REG - Ming Yang Smart Engy - Adjusting Repurchase Prices of Incentive Scheme

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18/07/2023 12:30

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RNS Number : 3938G  Ming Yang Smart Energy Group Ltd  18 July 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 Adjusting the Repurchase Prices of the First Grant and the
Reserved Portion under the 2019 Restricted Share Incentive Scheme

 

Ming Yang Smart Energy Group Limited (hereinafter referred to as "Ming Yang
Smart" or the "Company") held the 40th meeting of the second Board and the
35th meeting of the second Supervisory Committee on 18 July 2023, at which the
Resolution Regarding Adjustment in the Repurchase Prices of the First Grant
and the Reserved Portion under the 2019 Restricted Share Incentive Scheme was
considered and approved. Pursuant to the authorisation of the 2019 annual
general meeting of the Company, the repurchase prices of the first grant and
the reserved portion under the 2019 restricted share incentive scheme of the
Company ("2019 Restricted Share Incentive Scheme") were adjusted. The relevant
issues are stated as follows:

I. Decision-making procedures performed and information disclosure

1. On 26 August 2019, the Company held the 25th meeting of the first Board and
the 18th meeting of the first Supervisory Committee, at which the 2019
Restricted Share Incentive Scheme (Draft) and Summary, the Administrative
Measures for the Evaluation of the Implementation of the 2019 Restricted Share
Incentive Scheme and other resolutions were considered and approved. The
Supervisory Committee verified the incentive participants of the incentive
scheme and issued verification opinions.

2. On 20 April 2020, the Company held the third meeting of the second Board
and the third meeting of the second Supervisory Committee, at which the 2019
Restricted Share Incentive Scheme (Revised draft) and Summary, the Resolution
Regarding Requesting the General Meeting to Authorize the Board to Deal with
Matters Related to the Restricted Share Incentive Scheme of the Company and
other resolutions were considered and approved. The Supervisory Committee
verified the incentive participants of the incentive scheme and issued
verification opinions.

3. From 22 April 2020 to 2 May 2020, the Company conducted internal public
disclosures of the names and positions of the proposed incentive participants.
After the expiry of the public notice period, the Supervisory Committee
verified the list of the incentive participants for the initial grant of the
incentive scheme and provided an explanation of the information.

4. On 13 May 2020, the Company held the 2019 annual general meeting, at which
the 2019 Restricted Share Incentive Scheme (Revised draft) and Summary, the
Resolution Regarding Requesting the General Meeting to Authorize the Board to
Deal with Matters Related to the Restricted Share Incentive Scheme of the
Company, the Administrative Measures for the Evaluation of the Implementation
of the 2019 Restricted Share Incentive Scheme and other resolutions were
considered and approved. The Company conducted self-inspection on the trading
of the shares of the Company by insiders of the share incentive scheme, and
the Company did not find any insider trading of the shares of the Company
using insider information.

5. On 20 May 2020, the Company held the fifth meeting of the second Board and
the fifth meeting of the second Supervisory Committee, at which the Resolution
Regarding the Issues Related to the Adjustment in the 2019 Restricted Share
Incentive Scheme, the Resolution Regarding the Grant of Restricted Shares to
Incentive Participants Under the First Grant and other resolutions were
considered and approved. Independent Directors of the Company expressed their
independent opinions in this regard, and they are of the view that the
qualifications of the incentive participants are legal and valid. The
determined Grant Date complies with the relevant requirements. The Supervisory
Committee verified the incentive participants of the incentive scheme and
issued verification opinions.

6. On 7 July 2020, the Company initially granted an aggregate of 23.3404
million shares to 220 incentive participants and completed the registration at
the Shanghai Branch of China Securities Depository and Clearing Corporation
Limited (hereinafter referred to as the "CSDCC").

7. On 12 May 2021, the Company held the 20th meeting of the second Board and
the 16th meeting of the second Supervisory Committee, at which the Resolution
Regarding the Grant of Reserved Restricted Shares to Incentive Participants
Under the 2019 Restricted Share Incentive Scheme was considered and approved.
The Supervisory Committee verified the incentive participants of the reserved
portion.

8. From 15 May 2021 to 24 May 2021, the Company conducted internal public
disclosures of the names and positions of the proposed incentive participants
for the reserved portion. After the expiry of the public notice period, the
Supervisory Committee verified the list of the incentive participants for the
reserved portion to be granted to them and made public disclosures.

