The Non-Transaction Transfer by Shareholders

Ming Yang Smart Energy Group Ltd

01 December 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 Completion of the Non-Transaction Transfer of Securities by Shareholders of the Company

Ming Yang Smart Energy Group Limited (the "Company") has recently received the notification of the Completion of the Non-Transaction Transfer of Securities from Xiamen Lianyun Investment Partnership (Limited Partnership) ("Xiamen Lianyun"), a shareholder of the Company.

Xiamen Lianyun was a shareholder of the Company prior to its initial public offering, and is also the employee stock ownership platform of the Company, which holds a total of 9,679,344 unrestricted outstanding shares, representing 0.43% of the total share capital of the Company (i.e. 2,271,759,206 shares). Due to the recent dissolution of the platform, the shares held by Xiamen Lianyun have been registered in the name of each partner through the non-transaction transfer of securities. The relevant formalities were completed on 30 November 2023. The Transfer Registration Confirmation issued by China Securities Depository and Clearing Corporation Limited has been obtained. The details are announced as follows:

I.     Information on the Non-Transaction Transfer of Securities by Xiamen Lianyun

Transferor	Transferee	Number of Shares Transferred (shares)	Number of shares directly held before the Transfer (shares)	Number of shares directly held after the Transfer (shares)	Percentage of total share capital of the Company
Xiamen Lianyun	Beihai Ruiyue Venture Capital Co., Ltd.	2,262,876	-	2,262,876	0.10%
	Wang Jinfa	3,730,120	924,500	4,654,620	0.20%
	Liang Caifa	464,986	489,300	954,286	0.04%
	Yi Lingna	348,727	169,300	518,027	0.02%
	Non-directors, supervisors and officers	2,872,635	-	-	-

Note: Beihai Ruiyue Venture Capital Co., Ltd. ("Beihai Ruiyue") is controlled by Mr. ZHANG Chuanwei, the actual controller of the Company. Upon the completion of the non-transaction transfer of securities, Beihai Ruiyue directly holds 2,262,876 shares of the Company, representing 0.1% of the total share capital of the Company. On 30 November 2023, Beihai Ruiyue entrust Mingyang New Energy Investment Holding Group Co., Ltd. ("Energy Investment Group"), the controlling shareholder of the Company, as a proxy to exercise all of its voting rights. Upon the completion of the Voting Rights Entrustment, Energy Investment Group will be entitled to exercise the voting rights represented by 25.44% of the Company's shares and will be the sole controlling shareholder of the Company.

II.   Other Relevant Instructions

1.    Xiamen Lianyun has made the following undertakings in the Company's initial public offering:

"Within 36 months from the date of listing of shares of the issuer, the Shareholder will neither transfer or entrust any other person to manage the issued shares of the issuer directly and indirectly held by the Shareholder up to the public offering of shares, nor will the issuer repurchase such shares.

In the event that the closing price of shares of the issuer is lower than their offering price for 20 consecutive trading days within six months after the initial listing of the issuer, or that the closing price is lower than offering price of shares of the issuer as at the end of the six months after the listing of the issuer, the lock-up period of the shares held by the Shareholder will be automatically extended for six months on the basis of the original undertaking period of 36 months, i.e., the lock-up period becoming 42 months from the date of the listing of shares of the issuer. In the event that any ex-right or ex-dividend events such as payment of dividend, bonus issue, and capitalisation of capital reserve take place in the issuer, the above closing price refers to the price after the recovery of rights attached to shares of the issuer.

Within 24 months after the expiry of the lock-up period, if the Shareholder attempts to sell the shares of the issuer held by the Shareholder before the issuer's IPO in any way or by any means, the price at which those shares are sold shall not be lower than the IPO price. If any ex-rights or ex-dividends event such as payment of dividend, bonus issue, and capitalisation of capital reserve has taken place in the issuer before the Shareholder sells his/its shares in the issuer, the price at which those shares are sold shall not be lower than the IPO price of the issuer after ex-rights or ex-dividends."

As at the disclosure date of this announcement, Xiamen Lianyun, as a shareholder, has strictly performed the above undertakings. All shareholders who will obtain the shares of the Company through the non-transaction transfer of securities due to the dissolution of Xiamen Lianyun have undertaken to continue to perform the above undertakings of Xiamen Lianyun.

Note: As the closing price of shares of the Company was not lower than their offering price for 20 consecutive trading days within six months after the initial listing of the Company, and the closing price was not lower than offering price of shares of the Company as at the end of the six months after the listing of the Company, the original undertaking period of 36 months is not applicable to the automatic extension of six months on the basis of the original undertaking period of 36 months.

2.    Xiamen Lianyun was a shareholder of the Company prior to its initial public offering and is also the employee stock ownership platform of the Company. The platform has no person acting in concert. The actual controllers of the Company indirectly hold the shares of the Company via the platform through Beihai Ruiyue Venture Capital Co., Ltd., Mr. Wang Jinfa (a director of the Company), and Mr. Liang Caifa and Ms. Yi Lingna (officers of the Company). The platform has no acting-in-concert relationship with such directors and officer. The directors and officers who will obtain the shares of the Company through the non-transaction transfer of securities due to the dissolution of Xiamen Lianyun have undertaken to continue to follow all applicable regulations.

3.    The non-transaction transfer of securities by Xiamen Lianyun will not lead to a change in the actual control of the Company (Energy Investment Group remains the controlling shareholder of the Company), nor will it harm the interests of the Company and other shareholders or affect the governance structure and ongoing operations of the Company.

                       Ming Yang Smart Energy Group Limited

 1 December, 2023

 

END