NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLEOR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TODISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT APROSPECTUS AND NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION,INCLUDING, WITHOUT LIMITATION, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,JAPAN, SOUTH AFRICA OR THE PEOPLE'S REPUBLIC OF CHINA.

Neither this announcement, nor anything containedherein shall form the basis of, or be relied upon in connection with, any offeror commitment whatsoever in any jurisdiction. Investors should not subscribefor or purchase any securities referred to in this announcement except solelyon the basis of the information contained in a prospectus in its final form(together with any supplementary prospectus, if relevant, the “Prospectus”), including the riskfactors set out therein, expected to be published by MingYang Smart Energy Group Limited (the “Company”) in due course inconnection with the proposed offer of globaldepositary receipts (“GDRs”)representing the Company's A shares and the proposed admission of such GDRs to the standard listing segmentof the Official List of the UnitedKingdom Financial Conduct Authority (the “FCA”) and to trading on the Shanghai-London Stock Connect segment of the main market for listed securities (the “MainMarket”) of London Stock Exchange plc (the “LSE”).A copy of any Prospectus published by the Company will, if published, beavailable for inspection on the Company's website at http://www.dollhana.com,subject to certain access restrictions.

7 July 2022

k1体育官方网站首页|中国有限公司官网

MING YANG SMART ENERGY GROUP LIMITED

(a joint stock company established underthe laws of the People’s Republic of China with limited liability)

Intention to List Global Depositary Receipts
on the London Stock Exchange

Ming Yang Smart Energy Group Limited (“Ming Yang”or the “Company”, and togetherwith its subsidiaries, the “Group”), a leading wind turbine manufacturerin China, today announces its intention to proceed with an offering (the “Offering”) of global depositaryreceipts (the “GDRs”) with each GDR representing 5 A shares of the Company, each with a fullypaid nominal value of RMB1.00 each (the “A Shares”) (the “Offer GDRs”). The Offering is expected toraise approximately USD 550 million.

The Offering is expected to price no lower than USD20.22 per GDR. The final offer price in respect of the Offering (the “OfferPrice”) will bedetermined based on a book-building process. The book-building process is expected to commence immediately and end today.

The GDRs are expected to beadmitted to listing on the standard segment of the Official List maintained by the FCA andto trading on the Shanghai-LondonStock Connect segment of the Main Market of the LSE (together the “Admission”). Admission and commencementof unconditional trading in the GDRs is expected to take place on or around 13 July2022.

ZHANG Chuanwei, Chairman of theCompany, commented:

“With great pleasure, I amhonoured to confirm Ming Yang’s intention to list GDRs on the London StockExchange.

Since being founded in2006, Ming Yang has maintained a leading role both domestically and globally asa wind turbine manufacturer. Our company’s mission is to provide accessiblegreen and smart energy, and we aim to become a leading full lifecycle renewablesolutions provider. Through technological and business innovations, we havedeveloped into a leading smart energy enterprise in China with globalinfluence. We are gradually becoming an industry leader in providing integratedwind power, photovoltaics, power storage and hydrogen power solutions.

The GDR issuance of MingYang will enhance our international profile, further develop ourinternationalisation strategy, as well as expand our global and financingoperations. We believe that the wind power industry will continue to evolvetowards larger and lower-cost wind turbines. Based on our strong independentand platform-based R&D capabilities, we will further accelerate thecommercialization of offshore and deep-sea floating wind turbines which webelieve have strong growth potential.

Shanghai-London StockConnect is a remarkable achievement of the Economic and Financial Dialoguebetween China and the UK, and also a key measure to open up China's capitalmarkets. We believe Ming Yang's GDR issuance will not only be a landmark in thedevelopment of the company, but also enrich the Shanghai-London Stock Connectportfolio and provide better investment opportunities for global investors.”

