Announcement on Resolutions of the First Meeting of the Third Session of the Board of Directors
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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 Resolutions of the First Meeting of the Third Session of the Board of Directors
Ming Yang Smart Energy Group Co., Ltd. (hereinafter referred to as the “Company”) held its first meeting of the third session of the Board of Directors on 26 September 2023 at the conference room of the Company’s headquarter, building by a combination of on-site voting and voting by correspondence. According to the Company Law, the Articles of Association and the Rules of Procedure of the Board of Directors, “the time limit for notification of the Board of Directors shall be: all Directors shall be notified five days before the meeting. However, in case of emergency, the Board of Directors may give notice of extraordinary meeting by telephone or other verbal means at any time, provided that the convener shall make a statement at the meeting.” The meeting was notified to each of the Directors in writing, or by telephone or mail on 26 September 2023, and the Directors present at the meeting had been informed of the necessary information relating to the business to be transacted and agreed to urgently convene this meeting of the Board of Directors. Eleven Directors should be present at this meeting and eleven were actually present. All Directors unanimously elected Mr. Ge Changxin, a Director of the Company, to preside over the meeting, in compliance with the relevant provisions of the Company Law, the Articles of Association and the Rules of Procedure of the Board of Directors.
The Board of Directors of the Company considered and adopted the following resolutions:
1. Consideration and adoption of the Resolution on the Chairman, Vice Chairman and Legal Representative of the Company
The election of Mr. Zhang Chuanwei as the Chairman and the legal representative of the Company and Mr. Ge Changxin as the Vice Chairman of the Company was approved.
Voting results: Approving votes: 11; Dissenting votes: 0; Abstention votes: 0.
2. Consideration and adoption of the Resolution on the Composition of Special Committees of the Third Session of Board of Directors
It was approved that the composition of special committees of Board of Directors would be as follows:
Composition of the Strategy Committee: Zhang Chuanwei, Shi Shaobin, Liu Ying, of which Zhang Chuanwei is the Chairman (convener) of the Strategy Committee.
Composition of the Audit Committee: Zhu Tao, Ge Changxin, Wang Rongchang, of which Zhu Tao is the Chairman (convener) of the Audit Committee.
Composition of the Remuneration and Appraisal Committee: Wang Rongchang, Wang Jinfa, Shi Shaobin, of which Wang Rongchang is the Chairman (convener) of the Remuneration and Appraisal Committee.
Composition of the Nomination Committee: Liu Ying, Zhang Qiying, Zhu Tao, of which Liu Ying is the Chairman (convener) of the Nomination Committee.
Voting results: Approving votes: 11; Dissenting votes: 0; Abstention votes: 0.
3. Consideration and adoption of the Resolution on Appointment of the Company’s Chief Executive Officer (General Manager)
It was approved to appoint Mr. Zhang Chuanwei as the Company’s Chief Executive Officer (General Manager), with a term of office of three years from the date of consideration and adoption by the Board of Directors to the date of expiry of the term of office of the current Board of Directors.
Voting results: Approving votes: 11; Dissenting votes: 0; Abstention votes: 0.
4. Consideration and adoption of the Resolution on the Appointment of Other Senior Management of the Company
The appointment of Mr. Zhang Qiying as the President and Chief Technology Officer of the Company's smart manufacturing business line was approved;
The appointment of Mr. Liu Lianyu as the President of the Company's energy services business line was approved;
The appointment of Mr. Zhang Rui as the President of the Company's PV business line was approved;
The appointment of Mr. Liang Caifa as Chief Financial Officer of the Company was approved;
The appointment of Mr. Wang Dongdong as Chief Operating Officer of the Company was approved;
The appointment of Mr. Liu Jianjun as Chief Risk Control Officer of the Company was approved;
The appointment of Ms. Zhang Chao, Ms. Yi Lingna, Mr. Han Bing, Mr. Ye Fan and Mr. Pan Yongle as Vice Presidents of the Company was approved;
The above senior management are appointed for a term of three years, with a term of office from the date of consideration and adoption by the Board of Directors to the date of expiry of the term of office of the current Board of Directors.
Voting results: Approving votes: 11; Dissenting votes: 0; Abstention votes: 0.
