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 Grant Registration for the 2025 Stock Option Incentive Plan
In accordance with the Administrative Measures for Equity Incentives of Listed Companies (hereinafter referred to as the "Measures"), and other relevant rules of the Shanghai Stock Exchange, China Securities Depository and Clearing Corporation Limited Shanghai Branch, etc., Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Company") recently completed the grant registration for the 2025 Stock Option Incentive Plan (hereinafter referred to as the "Incentive Plan"). The relevant particulars are as follows:
I. Decision-making procedures and information disclosure for the Incentive Plan
(I) On September 25, 2025, the Company held the 24th meeting of the third Board of Directors and approved the Proposal Regarding the 2025 Stock Option Incentive Plan (Draft) and its Summary, the Proposal Regarding Assessment Administrative Measures for the Implementation of the 2025 Stock Option Incentive Plan, and the Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Handle Matters Related to the 2025 Stock Option Incentive Plan. The Board's Remuneration and Assessment Committee has verified the Incentive Plan and issued an approval opinion.
(II) From September 29, 2025 to October 10, 2025, the Company publicly announced the list of incentive recipients and their positions within the Company. During the publicity period, the Board's Remuneration and Assessment Committee did not receive any objections. On October 14, 2025, the Company disclosed the Explanation on the Public Announcement and Verification Opinion of the Remuneration and Assessment Committee on the List of Incentive Recipients under the 2025 Stock Option Incentive Plan.
(III) On October 20, 2025, the Company held the third extraordinary shareholders' meeting in 2025 and approved the Proposal Regarding the 2025 Stock Option Incentive Plan (Draft) and its Summary, the Proposal Regarding Assessment Administrative Measures for the Implementation of the 2025 Stock Option Incentive Plan, and the Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Handle Matters Related to the 2025 Stock Option Incentive Plan, and disclosed the Self-Inspection Report on the Trading of the Company's Stocks by Insiders of the 2025 Stock Option Incentive Plan on the same day.
(IV) On October 22, 2025, the Company held the 25th meeting of the third Board of Directors and approved the Proposal on Granting Stock Options to Incentive Recipients of the 2025 Stock Option Incentive Plan. The Remuneration and Assessment Committee verified the list of incentive recipients for this grant and issued the Verification Opinion of the Remuneration and Assessment Committee on the List of Incentive Recipients (Grant Date) under the 2025 Stock Option Incentive Plan.
II. Details on the completion of grant registration for the Incentive Plan
The Company completed the stock option grant registration procedures for the Incentive Plan on December 1, 2025, as follows:
(I) Option codes (two exercise periods): 1000000953, 1000000954
(II) Grant date: October 22, 2025.
(III) Number of options granted and registered: 19.95 million
(IV) Number of recipients registered: 259
(V) Exercise price: RMB14.03 per unit
(VI) Source of stock: A-share common stocks issued by the Company to incentive recipients through targeted issuance
(VII) Validity period, exercise period, and exercise schedule
1. Validity period
The Incentive Plan is valid from the grant date of stock options to the date when all stock options are either exercised or cancelled, with a maximum duration not exceeding 36 months.
2. Exercise period
After the Incentive Plan is approved by the Shareholders' Meeting, the granted stock options may be exercised 12 months from the authorization date. The vesting date must be a trading day, but exercise shall not occur during the following periods:
(1) within 15 days before the announcement of the annual report and semi-annual report of the Company; if the announcement date of the annual report and semi-annual report is postponed due to special reasons, it shall be counted from 15 days prior to the originally scheduled announcement date to one day prior to the announcement;
(2) within 5 days prior to the announcement of the Company's quarterly report, earnings forecast, or earnings preliminary announcement;
(3) from the date of occurrence of a major event that may have a significant impact on the trading price of the Company's shares and their derivatives or the date of entering the decision-making procedure to the date of disclosure in accordance with the law; or
(4) other periods stipulated by the CSRC and the Shanghai Stock Exchange.
3. Exercise schedule
The exercise periods and corresponding exercise schedule for the stock options granted under the Incentive Plan are as follows:
|
Exercise period |
Exercise schedule |
Exercise proportion |
|
The first exercise period |
From the first trading day 12 months after the stock options are granted to the last trading day within 24 months from the date of stock option grant |
50% |
|
The second exercise period |
From the first trading day 24 months after the stock options are granted to the last trading day within 36 months from the date of stock option grant |
50% |
4. Exercise conditions
During the exercise period, stock options granted to incentive recipients may be exercised only if the following conditions are simultaneously met:
(1) The Company does not fall under any of the following circumstances:
a. its financial statements for the most recent accounting year have been issued with an audit report with an adverse opinion or a disclaimer of opinion by the certified public accountant;
b. its internal control over financial reporting for the most recent accounting year has been issued with an audit report with an adverse opinion or a disclaimer of opinion by the certified public accountant;
c. its profit distribution has not been made in accordance with laws and regulations, its Articles of Association and public commitments within the most recent 36 months after listing;
d. equity incentives are prohibited by laws and regulations; or
e. other circumstances recognized by the CSRC.
