Announcement on Resolution of the Third Extraordinary General Meeting in 2023
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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