5. Consideration and adoption of the Resolution on Designation of Senior Management to Act as Secretary of the Board of Directors
Mr. Zhang Chuanwei, Chairman of the Board of Directors and Chief Executive Officer (General Manager), nominated Mr. Pan Yongle as the Secretary of the Board of Directors of the Company, with a term of office of three years from the date of consideration and adoption by the Board of Directors to the date of expiry of the term of office of the current Board of Directors.
Given that Mr. Pan Yongle has not yet obtained the Certificate of Qualification for Secretary of the Board of Directors from the Shanghai Stock Exchange, he undertakes to attend the latest session of the training session of Secretary of Board of Directors of listed companies organised by the Shanghai Stock Exchange. Before Mr. Pan Yongle obtains the Certificate of Qualification for Secretary of the Board of Directors, he will act as Secretary of Board of Directors in the capacity of senior management (Vice President) of the Company, and the period of acting will not exceed three months.
Voting results: Approving votes: 11; Dissenting votes: 0; Abstention votes: 0.
Contact details of Mr. Pan Yongle:
Telephone: 010-5081 5010
Email: panyongle@mywind.com.cn
6. Consideration and adoption of the Resolution on the Appointment of Securities Representative of the Company
The appointment of Ms. Zheng Jieshan as securities representative of the Company was approved, with a term of office from the date of consideration and adoption by this Board of Directors to the date of expiry of the term of office of the current Board of Directors.
Voting results: Approving votes: 11; Dissenting votes: 0; Abstention votes: 0.
7. Consideration and adoption of the Resolution on the Head of the Internal Audit Department by the Company
The appointment of Mr. Zhai Yongjun as the head of the internal audit department of the Company was approved, with a term of office of three years from the date of consideration and adoption by the Board of Directors to the date of expiry of the term of office of the current Board of Directors.
Voting results: Approving votes: 11; Dissenting votes: 0; Abstention votes: 0.
8. Consideration and adoption of the Resolution on the Repurchase and Cancellation of the Restricted Stocks Granted, but not yet Released, to Certain Participants under the 2019 Restricted Stock Incentive Plan
In accordance with the relevant provisions of the Administrative Measures for Share Incentives of Listed Companies and the 2019 Restricted Stock Incentive Plan (Amended Draft), three incentive recipients granted for the first time and one incentive recipient reserved for grant under the 2019 Restricted Stock Incentive Plan were ineligible as incentive recipients due to leaving their jobs for personal reasons or having been elected as a Supervisor of the Company, the Company repurchased and cancelled 224,500 restricted shares granted to the above-mentioned 4 former incentive recipients but not yet released from restricted sale for an amount of RMB1,052,855.50, which was financed by the Company's own funds.
The Board of Directors of the Company is of the view that this repurchase and cancellation of part of the restricted shares will not materially affect the financial position and results of operations of the Company and agrees to pass this resolution.
Voting results: Approving votes: 8; Dissenting votes: 0; Abstention votes: 0.
Zhang Qiying, Wang Jinfa and Fan Yuanfeng, Directors, as the incentive recipients under the Restricted Stock Incentive Plan of the Company, recused themselves from voting on the resolution.
Pursuant to the authorization of the Company’s 2019 annual general meeting, the resolution on the repurchase and cancellation does not need to be submitted to the general meeting for consideration.
Ming Yang Smart Energy Group Limited
26 September 2023
Resume of the Senior Management:
1. Mr. Zhang Chuanwei, born in 1962, is a Chinese citizen without right of abode abroad, and possesses a master’s degree and postgraduate qualifications. Mr. Zhang Chuanwei is a deputy to the 12th and 13th National People’s Congress. He founded Zhongshan Mingyang Electric Appliance Co., Ltd. (中山市明阳电器有限公司) in 1993 and has served as the chairman since then. He founded Guangdong Mingyang Wind Power Technology Co., Ltd. (广东明阳风电技术有限公司) (the predecessor of Guangdong Mingyang Wind Power Industry Group Co., Ltd. (广东明阳风电产业集团有限公司) and Ming Yang Smart Energy Group Limited) in 2006 and has served as the chairman of the Board of Directors and chief executive officer (the general manager) since then.