Overview of the Offering

The Offering is expected toraise approximately USD 550 million, via GDRs, including GDRs which may beissued pursuant to the over-allotment option (the "Over-AllotmentOption") granted to UBS AG London Branch (the "StabilisingManager"), acting on behalf of the Joint Bookrunners (as definedbelow), pursuant to which it may purchase or procure purchasers for such numberof GDRs equivalent to up to USD 50 million based on the Offer Price andrepresenting no more than 10% of the total number of GDRs sold in the Offering (excludingthe over-allotment GDRs). The Stabilising Manager may make deferred settlementarrangements with one or more investors to facilitate its stabilisation action.

The Offer GDRs willrepresent newly issued A Shares of the Company. The Company will also apply tothe Shanghai Stock Exchange (the “SSE”) for admission tolisting of the underlying A Shares representing the Offer GDRs which is expectedto be effective on the date of Admission.

The GDRs are expected to beadmitted to listing on the standard segment of the Official List maintained by the FCA andto trading on the Shanghai-LondonStock Connect segment of the Main Market of the LSE.

The Offering is expected toprice no lower than USD 20.22 per GDR.

The Offering is expected toconsist solely of newly issued GDRs representing underlying A Shares of theCompany. No securities are expected to be sold by existing shareholders of theCompany as part of the Offering.

The Offer GDRs are beingoffered and sold outside the United States in “offshore transactions” withinthe meaning of Regulation S under the US Securities Act of 1933, as amended(the “Securities Act”).

The Offering is subject tothe receipt of all relevant registrations and regulatory approvals.

Full details of theOffering, including the final Offer Price per Offer GDR and the final number ofOffer GDRs, will be included in the Prospectus, expected to be published by theCompany on or around 8 July 2022. Based on the order book prepared during thebook-building process, the Offer Price and the final number of GDRs to beoffered are expected to be determined after the close of book-building latertoday.

Conditional trading in theGDRs on the LSE is expected to commence on a “when-issued” basis on or around 8July 2022 and Admission and commencement of unconditional dealings in the GDRson the LSE are expected to take place on or around 13 July 2022. Investorsshould rely only on the information contained in the Prospectus when making adecision as to whether to invest in the GDRs.

UBS AG London Branch, HSBCBank plc and CLSA Limited are acting as Joint Global Co-ordinators and JointBookrunners (together, the “Joint Global Co-ordinators”), and ChinaInternational Capital Corporation (UK) Limited and Haitong InternationalSecurities Company Limited are acting as Joint Bookrunners (together with theJoint Global Co-ordinators, the “Joint Bookrunners”).

Use of Proceeds

The Company intends to usethe net proceeds received from the Offering as follows:

·       Approximately 60% of the net proceeds will be used to strengthen theGroup’s wind turbine manufacturing and sales capabilities, which include the research,manufacturing and sales of the Group’s wind turbines;

·       Approximately20% of the net proceeds will be used to promote the Group’sinternationalisation strategies;

·       Approximately10% of the net proceeds will be used to develop the Group’s photovoltaics,power storage and hydrogen power capabilities; and

·       Approximately10% of the net proceeds will be used for working capital and general corporatepurposes.

Overview of the Group

As a leading wind turbine manufacturer, the Group’s mission is toprovide accessible green and smart energy, and it aims to become a full lifecyclerenewable solutions provider. Through technological and business innovations,the Group has developed into a leading smart energy enterprise in China withglobal influence, gradually becoming an industry leader in providing integratedwind power, photovoltaics, power storage and hydrogen power solutions.

The Group’s business is primarily divided into three segments: windturbine manufacturing and sales, wind and solar farm development and operation,and other renewable energy services:

· Wind turbinemanufacturing and sales: The Group focuses on the manufacturing of windturbines with high efficiency and reliability. To improve quality and reducecost, the Group also engages in the R&D and manufacturing of corecomponents of wind turbines such as rotor blades. The Group has one of the mostcomprehensive wind power product portfolios in the industry in China in termsof range of unit capacity. The Group’s main products include 1.5-7.0MW seriesonshore wind turbines and 5.5-11MW series offshore wind turbines. These windturbines are adaptable to different wind and climatic conditions, such as lowtemperature, dust, typhoon, salt fog, high altitude and other harshenvironments. At the same time, the Group focuses on developing deep-seafloating wind turbines and ultra-large offshore wind turbines of over 16MW,leading the trend of larger wind turbines. Benefiting from the Group’s strictquality control and continuous investment in R&D, the Group’s products havebeen widely recognised by the market and industry as highly efficient andreliable, having low maintenance costs and achieving reliable powercoordination with the rest of the grid. The total capacity of wind turbinessold by the Group amounted to 6.03GW in 2021, representing a year-on-yearincrease of 57.2% from 2019; the total capacity of offshore wind turbines soldby the Group amounted to 2.89GW in 2021, representing a year-on-year increaseof 156.1% from 2019.

