Stock Code: 601615 Stock Abbreviation: Mingyang Intelligence Announcement No.: 2022-052
The board of directors, all directors and relevant shareholders of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and completeness of the contents.
Important content reminder:
● Basic information of shareholders: Mr. Zhang Qiying is a director and senior executive of Mingyang Smart Energy Group Co., Ltd. (hereinafter referred to as the “Company”). The implementation of this share reduction plan will not affect the control rights of the company’s actual controllers, Mr. Zhang Chuanwei, Ms. Wu Ling and Mr. Zhang Rui.
● Shareholding of shareholders: Before the implementation of this shareholding reduction plan, Mr. Zhang Qiying directly held 2,920,100 shares, accounting for 0.14% of the company’s current total share capital (ie 2,104,255,706 shares); the shares to be reduced this time were in the secondary market The purchased shares and the restricted shares obtained from the company’s 2019 restricted stock incentive plan have been released from restricted sales.
● Progress of the shareholding reduction plan: As of the disclosure date of this announcement, Mr. Zhang Qiying reduced his shareholding by 230,100 shares through centralized bidding, accounting for 0.01% of the company’s current total share capital (ie 2,104,255,706 shares). This shareholding reduction plan has not been completed.
1. The basic situation of the reducing subject before the reduction
Note: The above “shareholding ratio” is calculated based on the total share capital at the time of the announcement of Mr. Zhang Qiying’s shareholding reduction plan (ie 2,104,255,706 shares). “Number of shares held” is the number of shares directly held (including restricted shares); “source of current shares held” is obtained by other means, including purchases from the secondary market and the company’s 2019 restricted stock incentive plan granted get.
There is no concerted action in the above-mentioned reduction subjects.
2. Implementation progress of the shareholding reduction plan
(1) Shareholders disclose the progress of the implementation of the shareholding reduction plan for the following reasons:
More than half of the reduction in the number of centralized bidding transactions
Note: “Reduction ratio” and “Current shareholding ratio” in the above table are the ratio of the corresponding shares to the company’s current total share capital (ie 2,104,255,706 shares).
(2) Whether this reduction of shareholding is consistent with the plans and commitments previously disclosed by the shareholders
√Yes □No
(3) During the time period for the reduction of holdings, whether the listed company discloses major matters such as high-speed transfer or planning for mergers and acquisitions
□Yes √No
(IV) The impact of this reduction on the company
Mr. Zhang Qiying is a director and senior management. The implementation of this shareholding reduction plan will not affect the company’s actual controllers, Mr. Zhang Chuanwei, Ms. Wu Ling and Mr. Zhang Rui’s control rights over the company, will not lead to changes in the company’s control rights, and will not affect the company’s governance structure and continuing operations. .
(5) Other matters required by the Shanghai Stock Exchange
The company will continue to pay attention to the follow-up implementation of Mr. Zhang Qiying’s shareholding reduction plan, strictly abide by relevant laws and regulations and company rules and regulations, and perform information disclosure obligations in a timely manner.
3. Relevant risk warning
(1) Uncertainty risks in the implementation of the holding reduction plan, such as the preconditions and restrictive conditions for the implementation of the plan, and the specific circumstances in which the relevant conditions are fulfilled or eliminated, etc.
Mr. Zhang Qiying will decide whether to continue to implement and how to implement this share reduction plan according to his own capital arrangements, market conditions, company stock price and other specific circumstances. There are uncertainties in the quantity and price of the reduction.
(2) Whether the implementation of the share reduction plan will lead to the risk of changing the control of the listed company Yes √ No
The implementation of this shareholding reduction plan will not affect the company’s actual controllers, Mr. Zhang Chuanwei, Ms. Wu Ling and Mr. Zhang Rui’s control rights over the company, and will not lead to changes in the company’s control rights.
(3) Other risks
This share reduction plan is in compliance with the “Company Law of the People’s Republic of China”, “Securities Law of the People’s Republic of China”, “Administrative Measures for Acquisition of Listed Companies”, “Shanghai Stock Exchange Listing Rules”, “Shareholders of Listed Companies, Directors, Supervisors and Senior Management to Reduce Shares” Certain Regulations of the Shanghai Stock Exchange”, “Detailed Implementation Rules for Share Reduction of Shareholders, Directors, Supervisors and Senior Management of Listed Companies on the Shanghai Stock Exchange” and “Guidelines for the Self-discipline and Supervision of Listed Companies on the Shanghai Stock Exchange No. 8 – Management of Changes in Shares” and other relevant laws relevant regulations. The company will strictly abide by the relevant laws and regulations and company rules and regulations, and fulfill the obligation of information disclosure in a timely manner.
Special announcement.