2. Mr. Zhang Qiying, born in 1978, Chinese nationality and without the right of abode overseas, obtained a master’s degree and is now a doctoral student. From 2003 to 2006, he served as a manager of Shanghai Sachs Huizhong Shock Absorber Co., Ltd. (上海汇众萨克斯减震器有限公司). From 2006 to 2011, he served as a project manager of Shanghai office and an assistant to the president of Aerodyn Energiesysteme GmbH. From 2011 to 2014, he served as the director of the technology center and the chief technology officer of, Guodian United Power Technology Co., Ltd. (国电联合动力技术有限公司). From 2014 to September 2019, he served as the Company’s vice president of engineering research and development, chief technology officer and co-operation officer. From September 2019 to March 2020, he served as a Director, chief technology officer and co-operation officer of the Company. He has been a Director, chief operating officer and chief technology officer of the Company since March 2020.
3. Mr. Liu Lianyu, born in 1964, Chinese nationality and without the right of abode overseas, obtained a master’s degree and is a senior engineer. From 1989 to 1996, he served as Project Leader of the Planning Department of China Renewable Energy Engineering Institute; from 1996 to 1999, he served as Principal Staff Member of the Hydropower Department under the Planning Division of the Ministry of Electric Power Industry of the People’s Republic of China; from 1999 to 2002, he served as Deputy Director of the Planning Division under the Strategic Planning Department of the former State Power Company; from 2002 to 2006, he served as Director of the Pre-project Division of the Planning and Development Department of China Guodian Corporation; from 2004 to 2005, he served as Director of the Preparatory Office of Zhongshan Gas Power Generation Project of China Guodian Corporation; from 2005 to 2007, he served as General Manager of Zhongshan Gas Power Generation Company of China Guodian Corporation; from 2005 to 2008, he served as Deputy Director of the Nuclear Power Office of China Guodian Corporation; from 2006 to 2008, he served as Deputy Director of Planning and Development Department of China Guodian Corporation; from 2006 to 2009, he served as Party Secretary and General Manager of Henan Company of China Guodian Corporation; from May 2009 to March 2014, he served as Director of the Nuclear Power Office and Deputy Director of the Planning Department of China Guodian Corporation; from March 2014 to September 2015, he served as Director of the Party Group Inspection Office of China Guodian Corporation; and from September 2015 to 2017, he served as Director of Procurement and Material Management Department of China Guodian Corporation. From December 2017 to February 2020, he served as Joint Operating Officer of the Company. From March 2020 to September 2023, he has been serving as Supervisor of the Company.
4. Mr. Zhang Rui, born in 1990, Chinese nationality and without the right of abode overseas, obtained a bachelor’s degree. From 2012 to March 2017, he served as the director of the procurement department and a Director of the Company. Since March 2017, he has served as a Director of the Company, vice president of business, director of the strategic development and industrial planning center, deputy director of the operations center, director of the operations planning department, general manager of the procurement management department, and assistant to the chief executive officer.
5. Mr. Liang Caifa, born in 1971, Chinese nationality and without the right of abode overseas, obtained a bachelor’s degree in Accounting from Hunan University of Finance and Economics and a master's degree in Advanced Business Administration from Zhongnan University of Economics and Law. From 1993 to 2013, he served as the Accounting and Financial Manager of Sany Group and Chief Financial Officer of Industry Division of Sany Heavy; from 2013 to April 2019, he served as the Vice President of Finance and General Manager of Financial Center of the Company; and Chief Financial Officer and General Manager of Financial Center of the Company since May 2019.
6. Mr. Wang Dongdong, born in 1981, Chinese nationality and without the right of abode overseas, member of CPC, obtained a master's degree and is a senior engineer. From August 2004 to March 2011, he served as Process Engineer and Chief Design Engineer of Beijing Beizhong Steam Turbine Generator Co., Ltd.; from April 2011 to February 2016, he served as Deputy Director of Engineering Support and Testing Institute, and Director of Wind Power Testing Technology Research Institute of Guodian United Power Technology Co., Ltd.; from March 2016 to March 2020, he served as Manufacturing Director, Assistant to the Executive President, Vice President of Business and General Manager of Manufacturing Department of the Company; and from March 2020 to June 2022, he served as Vice President, Deputy Director of the Operation Center and General Manager of the Production and Manufacturing Department and the Offshore Engineering Operations and Maintenance Department of the Company; and since July 2022, he has been serving as Senior Vice President and Director of Operation Center of the Company.
