Announcement on Resolution of the Third Extraordinary General Meeting in 2023

Date: 2023.09.26

 

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 Resolution of the Third Extraordinary General Meeting in 2023


Important notice:


• Whether any of the proposed resolution at the meeting was objected: None


I. CONVENING AND ATTENDANCE OF THE MEETING


(I)             Date of the General Meeting: 26 September 2023

(II)           Venue of the General Meeting: Conference room on the 5th floor of Ming Yang Smart Energy Group Co., Ltd., Mingyang Industrial Park, No. 22 Huoju Avenue, Zhongshan Torch Development Zone, Guangdong Province

(III)          Ordinary shareholders and preference shareholders with recovered voting rights who attended the meeting and their shareholdings:


1.     The number of shareholders attending in person or by proxy

217

2.     The total number of shares carrying voting rights held by shareholders attending the meeting (shares)

888,644,426

3.     The number of shares carrying voting rights held by shareholders attending the meeting as a percentage of the total number of shares of the Company carrying voting rights (%)

39.2849

The "Total number of voting shares of the company" as indicated in the above table excludes the number of shares in the Repurchase Securities Account of Ming Yang Smart Energy Group Limited without voting rights.


(IV)         Whether the voting procedures were in compliance with the requirements under the Company Law of the People's Republic of China ("Company Law") and the articles of association of the Company ("Articles of Association"), the presiding of the meeting and other details.


The meeting was convened by the Board. According to Rules of Procedure for the General Meeting of Shareholders, The shareholders' meetings shall be presided over by the chairman of the board of directors. If the chairman is unable or fails to perform his duties, the meetings thereof shall be presided over by the vice chairman of the board of directors. If the vice chairman of the board of directors is unable or fails to perform his duties, the meetings shall be presided over by a director jointly recommended by half or more of the directors. Mr. Zhang Chuanwei, chairman of the board, and Mr. Shen Zhongmin, vice chairman of the board, were unable to attend the meeting due to other business arrangements. Mr. Wang Jinfa, director and chief administrative officer of the Company 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 the Directors, supervisors of the Company and secretary to the Board


1.     4 out of the 11 incumbent directors of the Company attended the meeting on-site or online. Mr. Zhang Chuanwei, chairman of the company, Mr. Shen Zhongmin, vice chairman of the Company, Mr. Zhang Qiying, Mr. Zhang Rui, Mr. Li Yiming, Ms. Zhang Chao, directors of the Company, Ms. Wang Yu, independent director of the Company ,were unable to attend the meeting due to other business arrangements;

2.     2 out of the 3 incumbent supervisors of the Company attended the meeting on-site or online. Mr. Zheng Weili , supervisor of the Company,  was unable to attend the meeting due to other business arrangements;

3.     Mr. Liu Jianjun, the secretary to the Board of the Company, attended the meeting; Mr. Wang Jinfa, director and chief administrative officer of the Company, attended the meeting; Mr. Liang Caifa, the Chief Financial Officer of the Company, attend the meeting; Mr. Yang Pu, Mr. Zhang Zhonghai, Ms. Yi Lingna, vice Presidents of the Company, attended the meeting.


II. VOTING RESULTS OF THE RESOLUTION


(I) Resolution by non-cumulative poll


1. Resolution: Reappointment of Accounting Firm

Result after consideration: approved

Voting results:

Class of shareholders

Affirmative

Dissenting

Abstaining

Number of votes

Percentage (%)

Number of votes

Percentage (%)

Number of votes

Percentage (%)

A share

876,679,822

98.6536

3,482,780

0.3919

8,481,824

0.9545


2. Resolution: Increasing the Estimated Quota on External Guarantees of the Company for 2023

Result after consideration: approved

Voting results:

Class of shareholders

Affirmative

Dissenting

Abstaining

Number of votes

Percentage (%)

Number of votes

Percentage (%)

Number of votes

Percentage (%)

A share

799,382,745

89.9552

89,261,181

10.0446

500

0.0002


3. Resolution: The Amendments to the Articles of Association

Result after consideration: approved

Voting results:

Class of shareholders

Affirmative

Dissenting

Abstaining

Number of votes

Percentage (%)

Number of votes

Percentage (%)

Number of votes

Percentage (%)

A share

887,628,426

99.8856

1,016,000

0.1144

0

0.0000


4. Resolution: The Amendments to the Rules of Procedure for the General Meeting of Shareholders

Result after consideration: approved

Voting results:

Class of shareholders

Affirmative

Dissenting

Abstaining

Number of votes

Percentage (%)

Number of votes

Percentage (%)

Number of votes

Percentage (%)

