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date: 2024.02.02
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 implementation results of repurchase of share by the company and changes in shareholding structure
i. approval of the implementation of repurchase and contents of the repurchase plan
ming yang smart energy group limited (hereinafter referred to as the "company") convened the 39th meeting of the second session of the board of directors on 4 may 2023, at which the resolution on the plan for repurchase of the shares through centralized bidding trading was considered and approved, to agree the company to repurchase the shares of the company by using no more than rmb1,000 million (inclusive) and not less than rmb500 million (inclusive) out of its own fund through centralized bidding trading to implement stock option incentive, with the term of repurchase of no more than 12 months from 4 may 2023.
ii. implementation of repurchase of shares
(i) on 16 june 2023, the company made the first repurchase of shares and disclosed the first repurchase of shares on 17 june 2023.
(ii) on 2 february 2024, the company completed the repurchase and repurchased 89,813,484 shares of the company in aggregate through centralized bidding trading, representing 3.95% of the current total share capital of the company (namely 2,271,759,206 shares), at a maximum repurchase price of rmb17.99 per share, and a minimum price of rmb8.52 per share, with the total amount of funds rmb999,999,606.71 (exclusive transaction expenses).
(iii) the actual number of shares repurchased, repurchase price and the total amount of funds used in the repurchase of the company are in line with the repurchase plan considered and approved by the board of directors. there is no difference between the actual implementation of the repurchase plan and the originally disclosed repurchase plan, and the company has completed the repurchase according to the plan disclosed.
(vi) the funds used in the repurchase of shares are all financed by the company's own fund. the repurchase of shares will not have a significant impact on the operation, finance and future development of the company. it will not lead to changes in the company's control and the shareholding structure of the company being not in compliance with the conditions of listing.
iii. trading of shares by relevant parties during the repurchase
the company disclosed its repurchase of shares on 5 may 2023 for the first time.
as of the date of this announcement, mr. zhang chuanwei, the chairman, chief executive officer (general manager), and de facto controller of the company, increased his shareholding of the company by 1,909,600 shares in the trading system of the shanghai stock exchange through the centralized biding trading, representing 0.08% of the current total share capital of the company, with amount of rmb20,097,275.00. saved as the aforementioned, other directors, supervisors, senior management and controlling shareholders of the company and their persons acting in concert and de facto controllers did not deal in the shares of the company.
iv. changes in shares
immediately before and after the repurchase of shares, changes in the shareholding structure of the company are as below:
|
type of shares |
before the repurchase of shares |
after the repurchase of shares |
||
|
numbers of shares |
percentage (%) |
numbers of shares |
percentage (%) |
|
|
restricted shares |
163,088,794 |
7.18% |
9,250,700 |
0.41% |
|
non-restricted shares |
2,108,996,912 |
92.82% |
2,262,508,506 |
99.59 % |
|
including: account designated for repurchase of shares |
- |
- |
89,813,484 |
3.95% |
|
total numbers of shares |
2,272,085,706 |
100% |
2,271,759,206 |
100% |
note: after the disclosure of the repurchase of shares this year for the first time, the changes in restricted shares, non-restricted shares and the total share capital of the company is as below:
1. on 17 march 2023, the company convened the 37th meeting of the second session of the board of directors and the 32nd meeting of the second session of board of supervisors, at which the resolution on the repurchase and cancellation of certain restricted shares granted to certain participants but not yet unlocked under the 2019 restricted shares incentive scheme, which agreed to repurchase and cancellation of 102,000 restricted shares granted to 6 participants who had resigned but not yet unlocked. the company has already completed its repurchase and cancellation of the aforementioned restricted shares with the shanghai branch, china securities depository and clearing corporation (hereinafter referred to as "csdcc"). after completion of the cancellation, the restricted shares of the company reduced by 102,000 shares, therefore the total share capital of the company changed from 2,272,085,706 shares to 2,271,983,706 shares.
2. as approved by the reply in relation to approval of the private placement of shares by ming yang smart energy group limited issued by china securities regulatory commission (zheng jian xu ke [2022] no.70), the company's private placement of rmb ordinary shares (a share) is 147,928,994 shares. the private placement aims to issue 147,928,994 shares to mingyang new energy investment holdings co., ltd., the company's controlling shareholder and its lock-up period will expire on 13 august 2023. the company started to go through procedures for the unlocking of the above-mentioned restricted shares for listing and circulation with csdcc on 8 september 2023. after completion of the unlocking, the company's restricted and non-restricted shares are 15,057,800 and 2,256,925,906, respectively.
3. on 11 september 2023, the company convened the 42nd meeting of the second session of the board of directors and the 37th meeting of the second session of the board of supervisors, and considered and approved the resolution on satisfaction of the unlocking conditions for the third unlocking period of restricted shares under the first grant of the 2019 restricted shares incentive scheme, which agreed to go through relevant procedures for the unlocking of a total of 5,582,600 restricted shares owned by 206 eligible participants. the above-mentioned shares have been unlocked for listing and circulation on 21 september 2023, and the company's restricted and non-restricted shares are 9,475,200 shares and 2,262,508,506 shares, respectively.
4.on 26 september 2023, the company convened the first meeting of the third session of the board of directors and the first meeting of the third session of the board of supervisors, and considered and approved the resolution on the repurchase and cancellation of certain restricted shares granted to certain participants but not yet unlocked under the 2019 restricted shares incentive scheme, which agreed that 224,500 granted but not yet unlocked restricted shares held by four participants who are not eligible as a result of resignation for personal reasons or election as the company's supervisor will be repurchased and cancelled. the company has already completed its repurchase and cancellation of the aforementioned restricted shares with csdcc on 23 november 2023. after the cancellation, the company's restricted shares decreased by 224,500 shares, therefore the total share capital of the company changed from rmb2,271,983,706 to rmb2,271,759,206.
v. arrangement for the repurchased shares
89,813,484 repurchased shares of the company are temporarily deposited in a securities account designated for repurchase and will subsequently be used as a share incentive. before transfer registration procedures, the repurchased shares are not entitled to relevant rights such as profit distribution, conversion of funds in the capital common reserve to share capital, issue of new shares, right issue, pledge, voting rights at general meetings. if the company fails to implement the above use of repurchased shares within 36 months after the completion of the repurchase of shares, the unused shares will be cancelled in accordance with law. the company will fulfill corresponding decision-making procedures and information disclosure obligations in accordance with regulations. investors are advised to pay careful attention to investment risks.
ming yang smart energy group limited
2 february, 2024