· Wind and solarfarm development and operation: As an integrated renewable solutions provider, theGroup is also engaged in the development and operation of wind and solar farms.Based on the asset-light “rolling development” operating philosophy, the Grouphas different wind and solar farms that are under different stages ofdevelopment, operations and sales. The wind and solar farm development andoperation business creates valuable synergies with the Group’s otherbusinesses: (i) the wind farms sold are equipped with the Group’s windturbines, contributing to the sales of the Group’s wind turbines, and (ii) itscustomers are inclined to engage the Group for the provision of services inrespect of the wind and solar farms, which enhances the Group’s overallbranding and market position as an integrated renewable solutions provider. Asat 31 December 2021, the Group’s wind and solar farms had an installed capacityof 1.19GW connected to the grid and an installed capacity of 1.79GW underconstruction. The Group applies digital and smart technology to design, developand optimize its wind farms and provide these wind farms with centralizedoperation, maintenance and management. The customized solutions and smartoperation services enable the Group to transparently manage the wind farmsthroughout their life cycle covering equipment transportation, installation,commissioning, operation and maintenance, which helps to shorten theinstallation and trial time and reduce unexpected equipment failures andimprove utilisation of the wind turbines. As a result, the Group’s wind andsolar farms are highly efficient. In 2021, the average time available of theGroup’s renewable farms are 2,583 hours, compared to the national average of2,246 hours for wind farms and 1,163 hours for solar farms. Since 2020, theGroup completed the sales of 11 projects with an aggregate capacity of 578.1MW.

· Otherrenewable energy services: The Group has engaged in other renewable energyservices including renewable EPC services, sales of photovoltaic products and distribution and sales of electricity. As a full lifecycle renewable solutions provider, the Group has strategically expanded intoother renewable energy businesses such as photovoltaics, energy storage,hydrogen power and other related businesses. For example, in the area ofphotovoltaics, the Group has focused on solutions and applications related tobuilding-integrated photovoltaics. The Group is constantly researching anddeveloping advanced solar and hydrogen technologies as well as renewable energystorage solutions. In the future, the Group will tap into multiplecomplementary energy sources to develop more energy storage facilities in itswind and solar farms and further increase their electricity utilisation.

The Group has established a solid customer base with large powerproducers and other enterprises investing in clean energy, including centraland local state-owned enterprises and listed companies. The Group hasnationwide production capabilities. The Group currently has 13 production basescovering the markets of its major customers.

Over the years, the Group has experienced significant growth in revenuesand net profit. For the years ended 31 December 2019, 2020 and 2021, theGroup’s total operating revenue was RMB10,493.2 million, RMB22,457.0 million,RMB27,158.0 million, representing a CAGR of 60.9% between 2019 and2021. During the same period, the Group’s total net profit was RMB661.3million, RMB1,304.3 million and RMB2,959.4 million, representing a CAGR of111.5% between 2019 and 2021. The return on equity from 2019 to 2021 was 12.1%,15.7% and 18.4%, respectively, providing a good return to the Group’sshareholders.

Investment Highlights

TheGroup believes the competitive strengths set out below place it at theforefront of the wind turbine industry in China:

TheGroup is a pioneer in the rapidly developing wind power industry and a globallyleading wind turbine manufacturer based in China, the largest andfastest-growing wind power market in the world.

