REG - Ming Yang Smart Engy - Publication of a Prospectus
08/07/2022 13:45
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RNS Number : 8704R Ming Yang Smart Energy Group Ltd 08 July 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND NOT AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE PEOPLE'S
REPUBLIC OF CHINA.
Neither this announcement, nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any
securities referred to in this announcement except solely on the basis of the
information contained in the prospectus (the "Prospectus"), including the risk
factors set out therein, published by Ming Yang Smart Energy Group Limited
(the "Company") in connection with the proposed offer of global depositary
receipts ("GDRs") representing the Company's A shares and the proposed
admission of such GDRs to the standard listing segment of the Official List of
the United Kingdom Financial Conduct Authority (the "FCA") and to trading on
the Shanghai-London Stock Connect segment of the main market for listed
securities (the "Main Market") of London Stock Exchange plc (the "LSE"). A
copy of the Prospectus will shortly be available for inspection on the
Company's website at http://www.myse.com.cn, subject to certain access
restrictions.
8 July
2022
MING YANG SMART ENERGY GROUP LIMITED
(a joint stock company established under the laws of the People's Republic of
China with limited liability)
Announcement of Publication of Prospectus
Ming Yang Smart Energy Group Limited ("Ming Yang" or the "Company", and
together with its subsidiaries, the "Group"), a leading wind turbine
manufacturer in China, announces that its prospectus in connection with its
offering of GDRs representing A shares of the Company (the "Offering") has
today been approved by the FCA.
The Prospectus will shortly be submitted to the National Storage Mechanism and
be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy will also be
available shortly on the Company's website at http://www.myse.com.cn, subject
to certain access restrictions, and at the Company's registered office located
at Ming Yang Industrial Park, No. 22, Huoju Avenue, Zhongshan Torch High-tech
Industrial Development Zone, Zhongshan City, Guangdong, PRC.
UBS AG London Branch, HSBC Bank plc and CLSA Limited are acting as Joint
Global Co-ordinators and Joint Bookrunners (together, the "Joint Global
Co-ordinators") and China International Capital Corporation (UK) Limited and
Haitong International Securities Company Limited are acting as Joint
Bookrunners (together with the Joint Global Co-ordinators, the "Joint
Bookrunners").
About the Group
As a leading wind turbine manufacturer, the Group's mission is to provide
accessible green and smart energy, and it aims to become a full lifecycle
renewable solutions provider. Through technological and business innovations,
the Group has developed into a leading smart energy enterprise in China with
global influence, gradually becoming an industry leader in providing
integrated wind power, photovoltaics, power storage and hydrogen power
solutions.
The Group's business is primarily divided into three segments: wind turbine
manufacturing and sales, wind and solar farm development and operation, and
other renewable energy services.
The Group has established a solid customer base with large power producers and
other enterprises investing in clean energy, including central and local
state-owned enterprises and listed companies. The Group has nationwide
production capabilities. The Group currently has 13 production bases covering
the markets of its major customers.
Over the years, the Group has experienced significant growth in revenues and
net profit. For the years ended 31 December 2019, 2020 and 2021, the Group's
total operating revenue was RMB10,493.2 million, RMB22,457.0 million,
RMB27,158.0 million, representing a CAGR of 60.9% between 2019 and 2021.
During the same period, the Group's total net profit was RMB661.3 million,
RMB1,304.3 million and RMB2,959.4 million, representing a CAGR of 111.5%
between 2019 and 2021. The return on equity from 2019 to 2021 was 12.1%, 15.7%
and 18.4%, respectively, providing a good return to the Group's shareholders.
Corporate Information
Ming Yang Smart Energy Group Limited is a joint stock company incorporated in
the People's Republic of China with limited liability under the corporate name
明阳智慧能源集团股份公司 in June 2006 and listed on the Shanghai
Stock Exchange under stock code 601615 in January 2019.
The Company's registered office is located at Ming Yang Industrial Park, No.
22, Huoju Avenue, Zhongshan Torch High-tech Industrial Development Zone,
Zhongshan City, Guangdong, PRC.
For further information, please visit the website of the Company at
http://www.myse.com.cn, or contact +86 010 5081 5010.
Disclaimer
The contents of this announcement have been prepared by and are the sole
responsibility of the Company.