9. On 9 June 2021, the Company held the 21st meeting of the second Board and
the 17th meeting of the second Supervisory Committee, at which the Resolution
Regarding the Adjustment in the Grant Price of the Reserved Portion Under the
2019 Restricted Share Incentive Scheme and the Repurchase Price of the Some
Shares Under the First Grant, the Resolution Regarding the Repurchase and
Cancellation of the Restricted Shares Granted to the Incentive Participants
but Remaining Locked-up and the Resolution Regarding the Fulfilment of the
Unlocking Conditions for the First Unlocking Period for the First Grant Under
the 2019 Restricted Share Incentive Scheme were considered and approved,
agreeing (1) the grant price of the reserved portion under the 2019 Restricted
Share Incentive Scheme was adjusted from RMB8.39 per share to RMB8.284 per
share, and the repurchase price of the shares under the first grant was
adjusted from RMB5.222 per share to RMB5.116 per share; (2) the annual general
meeting agreed to repurchase and cancel the 100,000 restricted shares granted
but remaining unlocked held by three incentive participants who have left
office, and such shares were cancelled on 10 August 2021; and (3) the annual
general meeting completed the relevant procedures for unlocking a total of
5,810,100 restricted shares held by 217 incentive participants meeting the
unlocking conditions, and such shares became tradable on 9 July 2021.

10. On 17 September 2021, the Company granted a total of 5,498,000 reserved
shares of the restricted shares to 103 incentive participants at the grant
price of RMB8.284 per share and completed the registration procedures with
CSDCC.

11. On 21 February 2022, the Company held the 28th meeting of the second Board
and the 24th meeting of the second Supervisory Committee, at which the
Resolution Regarding the Repurchase and Cancellation of the Restricted Shares
Granted to Certain Incentive Participants but Remaining Locked-up Under the
2019 Restricted Share Incentive Scheme was considered and approved, agreeing
to repurchase and cancel the 472,500 restricted shares granted but remaining
unlocked held by eight incentive participants who have left office. Such
shares were cancelled on 23 May 2022.

12. On 28 June 2022, the Company held the 32nd meeting of the second Board and
the 28th meeting of the second Supervisory Committee, at which the Resolution
Regarding the Adjustment in the Repurchase Price of the Shares Under the First
Grant and the Repurchase Price of the Reserved Portion under the 2019
Restricted Share Incentive Scheme and the Resolution Regarding the Fulfilment
of the Unlocking Conditions for the Second Unlocking Period for the First
Grant Under the 2019 Restricted Share Incentive Scheme were considered and
approved, agreeing (1) the repurchase price of the shares under the first
grant under the 2019 Restricted Share Incentive Scheme was adjusted from
RMB5.116 per share to RMB4.895 per share, and the repurchase price of the
reserved portion was adjusted from RMB8.284 per share to RMB8.063 per share;
and (2) the annual general meeting agreed to complete the relevant procedures
for unlocking a total of 5,667,600 restricted shares held by 211 incentive
participants meeting the unlocking conditions. Such shares became tradable on
7 July 2022.

13. On 10 November 2022, the Company held the 35th meeting of the second Board
and the 31st meeting of the second Supervisory Committee, at which the
Resolution Regarding the Fulfilment of the Unlocking Conditions for the First
Unlocking Period for the Reserved Portion Under the 2019 Restricted Share
Incentive Scheme was considered and approved, agreeing to complete the
relevant procedures for unlocking a total of 1,628,400 restricted shares held
by 100 incentive participants meeting the unlocking conditions. Such shares
became tradable on 23 November 2022.

14. On 17 March 2023, the Company held the 37th meeting of the second Board
and the 32nd meeting of the second Supervisory Committee, at which the
Resolution Regarding the Repurchase and Cancellation of the Restricted Shares
Granted to Certain Incentive Participants but Remaining Locked-up Under the
2019 Restricted Share Incentive Scheme was considered and approved. As
authorised by the 2019 annual general meeting of the Company, the annual
general meeting agreed to repurchase and cancel the 102,000 restricted shares
granted but remaining unlocked held by six incentive participants who have
left office. Such shares were cancelled on 22 May 2023.

15. On 18 July 2023, the Company held the 40th meeting of the second Board and
the 35th meeting of the second Supervisory Committee, at which the Resolution
Regarding Adjustment in the Repurchase Prices of the First Grant and the
Reserved Portion under the 2019 Restricted Share Incentive Scheme was
considered and approved, agreeing to adjust the purchase price of the first
grant under the 2019 Restricted Share Incentive Scheme from RMB4.895 per share
to RMB4.591 per share, and adjust the repurchase price of the reserved portion
from RMB8.063 per share to RMB7.759 per share.

Independent Directors expressed their independent consent opinions for the
above related matters, and Beijing Tian Yuan Law Firm issued a legal opinion
accordingly.

In summary, the Company's 2019 Restricted Share Incentive Scheme has fulfilled
the relevant approval procedures. For details, please refer to the relevant
announcements and documents disclosed by the Company on the designated
information disclosure media.