Mingyang Smart Energy Group Co., Ltd. Board of Directors
May 11, 2022
Stock Code: 601615 Stock Abbreviation: Mingyang Intelligence Announcement No.: 2022-053
Mingyang Smart Energy Group Co., Ltd.
Announcement on Resolutions of the 2021 Annual General Meeting of Shareholders
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume individual and joint responsibility for the authenticity, accuracy and completeness of the content.
Important content reminder:
● Whether there is any veto resolution at this meeting: no
1. Meeting and attendance
(1) Time for the general meeting of shareholders: May 10, 2022
(2) The venue of the shareholders’ meeting: Mingyang Industrial Park, No. 22, Torch Road, Torch Development Zone, Zhongshan City, Guangdong Province, meeting room on the 5th floor of Mingyang Smart Energy Group Co., Ltd.
(3) The ordinary shareholders attending the meeting and the preferred shareholders who have resumed voting rights and the shares they hold:
(4) Whether the voting method complies with the provisions of the “Company Law” and the “Articles of Association”, the presidency of the meeting, etc.
This shareholders’ meeting was convened by the company’s board of directors. According to the “Articles of Association”, the chairman of the board, Mr. Zhang Chuanwei, presided over the meeting. The meeting was held and voted by a combination of on-site voting and online voting. The convening and holding of the meeting complied with the provisions of the Company Law and the Articles of Association.
(V) Attendance of directors, supervisors and board secretary of the company
1. There are 11 incumbent directors of the company, and 6 people attended the site and communication; directors Mr. Zhang Rui, director Mr. Han Yu, and director Mr. Li Yiming did not attend due to official business, and independent directors Mr. Li Zhongfei and Ms. Wang Yu did not attend due to official business;
2. There are 3 incumbent supervisors of the company, and 3 people attended the scene and communication.
3. Mr. Liu Jianjun, secretary of the company’s board of directors, attended the shareholders’ meeting; Mr. Zhang Chuanwei, chairman and chief executive officer (general manager) of the company, Mr. Shen Zhongmin, vice chairman and chief strategy officer of the company, and Zhang Qiying, director, chief operating officer and chief technology officer of the company Mr. Wang Jinfa, the company’s director and chief administrative officer, attended the meeting; the company’s chief financial officer, Mr. Liang Caifa, attended the meeting.
2. Review of the proposal
(1) Non-cumulative voting motions
1. Proposal name: 2021 annual work report of the board of directors
Review result: passed
Voting:
2. Proposal name: 2021 work report of the board of supervisors
Review result: passed
Voting:
3. Proposal name: 2021 Work Report of Independent Directors
Review result: passed
Voting:
4. Proposal name: 2021 Annual Financial Final Report
Review result: passed
Voting:
5. Proposal name: the text and abstract of the 2021 annual report
Review result: passed
Voting:
6. Proposal name: Proposal on the 2021 Profit Distribution Plan
Review result: passed
Voting:
7. Proposal name: Proposal on the 2021 Annual Assessment and Remuneration of Non-Independent Directors
Review result: passed
Voting:
8. Proposal name: Proposal on the 2021 Annual Assessment and Remuneration of Independent Directors
Review result: passed
Voting:
9. Proposal name: Proposal on the 2021 annual assessment and remuneration of supervisors
Review result: passed
Voting:
10. Proposal name: Proposal on the estimated amount of daily connected transactions of the company in 2022
Review result: passed
Voting:
11. Proposal Name: Proposal on the Company’s Estimated External Guarantee Amount in 2022
Review result: passed
Voting:
12. Proposal name: Proposal on the Company’s 2022 application to financial institutions for the estimated credit line
Review result: passed
Voting:
(2) Involving major matters, the voting situation of shareholders below 5%
(3) Relevant information on the voting of the proposal
1. Special Resolution: 11
2. The proposals for the separate counting of votes for small and medium investors in this deliberation proposal are: Proposals 6, 7, 10, 11, 12
3. Proposals involving the withdrawal of related shareholders from voting: 10
Names of affiliated shareholders who should abstain from voting: Mingyang New Energy Investment Holding Group Co., Ltd., Keycorp Limited, First Base Investments Limited, Wiser Tyson Investment Corp Limited, Zhongshan Credit Suisse Enterprise Management Consulting Partnership (Limited Partnership), Lucky Prosperity Company Limited, Eternity Peace Company Limited, Shen Zhongmin
3. Witnesses of lawyers
1. The law firm witnessed by this shareholders meeting: Beijing Zhonglun (Shenzhen) Law Firm
Lawyers: Li Lianguo, Kong Weiwei
2. Attorney’s testimony:
Our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders are in compliance with laws, administrative regulations, the “Rules of the General Meeting of Shareholders” and the “Articles of Association”. ; The voting procedures and voting results of this shareholders’ meeting are legal and valid.
Mingyang Smart Energy Group Co., Ltd.
May 11, 2022
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