Foundedin 2006, the Group has maintained a leading position in wind turbinemanufacturing both domestically and globally and has experienced rapid growthin the past decade. According to Frost& Sullivan, in terms of the total capacity of wind turbine orderbacklog, the Group ranked third globally as at 31 December 2021; in terms ofnewly installed total wind power capacity, the Group’s global ranking hasremained in the top seven for the past five years, and its global market sharehas grown from 4.8% in 2017 to 7.7% in 2021. In China, the Group has remainedin the top four for the past five years in terms of newly installed total windpower capacity, and its market share has grown from 12.5% in 2017 to 13.7% in2021. With regard to offshore wind power, the Group’s global ranking hasremained in the top ten for the past five years, and its market share of newlyinstalled offshore wind power capacity has increased from 0.6% in 2017 to 10.7%in 2021. In China, the Group’s ranking has remained in the top five for thepast five years, and its market share in terms of newly installed offshore windpower capacity has grown from 2.6% in 2017 to 14.0% in 2021, ranking second inChina.

Withstrong innovation capabilities and industry insights, the Group is an industryleader. Wind turbines have evolved in the following three dimensions: the motorand drives have developed from double-fed or direct drive to hybrid drive; windturbine size has grown from small to large with longer blades and larger sweptarea; and unit material consumption in terms of weight per MW of wind turbineshas decreased. According to Frost &Sullivan, the Group was the first among its main competitors to develop thesemi-direct drive technology in 2008. The same source states that among thenewly installed wind power capacity in China, the proportion of wind turbinesusing the hybrid drive technology increased from 3.3% in 2017 to 15.5% in 2021,and is expected to further increase to 45.8% in 2026. The Group is currentlythe largest manufacturer of hybrid drive wind turbines in China. In 2021, theGroup ranked first in China in terms of newly installed capacity of hybriddrive wind turbines, with a market share of 88.6%. At a time when the industrywas dominated by small turbines, the Group took the initiative in manufacturinglarge wind turbines. The rotor diameter of the Group’s wind turbines hasincreased to 242 metres in the Group’s latest model. The Group has achieved aleading position in the offshore wind turbine market segments of 5.0MW andabove, ranking first in the segment in 2021 according to Frost & Sullivan. In 2021, theGroup launched the self-developed 16MW MySE16.0-242 offshore wind turbine,which is currently the largest offshore wind turbine in the world. In addition,with technological innovations, the Group has greatly reduced the unit materialconsumption of its wind turbines.

TheGroup’s brand, industry leading position and first-mover advantage have enabledit to capture opportunities in China, the largest and fastest-growing windpower market. Under the backdrop of the carbon peaking and carbon neutralitygoals, the Group expects that the utilization rate of wind power will furtherincrease and the cost of wind power will further decrease as the wind powertechnologies continue to evolve. Similarly, the wind power industry is expectedto continue to flourish. According to Frost& Sullivan, the cumulative installed capacity of global wind power isexpected to grow from 957.5GW in 2022 to 1,416.8GW in 2026, at a CAGR of 10.3%.The cumulative installed capacity of global offshore wind power is expected togrow from 72.4GW in 2022 to 144.7GW in 2026, at a CAGR of 18.9%. The cumulativeinstalled capacity of wind power in China is expected to grow from 401.4GW in2022 to 641.0GW in 2026, at a CAGR of 12.4%, of which the cumulative installedcapacity of offshore wind power in China is expected to grow from 37.5GW in2022 to 90.3GW in 2026, at a CAGR of 24.5%.

TheGroup’s strong R&D and commercialization capabilities drive product andservice innovations to meet changing market demands.

TheGroup’s strong innovation capabilities have led it to independently developleading core technologies such as ultra-compact hybrid drive technology,ultra-large wind turbine technology, anti-typhoon technology and deep-seafloating technology. The Group possesses platform-based R&D capabilities.It has independently developed blade segmentation technologies and carbon/glassfibre-hybrid composites for its rotor blades and set up intelligent operatingsystems for its wind farms. Specifically, the Group’s strong R&D andcommercialization capabilities are evidenced by the following achievements:

·       Breakthrough in ultra-compact hybrid drivetechnology: the Group started the development of ultra-compacthybrid drive technology in 2008, ahead of other major wind turbinemanufacturers. The Group’s strong R&D capabilities gave the Group theforesight to select hybrid drive technology over direct drive and double-fedtechnologies. Hybrid drive technology combines the advantages of traditionaldirect drive and double-fed technologies and helps turbines to be smaller, lighterand more reliable.

