REG - Ming Yang Smart Engy - Repurchase and Cancellation of Restricted Shares

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17/03/2023 15:30

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RNS Number : 4130T  Ming Yang Smart Energy Group Ltd  17 March 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 Repurchase and Cancellation of the Restricted Shares Granted
to Certain Incentive Participants but Remaining Locked-up Under the 2019
Restricted Stock Incentive Scheme

 

 

Important notice:

 

l     The number of restricted shares repurchased and cancelled: 102,000
shares

l    The repurchase price of restricted shares: the repurchase price of the
restricted shares granted to the incentive participants under the first grant
shall be RMB4.895 per share, and the repurchase price of the reserved
restricted shares granted to the incentive participants shall be RMB8.063 per
share.

 

Ming Yang Smart Energy Group Limited (hereinafter referred to as "Ming Yang
Smart" or the "Company") held the 37th meeting of the second Board and the
32th meeting of the second Supervisory Committee on 17 March 2023, at which
the Resolution Regarding the Repurchase and Cancellation of the Restricted
Shares Granted to Certain Incentive Participants but Remaining Locked-up Under
the 2019 Restricted Stock Incentive Scheme was considered and approved.
Pursuant to the authorisation of the 2019 annual general meeting of the
Company, the restricted shares granted to certain incentive participants but
remaining locked-up under the 2019 restricted stock incentive scheme of the
Company ("2019 Restricted Share Incentive Scheme") were repurchased and
cancelled. The relevant issues are state as follows:

 

I. Decision-making procedures performed and information disclosure

1. On 26 August 2019, the Company held the 25th meeting of the first Board and
the 18th meeting of the first Supervisory Committee, at which the 2019
Restricted Share Incentive Scheme (Draft) and Summary, the Administrative
Measures for the Evaluation of the Implementation of the 2019 Restricted Share
Incentive Scheme and other resolutions were considered and approved.
Independent Directors expressed their independent consent opinions in this
regard. The Supervisory Committee verified the incentive participants of the
incentive scheme and issued verification opinions.

2. On 20 April 2020, the Company held the third meeting of the second Board
and the third meeting of the second Supervisory Committee, at which the 2019
Restricted Share Incentive Scheme (Revised draft) and Summary, the Resolution
Regarding Requesting the General Meeting to Authorize the Board to Deal with
Matters Related to the Restricted Share Incentive Scheme of the Company and
other resolutions were considered and approved. Independent Directors
expressed their independent consent opinions in this regard. The Supervisory
Committee verified the incentive participants of the incentive scheme and
issued verification opinions.

3. From 22 April 2020 to 2 May 2020, the Company conducted internal public
disclosures of the names and positions of the proposed incentive participants.
After the expiry of the public notice period, the Supervisory Committee
verified the list of the incentive participants for the initial grant of the
incentive scheme and provided an explanation of the information.

4. On 13 May 2020, the Company held the 2019 annual general meeting, at which
the 2019 Restricted Share Incentive Scheme (Revised draft) and Summary, the
Resolution Regarding Requesting the General Meeting to Authorize the Board to
Deal with Matters Related to the Restricted Share Incentive Scheme of the
Company, the Administrative Measures for the Evaluation of the Implementation
of the 2019 Restricted Share Incentive Scheme and other resolutions were
considered and approved. The Company conducted self-inspection on the trading
of the shares of the Company by insiders of the share incentive scheme, and
the Company did not find any insider trading of the shares of the Company
using insider information.

5. On 20 May 2020, the Company held the fifth meeting of the second Board and
the fifth meeting of the second Supervisory Committee, at which the Resolution
Regarding the Issues Related to the Adjustment in the 2019 Restricted Share
Incentive Scheme, the Resolution Regarding the Grant of Restricted Shares to
Incentive Participants Under the First Grant and other resolutions were
considered and approved. Independent Directors of the Company expressed their
independent opinions in this regard, and they are of the view that the
qualifications of the incentive participants are legal and valid. The
determined Grant Date complies with the relevant requirements. The Supervisory
Committee verified the incentive participants of the incentive scheme and
issued verification opinions.

6. On 7 July 2020, the Company initially granted an aggregate of 23.3404
million shares to 220 incentive participants and completed the registration at
the Shanghai Branch of China Securities Depository and Clearing Corporation
Limited (hereinafter referred to as the "CSDCC").

7. On 12 May 2021, the Company held the 20th meeting of the second Board and
the 16th meeting of the second Supervisory Committee, at which the Resolution
Regarding the Grant of Reserved Restricted Shares to Incentive Participants
Under the 2019 Restricted Share Incentive Scheme was considered and approved.
Independent Directors expressed their independent consent opinions, and the
Supervisory Committee verified the incentive participants of the reserved
portion. Beijing Tian Yuan Law Firm issued a legal opinion.

8. From 15 May 2021 to 24 May 2021, the Company conducted internal public
disclosures of the names and positions of the proposed incentive participants
for the reserved portion. After the expiry of the public notice period, the
Supervisory Committee verified the list of the incentive participants for the
reserved portion to be granted to them and made public disclosures.