(2) The incentive recipients do not fall under any of the following circumstances:
a. being recognized as an unsuitable candidate by the Stock Exchange in the most recent 12 months;
b. being recognized as an unsuitable candidate by the CSRC or its local offices in the most recent 12 months;
c. being subject to administrative penalties or market entry bans by the CSRC or its local offices due to significant violations of laws or regulations in the most recent 12 months;
d. circumstances under which a person may not serve as a director or senior officer of a company, as provided for in the Company Law;
e. cases in which participation in equity incentives of listed companies is prohibited by laws and regulations; or
f. other circumstances recognized by the CSRC.
If the Company falls under any of the circumstances specified in Item (1) above, all stock options that have been granted to the incentive recipients under the Incentive Plan but have not yet been exercised shall be cancelled by the Company; if an incentive recipient falls under any of the circumstances specified in Item (2) above, the stock options granted to the incentive recipient but not yet exercised shall be cancelled by the Company.
(VIII) List of incentive recipients and their grants
The allocation of stock options granted under the Incentive Plan among the incentive recipients is shown in the table below:
|
No. |
Name |
Position |
Number of stock options granted (Unit: 10,000) |
Proportion in the total number of options granted |
Proportion in the total share capital as of the announcement date of the Incentive Plan |
|
1. Directors and senior officers (9 individuals) |
|||||
|
1 |
Yuanfeng Fan |
Director |
20 |
1.00% |
0.009% |
|
2 |
Limin Wang |
Employee Representative Director |
25 |
1.25% |
0.011% |
|
3 |
Meng Fang |
Chief Financial Officer |
20 |
1.00% |
0.009% |
|
4 |
Dongdong Wang |
Vice President |
20 |
1.00% |
0.009% |
|
5 |
Jianjun Liu |
Chief Risk Officer |
20 |
1.00% |
0.009% |
|
6 |
Lingna Yi |
Vice President |
18 |
0.90% |
0.008% |
|
7 |
Bing Han |
Vice President |
20 |
1.00% |
0.009% |
|
8 |
Fan Ye |
Vice President |
15 |
0.75% |
0.007% |
|
9 |
Chengkui Wang |
Vice President, Secretary of the Board |
15 |
0.75% |
0.007% |
|
2. Middle and senior officers, core technical (business) backbone staff, as well as other employees whom the Company considers deserving of incentive and who have a direct impact on the Company's operating performance and future development (250 individuals) |
1,822 |
91.33% |
0.802% |
||
|
Total |
1,995 |
100.00% |
0.8783% |
||
Notes: 1. Incentive recipients do not include shareholders or actual controllers who individually or jointly hold more than 5% of the Company's shares, nor their parents, spouses, or children.
2. The Company's shares granted to any of the above incentive recipients under the Incentive Plan do not exceed 1.00% of the Company's total share capital (i.e. 2,271,496,706). The total number of underlying shares involved in the Plan in full force of the Company shall not exceed 10.00% of the total share capital of the Company at the time of submission to the Shareholders' Meeting.
3. Minor discrepancies between the sum of individual items and the corresponding totals under the Incentive Plan, if any, result from rounding of the percentage calculations. The same applies below.
4. The above list excludes incentive recipients who voluntarily gave up their granted stock options and the corresponding option counts.
III. Explanation regarding any discrepancies between the registered details and the information disclosed on the grant date
Considering that during the period from the stock option grant date (October 22, 2025) to the completion of grant registration procedures, one incentive recipient voluntarily gave up the stock options intended to be granted, the number of grants under the Incentive Plan has been adjusted from 20 million to 19.95 million, and the number of incentive recipients has been adjusted from 260 to 259.
IV. Impact of stock option grant registration on the Company's financial status
In accordance with the Accounting Standards for Business Enterprises No. 11 - Share-based Payment and Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments, the Company will, on each balance sheet date during the vesting period, revise the estimated number of exercisable stock options based on subsequent information such as the latest changes in the number of eligible participants and the completion status of performance indicators. The services obtained in the current period will be recognized as related costs or expenses and capital reserve, based on the fair value of the stock options on the grant date.
Without considering the incentive effect of the Incentive Plan on the Company's performance, based on existing information, it is estimated that the cost amortization of the Incentive Plan will have a certain impact on the annual net profit during the validity period. However, considering the positive impact of the Incentive Plan on the Company's operational development, which stimulates the enthusiasm of the management and business teams, improves operational efficiency, and reduces operating costs, the performance improvement results brought by the Incentive Plan will significantly exceed the increased cost, thereby effectively ensuring the enhancement of the Company's overall value and the interests of all shareholders.
Ming Yang Smart Energy Group Limited
1 December, 2025