The information contained in this announcement is for background purposes only
and does not purport to be full or complete nor does it constitute or form
part of any invitation or inducement to engage in investment activity, nor
does it constitute an offer or invitation to buy any securities in any
jurisdiction including the United States, or a recommendation in respect of
buying, holding or selling any securities. No reliance may be placed by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan or South Africa or any other jurisdiction where to do
so would constitute a violation of relevant laws of such jurisdiction. This
announcement does not constitute or form a part of any offering or
solicitation to purchase or subscribe for, or otherwise invest in, securities
in the United States, Australia, Canada, Japan or South Africa. The GDRs
referred to herein have not been, and will not be, registered under the United
States Securities Act of 1933 (the "Securities Act"). The GDRs are being
offered and sold outside the United States in "offshore transactions" within
the meaning of Regulation S under the Securities Act. The GDRs may not be
offered or sold in the United States except pursuant to an exemption from or
in a transaction not subject to the registration requirements of the
Securities Act. There will be no public offering of securities in the United
States.
For persons in any member state of the European Economic Area (the "EEA"),
this announcement and any offer if made subsequently is only addressed to and
directed at persons who are "qualified investors" ("Qualified Investors")
within the meaning of Article 2(e) of the Regulation (EU) 2017/1129.
For persons in the United Kingdom, this announcement and any offer if made
subsequently is only addressed to and directed at persons who are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as
it forms part of retained EU law as defined in the European Union (Withdrawal)
Act 2018 and who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are
high net worth entities who fall within Article 49(2)(a) to (d) of the Order,
or (iii) are otherwise persons to whom it may otherwise lawfully be
communicated (all such persons being referred to as "relevant persons").
This announcement must not be acted on or relied on (i) in the United Kingdom,
by persons who are not relevant persons, and (ii) in any member state of the
EEA, by persons who are not Qualified Investors. Any investment or investment
activity to which this announcement relates is available only to and will only
be engaged with (i) in the United Kingdom, relevant persons, and (ii) in any
member state of the EEA, Qualified Investors.
To the fullest extent permitted under applicable laws, the Company and each of
the Joint Bookrunners and their respective affiliates expressly disclaims any
obligation or undertaking to update, review or revise any forward looking
statement contained in this announcement whether as a result of new
information, future developments or otherwise.
Any subscription or purchase of Offer GDRs in the proposed Offering should be
made solely on the basis of information contained in the Prospectus. The
information in this announcement is subject to change. Before subscribing for
or purchasing any Offer GDRs, persons viewing this announcement should ensure
that they fully understand and accept the risks which are set out in the
Prospectus. No reliance may be placed for any purpose on the information
contained in this announcement or its accuracy or completeness. This
announcement shall not form the basis of or constitute any offer or invitation
to sell or issue, or any solicitation of any offer to purchase or subscribe
for any Offer GDRs or any other securities nor shall it (or any part of it) or
the fact of its distribution, form the basis of, or be relied on in connection
with, any contract therefor.
The timing of Admission may be influenced by a variety of factors which
include market conditions. There is no guarantee that Admission will occur.
Potential investors should not base their financial decision on this
announcement. Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all of the amount invested.
Persons considering making investments should consult an authorised person
specialising in advising on such investments. This announcement does not
constitute a recommendation concerning the Offering. The value of GDRs can
decrease as well as increase. Past performance is not a guide to future
performance. Information in this announcement cannot be relied upon as a guide
to future performance. Before purchasing any securities in the Company,
persons viewing this announcement should ensure that they fully understand and
accept the risks which are set out in the Prospectus. Potential investors
should consult a professional advisor as to the suitability of the Offering
for the person concerned.
None of the Company, the Joint Bookrunners or any of their respective
affiliates, or any of their or their affiliates' directors, officers,
employees, advisors or agents, accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or that any transaction has been or may be effected on the terms
or in the manner stated herein or as to the achievement or reasonableness of
future projections, management targets, estimates, prospects or returns, if
any, or any other information relating to the Company, its subsidiaries or
associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising
from any use of the announcement or its contents or otherwise arising in
connection therewith. The Company, the Joint Bookrunners and their respective
affiliates, accordingly disclaim all and any liability whether arising in
tort, contract or otherwise which they might otherwise have in respect of this
announcement or its contents or otherwise arising in connection therewith.
The Joint Bookrunners and their affiliates are acting exclusively for the
Company and no-one else in connection with the Offering. They will not regard
any other person as their respective clients in relation to the Offering and
will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing advice in
relation to the Offering, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
UBS AG London Branch is authorised and regulated by the Financial Market
Supervisory Authority in Switzerland, and in the United Kingdom is authorised
by the United Kingdom Prudential Regulation Authority (the "PRA") and subject
to regulation by the FCA and limited regulation by the PRA. HSBC Bank plc is
authorised by the PRA and regulated by the FCA and PRA in the United Kingdom.