9. On 9 June 2021, the Company held the 21st meeting of the second Board and
the 17th meeting of the second Supervisory Committee, at which the Resolution
Regarding the Adjustment in the Grant Price of the Reserved Portion Under the
2019 Restricted Share Incentive Scheme and the Repurchase Price of the Some
Shares Under the First Grant, the Resolution Regarding the Repurchase and
Cancellation of the Restricted Shares Granted to the Incentive Participants
but Remaining Locked-up and the Resolution Regarding the Fulfilment of the
Unlocking Conditions for the First Unlocking Period for the First Grant Under
the 2019 Restricted Share Incentive Scheme were considered and approved. As
authorised by the 2019 annual general meeting of the Company, (1) the grant
price of the reserved portion under the 2019 Restricted Share Incentive Scheme
was adjusted from RMB8.39 per share to RMB8.284 per share, and the repurchase
price of the shares under the first grant was adjusted from RMB5.222 per share
to RMB5.116 per share; (2) the annual general meeting agreed to repurchase and
cancel the 100,000 restricted shares granted but remaining unlocked held by
three incentive participants left office, and such shares were cancelled on 10
August 2021; and (3) the annual general meeting completed the relevant
procedures for unlocking a total of 5,810,100 restricted shares held by 217
incentive participants meeting the unlocking conditions, and such shares
became tradable on 9 July 2021. Independent Directors expressed their
independent consent opinions in this regard. Beijing Tian Yuan Law Firm issued
a legal opinion.

10. On 17 September 2021, the Company granted a total of 5,498,000 reserved
shares of the restricted shares to 103 incentive participants at the grant
price of RMB8.284 per share and completed the registration procedures with
CSDCC.

11. On 21 February 2022, the Company held the 28th meeting of the second Board
and the 24th meeting of the second Supervisory Committee, at which the
Resolution Regarding the Repurchase and Cancellation of the Restricted Shares
Granted to Certain Incentive Participants but Remaining Locked-up Under the
2019 Restricted Share Incentive Scheme was considered and approved. As
authorised by the 2019 annual general meeting of the Company, the annual
general meeting agreed to repurchase and cancel the 472,500 restricted shares
granted but remaining unlocked held by eight incentive participants left
office. Independent Directors expressed their independent consent opinions in
this regard. Beijing Tian Yuan Law Firm issued a legal opinion. Such shares
were cancelled on 23 May 2022.

12. On 28 June 2022, the Company held the 32nd meeting of the second Board and
the 28th meeting of the second Supervisory Committee, at which the Resolution
Regarding the Adjustment in the Repurchase Price of the Shares Under the First
Grant and the Repurchase Price of the Reserved Portion under the 2019
Restricted Share Incentive Scheme and the Resolution Regarding the Fulfilment
of the Unlocking Conditions for the Second Unlocking Period for the First
Grant Under the 2019 Restricted Share Incentive Scheme were considered and
approved. As authorised by the 2019 annual general meeting of the Company, (1)
the repurchase price of the shares under the first grant under the 2019
Restricted Share Incentive Scheme was adjusted from RMB5.116 per share to
RMB4.895 per share, and the repurchase price of the reserved portion was
adjusted from RMB8.284 per share to RMB8.063 per share; and (2) the annual
general meeting agreed to complete the relevant procedures for unlocking a
total of 5,667,600 restricted shares held by 211 incentive participants
meeting the unlocking conditions. Such shares became tradable on 7 July 2022.
Independent Directors expressed their independent consent opinions in this
regard. Beijing Tian Yuan Law Firm issued a legal opinion.

13. On 10 November 2022, the Company held the 35th meeting of the second Board
and the 31st meeting of the second Supervisory Committee, at which the
Resolution Regarding the Fulfilment of the Unlocking Conditions for the First
Unlocking Period for the Reserved Portion Under the 2019 Restricted Share
Incentive Scheme was considered and approved. As authorised by the 2019 annual
general meeting of the Company, the Company agreed to complete the relevant
procedures for unlocking a total of 1,628,400 restricted shares held by 100
incentive participants meeting the unlocking conditions. Such shares became
tradable on 23 November 2022. Independent Directors expressed their
independent consent opinions in this regard. Beijing Tian Yuan Law Firm issued
a legal opinion.

14. On 17 March 2023, the Company held the 37th meeting of the second Board
and the 32nd meeting of the second Supervisory Committee, at which the
Resolution Regarding the Repurchase and Cancellation of the Restricted Shares
Granted to Certain Incentive Participants but Remaining Locked-up Under the
2019 Restricted Share Incentive Scheme was considered and approved. As
authorised by the 2019 annual general meeting of the Company, the annual
general meeting agreed to repurchase and cancel the 102,000 restricted shares
granted but remaining unlocked held by six incentive participants left office.
Such shares were cancelled on 23 May 2022. Independent Directors expressed
their independent consent opinions in this regard. Beijing Tian Yuan Law Firm
issued a legal opinion.

