The Non-Transaction Transfer of Securities by Shareholders

Date: 2023.12.01

MING YANG SMART ENERGY GROUP LIMITED

(GDR under the symbol:"MYSE")

(ajoint stock company established under the laws of the People’s Republic ofChina with limited liability)

Announcement on the Completion of the Non-Transaction Transfer ofSecurities by Shareholders of the Company


Ming Yang Smart Energy Group Limited (the “Company”)has recently received the notification of the Completion of the Non-TransactionTransfer of Securities from Xiamen Lianyun Investment Partnership (LimitedPartnership) (“Xiamen Lianyun”), a shareholder of the Company.


Xiamen Lianyun was a shareholder of the Companyprior to its initial public offering, and is also the employee stock ownershipplatform of the Company, which holds a total of 9,679,344 unrestrictedoutstanding shares, representing 0.43% of the total share capital of theCompany (i.e. 2,271,759,206 shares). Due to the recent dissolution of theplatform, the shares held by Xiamen Lianyun have been registered in the name ofeach partner through the non-transaction transfer of securities. The relevantformalities were completed on 30 November 2023. The Transfer RegistrationConfirmation issued by China Securities Depository and Clearing CorporationLimited has been obtained. The details are announced as follows:


I.     Informationon the Non-Transaction Transfer of Securities by Xiamen Lianyun

Transferor

Transferee

Number of Shares Transferred (shares)

Number of shares directly held before the Transfer (shares)

Number of shares directly held after the Transfer (shares)

Percentage of total share capital of the Company

Xiamen Lianyun

Beihai Ruiyue Venture Capital 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 officers

2,872,635

-

-

-


Note: Beihai Ruiyue Venture Capital Co., Ltd.(“Beihai Ruiyue”) is controlled by Mr. ZHANG Chuanwei, the actual controller ofthe 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 Ruiyueentrust Mingyang New Energy Investment Holding Group Co., Ltd. (“EnergyInvestment Group”), the controlling shareholder of the Company, as a proxy toexercise all of its voting rights. Upon the completion of the Voting RightsEntrustment, Energy Investment Group will be entitled to exercise the votingrights represented by 25.44% of the Company’s shares and will be the solecontrolling shareholder of the Company.


II.   Other Relevant Instructions

1.    XiamenLianyun has made the following undertakings in the Company’s initial publicoffering:


“Within 36 months fromthe date of listing of shares of the issuer, the Shareholder will neither transferor entrust any other person to manage the issued shares of the issuer directlyand indirectly held by the Shareholder up to the public offering of shares, norwill the issuer repurchase such shares.


In the event that theclosing price of shares of the issuer is lower than their offering price for 20consecutive trading days within six months after the initial listing of theissuer, or that the closing price is lower than offering price of shares of theissuer as at the end of the six months after the listing of the issuer, thelock-up period of the shares held by the Shareholder will be automaticallyextended for six months on the basis of the original undertaking period of 36months, i.e., the lock-up period becoming 42 months from the date of thelisting of shares of the issuer. In the event that any ex-right or ex-dividendevents such as payment of dividend, bonus issue, and capitalisation of capitalreserve take place in the issuer, the above closing price refers to the priceafter the recovery of rights attached to shares of the issuer.


Within 24 months afterthe expiry of the lock-up period, if the Shareholder attempts to sell theshares of the issuer held by the Shareholder before the issuer’s IPO in any wayor by any means, the price at which those shares are sold shall not be lowerthan the IPO price. If any ex-rights or ex-dividends event such as payment ofdividend, bonus issue, and capitalisation of capital reserve has taken place inthe issuer before the Shareholder sells his/its shares in the issuer, the priceat which those shares are sold shall not be lower than the IPO price of theissuer after ex-rights or ex-dividends.”


As at the disclosuredate of this announcement, Xiamen Lianyun, as a shareholder, has strictlyperformed the above undertakings. All shareholders who will obtain the sharesof the Company through the non-transaction transfer of securities due to thedissolution of Xiamen Lianyun have undertaken to continue to perform the aboveundertakings of Xiamen Lianyun.


Note: As the closing price of shares of the Companywas not lower than their offering price for 20 consecutive trading days withinsix months after the initial listing of the Company, and the closing price wasnot lower than offering price of shares of the Company as at the end of the sixmonths after the listing of the Company, the original undertaking period of 36months is not applicable to the automatic extension of six months on the basisof the original undertaking period of 36 months.


2.    XiamenLianyun was a shareholder of the Company prior to its initial public offeringand is also the employee stock ownership platform of the Company. The platformhas no person acting in concert. The actual controllers of the Companyindirectly hold the shares of the Company via the platform through BeihaiRuiyue 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 platformhas no acting-in-concert relationship with such directors and officer. Thedirectors and officers who will obtain the shares of the Company through thenon-transaction transfer of securities due to the dissolution of Xiamen Lianyunhave undertaken to continue to follow all applicable regulations.


3.    Thenon-transaction transfer of securities by Xiamen Lianyun will not lead to achange in the actual control of the Company (Energy Investment Group remainsthe controlling shareholder of the Company), nor will it harm the interests ofthe Company and other shareholders or affect the governance structure andongoing operations of the Company.



Ming Yang Smart Energy GroupLimited

1December, 2023