II. Description for the adjustment

Pursuant to the Resolution Regarding the Profit Distribution Plan for 2022
considered and approved at the 2022 general meeting of the Company, the
Company completed the equity distribution on 14 June 2023, namely a cash
dividend of RMB3.0410 (tax inclusive) was distributed to all shareholders for
every 10 shares, and an aggregate cash dividend of RMB 690,910,245.00 (tax
inclusive) was distributed.

According to the relevant requirements of the Administrative Measures on
Equity Incentives of Listed Companies and the 2019 Restricted Share Incentive
Scheme (Revised draft) of the Company, after the completion of registration of
the restricted shares granted to the incentive participants, if there are
conversions of capital reserve into share capital, distributions of dividends,
stock splits, allotments of shares, reductions of shares and other activities
affecting the total share capital or share price of the Company, the Company
shall make corresponding adjustments to the repurchase prices of the
restricted shares which have not been unlocked.

1.     The adjustment in the repurchase price of the first grant is set
out below:

The adjusted repurchase price for the restricted shares of the first grant is:
P＝P0-V=RMB4.895 per share - RMB0.3041 per share ≈ RMB4.591per share, of
which P0 represents the pre-adjusted repurchase price for the restricted
shares per share; V represents the dividend payment amount per share; and P
represents the adjusted repurchase price for the restricted shares per share.

2.     The adjustment in the repurchase price of the reserved portion is
set out below:

The adjusted repurchase price for the restricted shares of the reserved
portion is: P＝P0-V=RMB8.063 per share - RMB0.3041 per share ≈ RMB7.759 per
share, of which P0 represents the pre-adjusted repurchase price for the
restricted shares per share; V represents the dividend payment amount per
share; and P represents the adjusted repurchase price for the restricted
shares per share.

In addition to the above adjustments, other contents of the Restricted Share
Incentive Scheme implemented this time are consistent with the incentive
scheme considered and approved at the 2019 annual general meeting of the
Company. Pursuant to the authorisation of the 2019 annual general meeting of
the Company, the adjustment is not required to be submitted to the general
meeting for consideration.

III. The adjustment's effects on the Company

The adjustment of the relevant matters in the Restricted Share Incentive Schem
is in compliance with the relevant requirements of the Administrative Measures
on Equity Incentives of Listed Companies and the 2019 Restricted Share
Incentive Scheme (Revised draft), and is consistent with the actual situation
of the Company and will not have material effects on the financial conditions
and operation results of the Company.

IV. Opinions of Independent Directors

As considered, independent directors are of the view that the Board's approval
of the adjustment in the repurchase prices of the first grant and the reserved
portion under the 2019 Restricted Share Incentive Scheme is in compliance with
the laws, regulations and normative documents such as the Administrative
Measures on Equity Incentives of Listed Companies and the relevant
requirements of the 2019 Restricted Share Incentive Scheme (Revised draft).
The adjustment is within the scope of authority of the Board at the 2019
annual general meeting of the Company, and the procedures for the adjustment
are in compliance the laws and regulations and there are no circumstances
where the interests of the Company and all of its shareholders will be
damaged; they agreed the Board to adjust the repurchase prices of the first
grant and the reserved portion under the 2019 Restricted Share Incentive
Scheme to RMB4.591 per share and RMB7.759 per share, respectively.

V. Opinions of the Supervisory Committee

As considered, the Supervisory Committee is of the view that the adjustment in
the repurchase prices of the first grant and the reserved portion under the
Restricted Share Incentive Scheme is in compliance with the relevant laws and
regulations such as the Administrative Measures on Equity Incentives of Listed
Companies and there are no circumstances where the interests of the Company
and all of its shareholders will be damaged. We agreed on the adjustment in
the repurchase prices of the first grant and the reserved portion under the
Restricted Share Incentive Scheme.

VI. Conclusion on the Legal Opinion

Beijing Tian Yuan Law Firm has issued a legal opinion on the adjustment in the
repurchase prices of the first grant and the reserved portion under the 2019
Restricted Share Incentive Scheme and the law firm is of the opinion that: the
approval and authorisation procedures went through by Ming Yang Smart in
respect of the Share Incentive Scheme are in compliance with the relevant
laws, regulations and normative documents such as the Company Law, the
Securities Law, the Administrative Measures and the relevant requirements of
the Incentive Scheme (Revised draft); the necessary approvals and
authorisations have been obtained for the adjustment in the repurchase prices
of the first grant and the reserved portion; the reasons for the adjustment in
the repurchase prices of the first grant and the reserved portion and the
adjusted prices are in compliance with the requirements of the Company Law of
the People's Republic of China, the Securities Law of the People's Republic of
China, the Administrative Measures and other laws, regulations and normative
documents and the requirements of the Incentive Scheme (Revised draft).

.

Ming Yang Smart Energy Group Limited

18 July, 2023

 

 

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