming Yang Smart Energy Group Limited (the
"Articles of Association"):

 Before modification                                                          After modification
 Article 6                                                                    Article 6

 The registered capital of the Company is RMB2,272,085,706.                   The registered capital of the Company is RMB2,271,983,706.
 Article 21                                                                   Article 21

 The total number of shares of the Company is 2,272,085,706 shares, and the   The total number of shares of the Company is 2,271,983,706 shares, and the
 share capital structure of the Company consists of 2,272,085,706 ordinary    share capital structure of the Company consists of 2,271,983,706 ordinary
 shares with no other types of shares.                                        shares with no other types of shares.

Save as the modification of the above provisions, other provisions of the
Articles of Association remain unchanged.

On 13 May 2020, the Company held the 2019 annual general meeting, at which the
Proposal on Requesting the General Meeting to Authorize the Board to Deal with
Matters Related to the Restricted Share Incentive Scheme of the Company was
considered and approved. According to Article 11 and other provisions of the
Proposal, which states authorising the Board to handle formalities with
relevant authorities in relation to the Incentive Scheme, such as review,
registration, filings, approval and consent (including but not limited to the
filing of amendments to the Articles of Association, authorising the Board to
sign, execute, amend and complete documents submitted to relevant authorities,
organisations and individuals, and authorising the Board to carry out all
other actions and do all other things necessary, appropriate or expedient in
relation to the Incentive Scheme, the Proposal on the Change of Registered
Capital of the Company and the Proposal on the Amendments to the Articles of
Association will take effect upon the consideration and approval by the Board
and is not required to submit it to the general meeting for consideration. The
Board may further authorise the chairman of the Board of the Company or other
persons further authorised to deal with the industrial and commercial
registration for the changes of the registered capital of the Company and the
amendments to the Articles of Association.

 

Ming Yang Smart Energy Group Limited

18 July, 2023

 

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