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 5 August 2024, Ming Yang Smart
Energy Group Limited (the "Company") held the 11th meeting of the
third Board of Directors and the 7th meeting of the third 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, five incentive participants under
the first grant and three incentive participants under the reserved
grant (among which there are 2 participants of the reserved grant
who are also participants of the first grant) of the 2019
Restricted Share Incentive Scheme resigned due to personal reasons;
and one incentive participants under the reserved grant was
evaluated as unsatisfactory on personal performance. According to
the authorisation of the 2019 annual general meeting of the
Company, the Company considered and approved to repurchase and
cancel the 165,000 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
14 April 2024, 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 3 June 2024.
As at 3 June 2024, the registered
capital of the Company was changed from RMB2,271,759,206 to
RMB2,271,594,206, and the total number of shares of the Company
were changed from 2,271,759,206 shares to 2,271,594,206
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
The registered capital of the
Company is RMB2,271,759,206.
|
Article 6
The registered capital of the
Company is RMB2,271,594,206.
|
|
Article 21
The total number of shares of the
Company is 2,271,759,206 shares, and the share capital structure of
the Company consists of 2,271,759,206 ordinary shares with no other
types of shares.
|
Article 21
The total number of shares of the
Company is 2,271,594,206
shares, and the share capital structure of the Company consists of
2,271,594,206 ordinary
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
5 August,
2024