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date: 2024.05.15
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 results of share repurchase
and changes in shareholding structure
i. approval of repurchase and repurchase plan
on 19 february 2024, ming yang smart energy group limited (the "company") held the fifth meeting of the third session of board of directors, and considered and approved the resolution on the second tranche of repurchasing of the company's shares through centralized bidding transactions, agreeing that the company shall use no more than rmb600 million (inclusive) and no less than rmb300 million (inclusive) of its own funds to repurchase the company's shares through centralized bidding transactions to guarantee the company's value and shareholder rights and interests. the repurchased shares will be sold in accordance with relevant regulations, and the portion that has not been sold after the expiration date will be canceled in accordance with the laws. the repurchase period shall not exceed 3 months from 19 february 2024, and the repurchase price shall not exceed rmb15 per share (inclusive).
ii. implementation of the company's second tranche of share repurchase through centralized bidding transactions
(i) on 21 february 2024, the company repurchased its shares for the first time and disclosed the details of the first share repurchase on 21 february 2024.
(ii) on 15 may 2024, the company completed the repurchase and repurchased 31,306,500 shares of the company in total through centralized bidding transactions, accounting for 1.38% of the company's current total share capital (i.e., 2,271,759,206 shares). the highest repurchase price was rmb10.960/share and the lowest repurchase price was rmb8.756/share. the total funds used amounted to rmb309, 878,570.87 (excluding transaction fees).
(iii) the number of shares, repurchase price and total funds used by the company in this repurchase are in compliance with the repurchase plan approved by the board of directors. there are no discrepancies between the actual implementation of the repurchase plan and the original disclosed repurchase plan, and the company has completed the repurchase in accordance with the disclosed plan.
(iv) the funds used for this share repurchase are all the company's own funds. this repurchase of shares will not have a significant impact on the company's operations, finances and future development, nor will it cause a change in the company's control and the company's equity distribution to fail to meet listing conditions.
iii. dealing of shares by relevant entities during the repurchase period
as of the disclosure date of this announcement, the company's controlling shareholders, de facto controllers and other directors, supervisors and senior management did not deal in the company's shares from the date of disclosure of the first tranche of share repurchase to the disclosure date of this announcement.
iv. changes in shares
the changes in the company's shares before and after the share repurchase are set out below:
|
class of shares |
before repurchase |
after completion of repurchase |
||
|
number of shares (shares) |
proportion (%) |
number of shares(shares) |
proportion (%) |
|
|
shares subject to selling restrictions |
9,250,700 |
0.41 |
7,661,300 |
0.34 |
|
shares not subject to selling restrictions |
2,262,508,506 |
99.59 |
2,264,097,906 |
99.66 |
|
of which: special repurchase securities account |
89,813,484 |
3.95 |
121,119,984 |
5.33 |
|
total number of shares |
2,271,759,206 |
100 |
2,271,759,206 |
100 |
note 1: from 4 may 2023 to 2 february 2024, the company repurchased 89,813,484 shares of the company through centralized bidding transactions (the "first tranche of share repurchase"), and the aforesaid shares were deposited in the company's special securities account for repurchase.
note 2: on 28 february 2024, the company held the 6th meeting of the third session of the board of directors and the 4th meeting of the third session of the supervisory committee, and considered and approved the resolution on lifting selling restrictions in the second tranche of the reserved portion of the 2019 restricted share incentive plan, and agreed to carry out procedures relating to the release of 1,589,400 restricted shares held by 94 incentive participants who met the conditions for lifting the selling restrictions. the aforesaid shares were released from selling restriction and became eligible for trading on 12 march 2024, resulting in 7,661,300 shares subject to selling restrictions and 2,264,097,906 shares not subject to selling restrictions.
v. arrangements for disposal of the repurchased shares
(i) from 4 may 2023 to 2 february 2024, the company repurchased 89,813,484 shares of the company through centralized bidding transactions (the "first tranche of share repurchase"), which were temporarily deposited in the company's special securities account for repurchase and will be subsequently used for the implementation of share incentives. if failed to use for the aforesaid purpose within 36 months after the completion of the share repurchase, the unused shares will be cancelled in accordance with the law.
(ii) from 19 february 2024 to 15 may 2024, the company repurchased 31,306,500 shares of the company through centralized bidding transactions (the "second tranche of share repurchase"), which were temporarily deposited in the company's special securities account for repurchase for the purpose of safeguarding the value of the company and shareholders' rights and interests, and the repurchased shares will be used for the purpose of sale in accordance with the relevant regulations. if failed to use for the aforesaid purpose within 36 months after the completion of the share repurchase, the unused shares will be cancelled in accordance with the law.
the above shares have been repurchased before the transfer of the repurchased shares, the repurchased shares are not entitled to profit distribution, conversion of capital reserve to the share capital, issuance of new shares and allotment of new shares, pledge, voting rights at general meetings and other related rights. subsequently, the company will fulfil the corresponding decision-making procedures and information disclosure obligations in accordance with the regulations, and investors are advised to pay attention to the investment risk.
ming yang smart energy group limited
15 may 2024