·       Advances in ultra-large wind turbines: toincrease the economic return of wind turbines, the Group has set the industrytrend in developing larger wind turbines, including the ultra-large wind turbines,which can reduce the overall cost of electricity generation. After a decade ofresearch and experiments, the Group launched the 16MW MySE16.0-242 offshorewind turbine in 2021, which is currently the world’s largest offshore windturbine. The MySE7.X onshore wind turbine was also the largest onshore windturbine when the product was first launched.

·       Development of anti-typhoon wind turbines: inorder to utilise wind resources in GuangdongProvince and other typhoon-prone areas, the Group conducted comprehensiveanalyses of the effect of wind speed and direction, turbulence, wind shear andgust on wind turbine operations and integrated the findings into the design ofanti-typhoon wind turbines. In 2018, the Group successfully installed China’sfirst greater-than-5MW anti-typhoon wind turbine, which was also at the timethe largest anti-typhoon wind turbine in the world in terms of its rotordiameters. The Group also launched the world’s first anti-typhoon floating windturbine in 2021.

·       Commercialisation of deep-sea floatingtechnologies: relying on its strength in deep-sea floating technologies,the Group has introduced the first floating wind turbine in China and achievedgrid connection. The deep-sea floating technology will allow the Group’spowerful wind turbines to function in the deep seas and provide safe andreliable wind power at affordable cost, enabling the construction of windturbines from coastal oceans to deep seas.

TheR&D facilities set up by the Group include national-level enterprisetechnology centres, national and local joint engineering laboratories, a windpower technology engineering laboratory and an engineering centre andpost-doctoral research station. The Group has also consolidated its globalresources and established an R&D platform with “one headquarters and fivecentres”, comprising its headquarters in Guangdong, China and five R&Dcentres in Beijing, Shanghai, Shenzhen, North Carolina in the United States andHamburg in Germany. The Group utilizes an equity incentive plan to mobilize themanagement team, key employees and R&D personnel and to promote the Group’slong-term development. As at 31 December 2021, the Group has participated inthe formulation of 180 international and domestic technical standards and hasbeen granted more than 1,000 patents and more than 300 copyrights. The Group’s R&D expenditure in 2021 wasRMB1,054.6 million, accounting for about 3.9% of its operating revenue duringthe same period. The Group’sR&D-to-revenue ratio in 2021 is higher than average among its peers globally.As at 31 December 2021, the Group had 2,088 R&D personnel, accounting for 20.7% of its total headcount.

TheGroup has established long-term and stable cooperative relationship withleading institutions such as the National Energy Laboratory ECN of the Netherlands, Lloyd’sRegister DNVGL of Germany, Fraunhofer Institute Fraunhoferof Germany and the world’s top transmission chain designers such as Romax and AeroDyn.

Witha full range of products and production bases nationwide with platform-based andflexible production lines, the Group can cater to different needs quickly andflexibly.

TheGroup believes that it has one of the most comprehensive and forward-lookingproduct portfolios among wind turbine manufacturers in China. The Group hasdesigned onshore and offshore wind turbines that are catered to wind andclimatic conditions in China, including 1.5/2.XMW, 3.XMW, 4.XMW, 5.XMW, 6.XMW and 7.XMW seriesonshore wind turbines and 5.XMW, 6.XMW, 7.XMW,8-10MW and 11-16MW series offshore wind turbines. Each series of wind turbinescan also be fitted with impeller of different sizes depending on local windconditions and environments. For example, the 3.0MW series can be fitted withimpellers of diameters of 112 metres, 121 metres, 135 metres, 145 metres and156 metres. For wind turbines of the same impeller diameter, the Group has introduceddifferent types of impellers for different climatic and environmentalconditions such as normal temperature, low temperature, ultra-low temperature,high altitude, coastal and typhoon.

