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date: 2023.12.01
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 conclusion of voting rights entrustment agreement by shareholder
important notice:
l beihai ruiyue venture capital co., ltd. (“beihai ruiyue”), a shareholder of ming yang smart energy group limited (“mingyang smart”, or the “company”) intends to entrust mingyang new energy investment holding group co., ltd. (“energy investment group”), the controlling shareholder of mingyang smart, as a proxy to exercise all of the voting rights attached to its total 2,262,876 shares of mingyang smart, representing 0.10% of the total share capital of the company (i.e. 2,271,759,206 shares). upon the completion of the voting rights entrustment, energy investment group will control the voting rights represented by 25.44% of the company’s shares.
l the change in equity represents the voting rights entrustment, which does not trigger any offer for takeover.
l upon the completion of the change in equity, energy investment group remains the sole controlling shareholder of the company, and the total number and proportion of shares of the company held by the actual controllers will remain unchanged. thus, the actual controllers of the company will remain unchanged. the change in equity will not affect the governance structure and ongoing operations of the company.
i. basic information of the voting rights entrustment and the change in equity
beihai ruiyue was a former partner of xiamen lianyun investment partnership (limited partnership) (“xiamen lianyun”), a related shareholder of the company, and was controlled by mr. zhang chuanwei, an actual controller 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. upon the resolution by the partners of the platform, it was decided to dissolve and cancel the platform, and the shares of mingyang smart held by the platform will be registered in the name of each partner through the non-transaction transfer of securities. upon the completion of the non-transaction transfer of the above securities, beihai ruiyue directly holds 2,262,876 shares of mingyang smart, representing 0.10% of the total share capital of the company (i.e. 2,271,759,206 shares).
on the same day of non-transaction transfer （i.e. november 30th, 2023）, beihai ruiyue will entrust energy investment group as a proxy to exercise all of the voting rights attached to its total 2,262,876 shares of mingyang smart (“voting rights entrustment”), representing 0.10% of the total share capital of the company (i.e. 2,271,759,206 shares). 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. the total number and proportion of shares of the company held by the actual controllers of the company will remain unchanged, and the voting rights entrustment will not lead to a change in the actual controllers of the company.
on 15 december 2022, wiser tyson investment corp limited (“wiser tyson”), first base investments limited (“first base”), keycorp limited (“first base”), xiamen bohui yuncheng investment partnership (limited partnership) (“bohui yuncheng”, formerly gongqingcheng boyun investment partnership (limited partnership)) and zhongshan ruixin enterprise management consulting partnership (limited partnership) (“zhongshan ruixin”), which were former co-controlling shareholders of the company, entrusted energy investment group as a proxy to exercise all of the voting rights attached to their total 375,666,412 shares of the company, representing 16.53% of the then total share capital of the company (i.e. 2,272,085,706 shares).
in view of these, the table below sets out the percentages of shareholding and voting rights of relevant entities before and after the voting rights entrustment:
|
controlling shareholders |
before the voting rights entrustment |
after the voting rights entrustment |
||||
|
number of shareholding (shares) |
percentage of shareholding |
percentage of voting rights |
number of shareholding (shares) |
percentage of shareholding |
percentage of voting rights |
|
|
energy investment group |
200,051,612 |
8.81% |
25.34% |
200,051,612 |
8.81% |
25.44% |
|
wiser tyson |
157,062,475 |
6.91% |
0.00% |
157,062,475 |
6.91% |
0.00% |
|
first base |
119,470,011 |
5.26% |
0.00% |
119,470,011 |
5.26% |
0.00% |
|
keycorp |
44,683,336 |
1.97% |
0.00% |
44,683,336 |
1.97% |
0.00% |
|
bohui yuncheng |
36,647,003 |
1.61% |
0.00% |
36,647,003 |
1.61% |
0.00% |
|
zhongshan ruixin |
17,803,587 |
0.78% |
0.00% |
17,803,587 |
0.78% |
0.00% |
|
beihai ruiyue |
2,262,874 |
0.10% |
0.10% |
2,262,874 |
0.10% |
0.00% |
|
total |
577,980,898 |
25.44% |
25.44% |
577,980,898 |
25.44% |
25.44% |
note: the discrepancy between the total figure and the sum of individual items in this announcement is due to rounding.
ii. basic information of all parties to the voting rights entrustment
1 principle / party a: beihai ruiyue venture capital co., ltd.
unified social credit code: 91442000ma4ukyyf25
legal representative: zhang chuanwei
registered address: c17, f2, building 12, beihai international financial center - beihai mangrove modern financial industry city, no. 288 hubei road, yinhai district, beihai city
2 proxy / party b
mingyang new energy investment holding group co., ltd.
unified social credit code: 914420006664946098
legal representative: zhang chuanwei
registered address: unit 359, no. 39-2, keji east road, torch development zone, zhongshan city
3 description of the relationship between the principle and the proxy
both the principle and the proxy are controlled by the actual controllers of the company and are related parties to each other.
