TIDMMYSE
RNS Number : 3925V
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 Number of shares Number of shares Percentage of
Transferred directly held directly held total share
(shares) before the after the capital of the
Transfer (shares) Transfer (shares) Company
Beihai Ruiyue
Venture Capital
Xiamen Lianyun 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 2,872,635 - - -
officers
------------------------------------ ------------------- ------------------ ------------------ ------------------
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
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END
DSHFIFSAFVLLIIV
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December 01, 2023 04:45 ET (09:45 GMT)
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