TheGroup has platform-based R&D capabilities and flexible productioncapabilities. With modularized and platform-based R&D and manufacturing,80% of the key components of the Group’s wind turbines have the same interfaceand are interchangeable, which helps to effectively reduce R&D costs,shorten R&D cycles and improve R&D efficiency. At the same time, theGroup has developed smart production lines with a quality control system thatcan seamlessly connect different stages of the production processes, enablecustomized production processes and establish quality control digitallythroughout the entire production process, effectively improving the Group’sproduction efficiency. The Group has 13 production bases located in Guangdong,Tianjin, Henan, Inner Mongolia and Qinghai, providing nationwide coverage forthe Group. The geographic distribution of the Group’s production bases isprimarily driven by the demand from its surrounding target markets.

TheGroup has independent production capabilities for core components and hasestablished in-depth cooperation with suppliers to vertically integrate thesupply chain to achieve cost efficiency and production stability.

TheGroup has developed independent R&D and manufacturing capabilities for corecomponents of wind turbines such as blades, gear boxes, current transformers,pitch control systems and electrical control systems, as well as the capabilityto conduct integrated modelling and model verification and validation research.The Group has production bases in Guangdong, Tianjin, Henan, Inner Mongolia andQinghai. The Group’s capability to research, design and produce core componentshas enabled it to not only better control its costs and improve the Group’sprofitability, but also to optimise the design of wind turbines from a holisticperspective, improve the operating efficiency and reliability of wind turbinesand thus enhance the overall competitiveness of the Group’s wind turbineproducts.

TheGroup promotes a vertical integration of its supply chain. The Group’scontinuous investment and R&D on the core components have enabled the Groupto export technology to its suppliers, which in return allows the suppliers tobetter serve the Group’s technical needs and meet its ongoing demand for modelupgrades. At the same time, the Group’s in-depth integration of its supplychain can further reduce costs as the cost of these core components make up alarge percentage of the cost of the wind turbine, while at the same timemaintaining effective quality control and ensuring on-time product delivery.

TheGroup has established a leading warehousing and logistics system. Together withthe production bases that are strategically located nationwide, the Grouprelies on self-operated and third-party warehousing and logistics network toachieve cost-effective storage and transportation and on-time delivery of itswind turbines.

TheGroup’s leading intelligent wind and solar farm development and operationsolutions provide full life cycle services and its rolling development modelbrings the Group strong resource development capabilities.

TheGroup applies digital and smart technology to design, develop and optimize itswind farms. The customized solutions and smart operation services enable the Groupto transparently manage the wind farms throughout their life cycle coveringequipment transportation, installation, commissioning, operation andmaintenance. To that end, the Group has established a big data platform and awind farm monitoring system to conduct real-time monitoring and analysis of thewind turbines that can provide predictive maintenance alerts. The Group hasalso invested in technologies such as the Internet of Things, cloud storage andbig data analysis to develop systems such as wind turbine remote statusmonitoring, remote diagnosis and repair, wind power prediction, videomonitoring to enable centralized operation, maintenance and management of itswind farms. These technologies allow convenient scheduling of correctivemaintenance, reduce unexpected equipment failures and improve utilisation ofthe wind turbines. As a result, the Group’s wind and solar farms are highlyefficient. In 2021, the average time available of the Group’s renewable farmsare 2,583 hours, compared to the national average of 2,246 hours for wind farmsand 1,163 hours for solar farms.

Based onthe asset-light “rolling development” operating philosophy, the Group hasdifferent wind and solar farms that are under different stages of development,operations and sales. With the “rolling development” of its wind and solarresources, the Group believes that it can realise value from equipment sales,premium related to resource development and its EPC contracts. The Groupbelieves that the asset-light “rolling development” development model cangreatly enhance its capital efficiency and promote the sustainable developmentof its wind and solar farms.

Strongcost control, vertical supply chain integration capabilities and a wind andsolar farm development and operation model enable the Group to haveindustry-leading profit margin and shareholder return level.