A share

888,455,126

99.9786

188,800

0.0212

500

0.0002


5. Resolution: The Amendments to the Rules of Procedure for the Board of Directors

Result after consideration: approved

Voting results:

Class of shareholders

Affirmative

Dissenting

Abstaining

Number of votes

Percentage (%)

Number of votes

Percentage (%)

Number of votes

Percentage (%)

A share

888,455,126

99.9786

189,300

0.0214

0

0.0000


6. Resolution: Proposal on Change of Certain Fundraising and Investment Project

Result after consideration: approved

Voting results:

Class of shareholders

Affirmative

Dissenting

Abstaining

Number of votes

Percentage (%)

Number of votes

Percentage (%)

Number of votes

Percentage (%)

A share

888,455,126

99.9786

189,300

0.0214

0

0.0000

(II) Resolution by cumulative poll

7. Resolution: Proposal on the Renewal of the Board of Directors of the Company and the Election of Candidates for Non-independent Directors of the 3rd Session of the Board of Directors

Resolution No.

Resolution

Number of votes

Percentage (%)

Election results

7.01

Zhang Chuanwei

867,285,019

97.5964

Elected

7.02

Ge Changxin

871,548,761

98.0762

Elected

7.03

Zhang Qiying

855,026,621

96.2169

Elected

7.04

Wang Jinfa

868,681,126

97.7535

Elected

7.05

Zhang Rui

871,548,561

98.0761

Elected

7.06

Fan Yuanfeng

871,549,561

98.0762

Elected

7.07

Zhang Dawei

871,354,290

98.0543

Elected


8. Resolution: Proposal on the Renewal of the Board of Directors of the Company and the Election of Candidates for Independent Directors of the 3rd Session of the Board of Directors

Resolution No.

Resolution

Number of votes

Percentage (%)

Election results

8.01

Zhu Tao

879,921,967

99.0184

Elected

8.02

Liu Ying

882,049,406

99.2578

Elected

8.03

Wang Rongchang

879,920,967

99.0183

Elected

8.04

Shi Shaobin

879,920,972

99.0183

Elected


9. Resolution: Proposal on the Renewal of the Board of Supervisors of the Company and the Election of Candidates for Shareholder Representative Supervisors of the 3rd Session of the Board of Supervisors

Resolution No.

Resolution

Number of votes

Percentage (%)

Election results

9.01

Wang Limin

880,103,869

99.0389

Elected

9.02

Zhai Yongjun

868,993,162

97.7886

Elected


(III) Voting results of shareholders with less than 5% share interest in relation to material items


Resolution No.

Resolution

Affirmative

Dissenting

Abstaining

Number of votes

Percentage (%)

Number of votes

Percentage (%)

Number of votes

Percentage (%)

1

Reappointment of Accounting Firm

465,095,724

97.4920

3,482,780

0.7300

8,481,824

1.7780

2

Increasing the Estimated Quota on External Guarantees of the Company for 2023

387,798,647

81.2892

89,261,181

18.7106

500

0.0002

6

Proposal on Change of Certain Fundraising and Investment Project

476,871,028

99.9603

189,300

0.0397

0

0.0000

7.01

Zhang Chuanwei

458,200,921

96.0467

7.02

Ge Changxin

459,964,663

96.4164

7.03

Zhang Qiying

443,442,523

92.9531

7.04

Wang Jinfa

457,097,028

95.8153

7.05

Zhang Rui

459,964,463

96.4164

7.06

Fan Yuanfeng

459,965,463

96.4166

7.07

Zhang Dawei

459,770,192

96.3756

8.01

Zhu Tao

468,337,869

98.1716

8.02

Liu Ying

470,465,308

98.6175

8.03

Wang Rongchang

468,336,869

98.1714

8.04

Shi Shaobin

468,336,874

98.1714


(III) Details in relation to the voting results of the resolution


1.     Special resolution: Resolution 2, Resolution 3, Resolution 4, Resolution 5

2.     The resolution for separate counting of votes cast by minority investors: Resolution 1, Resolution 2, Resolution 6, Resolution 7, Resolution 8

3.     Resolution involving related shareholder abstention from voting: None

Names of connected shareholders who should abstain from voting: None


III. ATTESTATION BY LAWYER


1.     The General Meeting was attested by: ZHONG LUN LAW FIRM ()


Lawyers:


2.     Concluding opinions from the lawyers for the attestation:


In the lawyers’ opinion, the convening and holding procedures of the general meeting were in compliance with relevant laws, administrative regulations, Rules of Procedures for the General Meetings and the Articles of Association; the qualifications of the persons attending the meeting and the convener were lawful and valid; and the voting procedures conducted at the meeting and the voting results thereof were lawful and valid.



26 September 2023