iii. principal contents of the voting rights entrustment agreement
1 voting rights entrustment
1.1 party a shall irrevocably authorize party b as the sole and exclusive proxy in respect of all the shares he/she/it holds in the listed company (2,262,876 shares in total) (the "entrusted shares") to exercise the shareholder rights ("entrusted rights") on behalf of the party a on a discretionary basis in accordance with the relevant laws and regulations such as the company law and the articles of association of the listed company then in effect, including but not limited to the following:
1.1.1 to submit proposal or resolution on nominating or recommending candidates for directors, supervisors and senior management of the listed company;
1.1.2 to request, convene, hold, preside over, attend or appoint proxy(ies) to attend the shareholders’ general meetings of the company according to law;
1.1.3 to vote on matters required to be discussed or resolved on in accordance with the relevant laws, regulations, rules and other legally binding normative documents or the articles of association of the listed company, and sign the relevant documents; and
1.1.4 other matters in relation to shareholder voting right, information right, enquiry right and other legal rights.
1.2 from the execution date of this agreement, if the number of shares of the listed company changes as a result of bonus issue, capitalization of reserves, share subdivision, share placing or other reasons, the number of entrusted shares shall be adjusted accordingly.
1.3 each of the parties hereby confirms that, in principle, party a will not issue a power of attorney to party b on specific matters covered by the voting rights entrustment, unless regulatory authorities, the witness lawyer of the shareholders’ general meeting of the listed company or laws and regulations and normative documents in force require so, in which case party a shall provide relevant documents required by party b for its exercising of the voting rights entrusted hereunder.
2 term of entrustment
2.1 the term of the voting rights entrustment under this agreement shall commence from the execution date of this agreement and end on the termination date of entrustment specified in article 2.2 of this agreement.
2.2 the termination date of voting rights entrustment between any one of the principles and proxy shall be the earlier of the following:
(1) such principal and the proxy reach an agreement on the rescission or termination of the voting rights entrustment and signed the termination agreement in writing;
(2) the date on which the entrusted shares are legally disposed of by such principal and such shares are no longer registered in its name.
the voting rights entrustment between other principals and the proxy shall not change as a result of the termination of the entrustment relationship between the aforesaid principal and the proxy.
3 exercise of the entrusted rights
3.1 party a shall provide sufficient assistance to party b in exercise of the entrusted rights, including signing relevant legal documents in time when necessary (e.g., to meet requirements of submission of necessary documents to government authorities for approval, registration and filing). party a shall not prevent party b from exercising the entrusted rights by any act or omission.
3.2 if, at any time during the term of the entrustment, the grant or exercise of the entrusted rights under this agreement cannot be fulfilled due to any reason, including the transfer of ownership of the entrusted shares caused by the pledge of such shares, the parties shall immediately seek for an alternative that is the nearest to the part of agreement that cannot be fulfilled and, if necessary, sign a supplemental agreement to modify or adjust the terms of this agreement, to ensure that the purposes under this agreement can be accomplished.
3.3 when exercising the shareholder rights entrusted by party a, party b shall not violate the relevant laws and regulations and the relevant rules of china securities regulatory commission, the stock exchange and other regulatory authorities, and shall not damage the interests of the listed company and all shareholders.
3.4 unless prior written consent of party a is obtained, party b shall not delegate the entrusted rights to other parties.
4 disclaimer and compensation
4.1 party b shall be solely responsible for any consequences arising from the possession or exercise of the entrusted rights, including but not limited to any losses arising from the litigation, recovery, arbitration, claim by any third party against party b or administrative investigation or punishment by government authorities, except for any damages to the legitimate rights and interests of the listed company or other shareholders for any reasons not attributable to party b, such as party a’s violation of laws, regulations, normative documents, decisions or judgments of judicial or competent authorities, and regulatory framework of the listed company including the articles of association, agreements or relevant arrangements between the listed company and the third parties, and party a’s own reasons.
5 liabilities for breach
5.1 each of the parties agrees and acknowledges that if either party hereto does not perform or does not fully perform or delay in performing its obligations under this agreement, or any party hereto is in breach of its statements, representations, undertakings or guarantees given under this agreement, it shall be considered as breach of this agreement, and shall be responsible for compensating all economic losses suffered by the non-defaulting party.
iv. impact of the voting rights entrustment and the change in equity on the company
upon the completion of the voting rights entrustment and the change in equity, the total number and proportion of shares of the company held by the actual controllers will remain unchanged. the change in equity will not affect the governance structure and ongoing operations of the company.
upon the completion of the voting rights entrustment and the change in equity, the undertakings by and obligations of energy investment group in the company’s initial public offering will remain unchanged and will not adversely affect the interests of the company’s minority shareholders.
v. other relevant instructions and risk warnings
the voting rights entrustment and the change in equity will not lead to any changes in the controlling shareholders and actual controllers, and are in compliance with the provisions of the securities law, the administrative measures on acquisitions of listed companies, the relevant laws, regulations and normative documents of the shanghai stock exchange, and the articles of association.
ming yang smart energy group limited
1 december, 2023