In theyears ended 31 December 2019, 2020 and 2021, the Group’s comprehensive grossprofit margin was 22.7%, 18.6% and 21.4%, EBITDA profit margin was 14.9%, 11.3%and 18.0%, net profit margin was 6.3%, 5.8% and 10.9%, return on equity was12.1%, 15.7% and 18.4% and return on assets was 2.3%, 3.0% and 5.2%,respectively.[1] In 2020, the Group’s gross profit margin, EBITDA profit margin, net profitmargin and return on equity all ranked first among comparable A-share listedwind turbine manufacturing companies, and outperformed other listed windturbine manufacturing companies in the world.

Comparedto its peers, the Group’s R&D and production capabilities of core componentsincluding blades, gear boxes, current transformers, pitch control systems andelectrical control systems have enabled the Group to have stronger cost controlcapabilities and higher profit margins. In the years ended 31 December 2019,2020 and 2021, the gross profit margin of the wind turbine and componentsbusiness was 19.2%, 16.9% and 19.2%, respectively.[2] At the same time, as a result of the Group’s strongresource development capabilities and efficient wind and solar farm operationcapabilities and the strong performance of the Group’s wind turbines, theGroup’s gross profit margin from the wind and solar farm development andoperation segment for the years ended 31 December 2019, 2020 and 2021 reached64.5%, 61.7% and 65.4%, respectively. The Group’s “rolling development” modelnot only greatly shortens the investment recovery period, but also brings aconsiderable premium from the disposal of wind and solar farms.

TheGroup leverages its advantages in technological innovations and resources tosynergistically provide integrated wind, photovoltaics, power storage andhydrogen solutions.

Inaddition to the wind turbine manufacturing and wind and solar farm operationand maintenance businesses, the Group actively develops photovoltaics, energystorage, hydrogen power and other related businesses. The Group has transformedfrom a service-oriented manufacturer to a full life cycle renewable solutionsprovider with a matrix of high-end equipment manufacturing businesses inproviding integrated wind, photovoltaics, power storage and hydrogen solutions.With a strong R&D team and more than ten years of R&D experience, theGroup has accomplished the following in the fields of photovoltaics, powerstorage and hydrogen:

·       Photovoltaics:Zhongshan Ruike New Energy Co., Ltd., one of the Company’s subsidiaries engagedin the development of solar photovoltaic products has accumulated a deepunderstanding of the advanced coating technology after years of independentR&D. The Group has achieved globally leading conversion efficiency with itscadmium telluride thin film battery module

·       Power storage: theGroup has three R&D centres that are focused on power storage related research.The Group possesses the capability to independently develop and manufacturepower conversion systems (“PCS”), energy management systems (“EMS”),battery management systems and battery packs. In 2021, the Group establishedthe back-end management platform for resource, network, load and storage managementand applied neural network-based load forecasting and battery abnormalitydiagnosis in its EMS.

·       Hydrogen: theGroup has developed advanced alkaline water electrolysis technology, which cangreatly increase hydrogen production and reduce overall energy consumption.

Leveragingits advantages in technological innovations and resources, the Group enjoysstrong synergies across its business segments. The Group has a solid anddiverse customer base with large power producers and other enterprisesinvesting in clean energy, including central and local state-owned enterprisesand listed companies. The Group believes that it will be able to expand itssources of income by providing diversified solutions integrating wind,photovoltaics, energy storage, hydrogen and other products and services to itsexisting customers. On the other hand, cost efficiency can be greatly improvedthrough the Group’s nationwide network of production bases and logisticssystems which can be used to transport large equipment such as electrolysers.

TheGroup is committed to green, low-carbon and sustainable product developmentlife cycle and supply chain management.

As anintegrated renewable solutions provider, the Group is committed to sustainabledevelopment and has integrated sustainable development concepts into itsproduct development and supply chain management. As a result of technologicalinnovations, the levelized cost of electricity (“LCOE”) ofwind power has decreased from US$64.4 MWh in2017 to US$52.7 MWh in 2021 globally. TheLCOE of wind power has reached a similar level to that of photovoltaics, whichwas approximately US$50.0 MWh globally in2021, conducive to large-scale promotion and application of wind power. Inaddition, in 2021, the Group successfully implemented the world’s firstintegrated offshore wind power development project that combined offshore windpower generation, sea water hydrogen production and marine farming.