7. Mr. Liu Jianjun, born in 1976, Chinese nationality and without the right of abode overseas, obtained a bachelor's degree. From 2002 to 2004, he served as Financial Accountant of Guangzhou Real Estate Industry Group Co., Ltd.; from 2004 to 2007, he served as Project Manager of Guangdong Kangyuan Certified Public Accountants; from 2007 to 2017, he served as Director of Financial Accounting Department, General Manager of Strategic Development Department, General Manager of Capital Operation and Asset Management Department of the Company; from March 2017 to September 2023, he served as Secretary of the Board of Directors of the Company.
8. Ms. Zhang Chao, born in 1988, Chinese nationality and without the right of abode overseas, obtained a bachelor's degree. Since January 2017, she has been serving as General Manager of Capital Operation and Asset Management Department and Deputy General Manager of Smart Energy Division, Chairman of East China Smart Energy Research Institute, Vice President of Business and General Manager of Investment and Asset Management Department of Mingyang Smart Energy Group Co., Ltd.; from March 2023 to September 2023, she served as Director of the Company.
9. Ms. Yi Lingna, born in 1984, Chinese nationality and without the right of abode overseas, obtained a master's degree. From May 2008 to February 2018, she served as Secretary of the Chairman, Deputy Director of the President’s Office, Deputy Director of the Secretary Office of the Board of Directors, Deputy Director of Investor Relations, Deputy General Manager of Capital Operation Department, and Director of Listing Office (Board Office) of the Company; from March 2018 to March 2020, she served as Vice President of Business and Director of Change Management Office of the Company; and since March 2020, she has been serving as Vice President and Secretary General of the CEO's Office of the Company.
10. Mr. Han Bing, born in 1981, Chinese nationality and without the right of abode overseas, obtained a master's degree and is member of the Eighth CPPCC Committee of Yangjiang. From 2007 to 2016, he worked in China Longyuan Power Group Corporation Limited. Since 2017, he has been serving as Vice President of Business of the Company, Deputy General Manager of Mingyang Smart Energy Group Beijing Technology Co., Ltd., Deputy General Manager of Beijing Jieyuan New Energy Investment Co., Ltd., Chairman of Guangdong Mingyang New Energy Technology Co., Ltd., General Manager of Zhongshan Mingyang New Energy Technology Co., Ltd., Deputy Director and Director of Office of Energy Operation and Construction Management Committee, and Director of Project Management Center.
11. Mr. Ye Fan, born in 1981, Chinese nationality and without the right of abode overseas, obtained a master's degree. From January 2008 to January 2011, he served as Product Manager of Sany Electric; from January 2011 to November 2014, he served as Deputy Chief Engineer of system design of Guodian United Power Technology Co., Ltd.; since November 2014, he has been serving as Assistant to the President, Chief Marketing Officer, Vice President of Business, General Manager of Marketing Headquarters of the Company, Deputy General Manager of Ming Yang Wind Power (International) Co. Ltd., General Manager of Marketing and Solutions Department, and Director of Innovation and Product Development Center.
12. Mr. Pan Yongle, born in 1984, Chinese nationality, obtained a master's degree in finance from Xiamen University. He joined the work in 2006, and has many years of experience in securities research. Since July 2019, he has been serving as Assistant to CEO and General Manager of Capital Market Department of the Company.
Resume of the Securities Representative:
Ms. Zheng Jieshan, born in 1988, Chinese nationality and without the right of abode overseas, obtained a bachelor's degree and is a middle level auditor and a non-practicing member of the Chinese Institute of Certified Public Accountants. From September 2011 to April 2014, she served as an auditor and an assistant manager in KPMG Huazhen (Special General Partnership), Guangzhou Branch; from April 2014 to March 2020, she served as Manager of Investor Relations Department and Manager of Securities Affairs of the Company. Since March 2020, she has been serving as Securities Representative of the Company.