 

II. The Reasons for the Repurchase and Cancellation of Restricted Shares and
the Number and the Repurchase Prices of such Shares

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, if an incentive participant leaves
office as a result of resignation or dismissal, the restricted shares that
have been granted to the incentive participant but not yet unlocked shall not
be unlocked, and such shares shall be repurchased and cancelled by the Company
at the grant price. After the completion of registration of the restricted
shares granted to the incentive participants, if there are conversions of
capital reserve into share capital, distributions of dividends, stock splits,
allotments of shares, reductions of shares and other activities affecting the
total share capital or share price of the Company, the Company shall make
corresponding adjustments to the repurchase prices of the restricted shares
which have not been unlocked.

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. The Company repurchased and cancelled the 102,000
restricted shares granted but not yet unlocked held by the above six original
incentive participants at RMB4.895 per share (after adjustment) under the
first grant and RMB8.063 per share (after adjustment) under the reserved
grant, respectively.

According to the authorisation of the 2019 annual general meeting of the
Company, the resolution regarding the repurchase and cancellation shall not be
subject to the consideration of the general meeting of shareholders.

In conclusion, 102,000 restricted shares were repurchased and cancelled this
time, and the repurchase amount was RMB600,666.00, which was funded by the
Company's own funds.

 

III. Expected Changes in the Shareholding Structure of the Company Before and
After the Proposed Repurchase

Upon the completion of the repurchase and cancellation of restricted shares,
the shares subject to lock-up of the Company shall be reduced by 102,000
shares, and the total number of shares of the Company shall be reduced by
102,000 shares. The expected changes in share capital are as follows:

Unit: share

 Type                           Before the change  The number of shares related to current change  After the change
 Shares subject to lock-up      163,088,794        -102,000                                        162,986,794
 Shares not subject to lock-up  2,108,996,912      -                                               2,108,996,912
 Total                          2,272,085,706      -102,000                                        2,271,983,706

 

Note: The above expected changes in the share capital structure are subject to
the shareholding structure table issued by the CSDCC after the completion of
the repurchase and cancellation.

 

IV. Effects on the Company's Results

The repurchase and cancellation of certain restricted shares will not have a
material impact on the financial position and operating results of the
Company. The management of the Company will keep on performing their duties
diligently to create value for shareholders.

 

V. Opinions of Independent Directors

Given that four participants under the first grant and two 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, the Company repurchased and cancelled the 102,000 restricted
shares granted but not yet unlocked held by the above six participants, which
is in compliance with the relevant laws and regulations. The Company adjusted
the repurchase prices according to the 2021 profit distribution plan, and
repurchased and cancelled the shares under the first grant at the price of
RMB4.895 per share (after adjustment) and the shares under the reserved grant
at the price of RMB8.063 per share (after adjustment), respectively. The above
repurchase and cancellation are in compliance with the provisions of the
Administrative Measures on Equity Incentives of Listed Companies and the 2019
Restricted Equity Incentive Scheme (Revised draft), without prejudice to the
interests of the Company and its shareholders as a whole. Therefore, we
approved the repurchase and cancellation.

 

VI. Opinions of the Supervisory Committee

According to the Administrative Measures on Equity Incentives of Listed
Companies and the 2019 Restricted Equity Incentive Scheme (Revised draft),
four participants under the first grant and two 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.
The Company repurchased at the repurchase price, which did not prejudice the
interests of the Company and its shareholders as a whole. Therefore, the
Supervisory Committee agreed to repurchase and cancel the 102,000 restricted
shares granted but not yet unlocked held by the above six participants.

 

VII. Conclusion on the Legal Opinion

Beijing Tian Yuan Law Firm has issued a legal opinion on the repurchase and
cancellation of the restricted shares that have been granted to the incentive
participants but not yet unlocked, and the law firm is of the opinion that (1)
the approval and authorisation procedures went through by Ming Yang Smart in
respect of the Share Incentive Scheme are in compliance with the relevant
laws, regulations and normative documents such as the Company Law, the
Securities Law, the Administrative Measures on Equity Incentives of Listed
Companies and the relevant requirements of the 2019 Restricted Equity
Incentive Scheme (Revised draft); (2) the necessary approvals and
authorisations have been obtained for the repurchase and cancellation of the
restricted shares that have been granted to the participants but not yet
unlocked.

The reasons for the repurchase and cancellation of the restricted shares
granted to certain participants but not yet unlocked and the number and the
repurchase prices of such shares are in compliance with the requirements of
the Company Law of the People's Republic of China, the Securities Law of the
People's Republic of China, the Administrative Measures on Equity Incentives
of Listed Companies and other laws, regulations and normative documents and
the requirements of the 2019 Restricted Equity Incentive Scheme (Revised
draft).

 

The Board shall complete the relevant procedures for the repurchase and
cancellation pursuant to the requirements of the Shanghai Stock Exchange and
the China Securities Depository and Clearing Corporation Limited and perform
the information disclosure obligations in a timely manner.

 

 

Ming Yang Smart Energy Group Limited

17 March 2023

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