CLSA Limited is licensed by the Securities and Futures Commission of Hong
Kong. China International Capital Corporation (UK) Limited is authorised and
regulated by the FCA in the United Kingdom. Haitong International Securities
Company Limited is licensed by the Securities and Futures Commission of Hong
Kong.
In connection with the Offering, the Joint Bookrunners and/or any of their
respective affiliates and/or funds managed by affiliates of the Company acting
as an investor for its or their own account(s) may subscribe for the Offer
GDRs and, in that capacity, may retain, purchase, sell, offer to sell or
otherwise deal for its or their own account(s) in such Offer GDRs, any other
securities of the Company or other related investments in connection with the
Offering or otherwise. Accordingly, any references in the Prospectus to the
Offer GDRs being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, the Joint Bookrunners and/or any of their
respective affiliates and/or funds managed by affiliates of the Company acting
in such capacity. In addition, certain of the Joint Bookrunners or their
affiliates may enter into financing or hedging arrangements (including swaps
or contracts for differences) with investors in connection with which such
Joint Bookrunners (or their affiliates) may from time to time acquire, hold or
dispose of GDRs. Neither the Joint Bookrunners nor any of their respective
affiliates intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so.
In connection with the Offering, UBS AG London Branch, as the Stabilising
Manager (or persons acting on behalf of the Stabilising Manager) may (but will
be under no obligation to), to the extent permitted by applicable law,
over-allot GDRs or effect other transactions with a view to supporting the
market price of the GDRs at a level higher than that which might otherwise
prevail in the open market. The Stabilising Manager has made deferred
settlement arrangements with an investor to facilitate its stabilisation
action. However, there is no assurance that the Stabilising Manager (or
persons acting on behalf of the Stabilising Manager) will undertake any
stabilisation action. Any stabilisation action may begin on the date of
announcement of the Offer Price and, if begun, may be ended at any time but
must end no later than 30 calendar days thereafter (the "Stabilisation
Period"). Any stabilisation action must be undertaken in accordance with
applicable laws and regulations. Save as required by law or regulation, the
Stabilising Manager does not intend to disclose the extent of any
over-allotments made and/or stabilisation transactions concluded in relation
to the Offering.
In connection with the Offering, the Stabilising Manager may, for
stabilisation purposes, over-allot GDRs up to a maximum of • % of the total
number of GDRs sold in the Offering (excluding the Over-allotment GDRs (as
defined below)). For the purposes of allowing it to cover short positions
resulting from any such over-allotments and/or from sales of GDRs effected by
it during the Stabilisation Period, the Stabilising Manager will enter into
over-allotment arrangements pursuant to which the Stabilising Manager may
purchase or procure purchasers for additional GDRs up to a maximum of • %
of the total number of GDRs comprised in the Offering (the "Over-allotment
GDRs") excluding the Over-allotment GDRs, at the Offer Price. The
over-allotment arrangements will be exercisable in whole or in part, upon
notice by the Stabilising Manager, at any time on or before the 30th calendar
day after the date of announcement of the Offer Price. Any Over-allotment GDRs
made available pursuant to the over-allotment arrangements, including for all
dividends and other distributions declared, made or paid on the GDRs, will be
purchased on the same terms and conditions as the GDRs being issued or sold in
the Offering and will form a single class for all purposes with the other
GDRs.
Unless otherwise indicated, market, industry and competitive position data are
estimates (and accordingly, approximate) and should be treated with caution.
Such information has not been audited or independently verified, nor has the
Company ascertained the underlying economic assumptions relied upon therein.
Certain data in this announcement, including financial, statistical, and
operating information has been rounded. As a result of the rounding, the
totals of data presented in this announcement may vary slightly from the
actual arithmetic totals of such data. Percentages in tables may have been
rounded and accordingly may not add up to 100%.
For the avoidance of doubt, the contents of the Company's website are not
incorporated by reference into, and do not form part of, this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and/or any equivalent requirements
elsewhere to the extent determined to be applicable, and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements)
may otherwise have with respect thereto, the Offer GDRs have been subject to a
product approval process, which has determined that such Offer GDRs are (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (ii) eligible for distribution through all permitted
distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (for the purposes
of the UK Product Governance Requirements) should note that: the price of the
Offer GDRs may decline and investors could lose all or part of their
investment; the Offer GDRs offer no guaranteed income and no capital
protection; and an investment in the Offer GDRs is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Offering. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure investors
who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A, respectively, of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Offer GDRs.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Offer GDRs and determining appropriate
distribution channels.
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