Inaddition, the Group has applied sustainability concepts in its manufacturingand logistics processes. On 1 June 2021, the Group released its first carbonneutrality report with an aim to create the largest renewable energy supplysystem under the 3060 Goal. The Group hascommitted to making its operational activities carbon neutral by the end of2023. The Group uses advanced digital energy management technologies to manageemissions and continuously optimizes its manufacturing processes, facilitiesand packaging and logistics processes to minimise their impact on theenvironment. The Group places heavy emphasis on environmental considerationswhen specifying its supply chain standards. The Group also strives to useelectricity from a low-carbon energy source at its own production bases andoffice buildings, favours regions with abundant green resources in its businessplanning and takes the lead in realizing its own carbon neutrality goal.

TheGroup has a dynamic culture and a visionary management team with extensiveindustry experience.

TheGroup has a stable management team with an average industry experience of over25 years with Mr. ZHANG Chuanwei,the Group’s Chairman, Chief Executive Officer and General Manager, Mr. SHEN Zhongmin, the Group’s ViceChairman and Chief Strategy Officer, and Mr.ZHANG Qiying, the Group’s Chief Operating Officer and Chief TechnologyOfficer, at its core. The management team has diverse experience in bothdomestic and overseas markets and exceptional strategic management capabilitiesand possesses deep insights and in-depth understanding of the renewableindustry. Benefiting from the foresight of the management team and theirrelentless pursuit of innovation, the Group has taken a lead in developing anddeploying leading core technologies such as the compact hybrid drivetechnology, ultra-large offshore wind turbine technology, anti-typhoontechnology and deep-sea floating technology amongst the industry peers. Undertheir leadership, the Group has established an integrated supply chain and iscapable of providing integrated wind, photovoltaics, power storage and hydrogensolutions.

TheGroup has a dynamic, open and motivated corporate culture with an emphasis ontalent retention. The Group provides equity incentives to core personnel tofurther incentivise them and to align their interest with that of the Company.The Group believes that its “each employee is a partner” culture is conduciveto attracting outstanding talents and promoting employees’ motivation andcreativity, which are crucial to the long-term success of the Group.

Business Strategies

TheGroup will continue to advance its wind turbine technology and solidify itsleading position in the wind power industry.

TheGroup believes that the wind power industry will continue to evolve towardslarger and lower-cost wind turbines. Deep-sea floating wind turbines will alsobecome more popular. Therefore, the Group will continue to invest in theR&D of core technologies such as ultra-large offshore technology,anti-typhoon technology and deep-sea floating technology. Based on its strongindependent and platform-based R&D capabilities, the Group will continue tolaunch new onshore and offshore wind turbines that can better adapt todifferent environments to meet the rapidly changing customer needs.

TheGroup will further accelerate the commercialization of offshore and deep-seafloating wind turbines. Offshore and deep-sea floating wind turbines havestrong growth potential. According to Frost& Sullivan, the global cumulative installed capacity of offshore windpower is expected to increase to 144.7GW in 2026, representing a CAGR of 18.9%from 72.4GW in 2022. Total deep-sea wind resources in China located in waterswith depth of over 50 metres are estimated to be over 1,200GW. Approximately60% of deep-sea wind resources in China is located in waters of over 70kilometres offshore. It is an inevitable trend for wind power projects to gofrom offshore to deep-sea. The global aggregate installed capacity of deep-seafloating wind power projects is estimated to exceed 6.0GW by 2030. As the Groupcontinues to invest in offshore and deep-sea floating wind turbinetechnologies, it will take the lead in the transition from coastal oceans todeep sea wind power development, further solidify its leading position in thewind power industry.

TheGroup will continue to integrate vertically and improve its operationalefficiency.

TheGroup will continue to integrate its supply chain and further improve itsindependent R&D capabilities for wind turbine components such as blades andcurrent transformers. The Group believes that such independent researchcapabilities will improve the availability of the components and enable theGroup to better control their costs, which will in turn ensure the on-timedelivery of the products and stabilize and improve the Group’s gross profitmargin.

TheGroup will continue to strengthen the R&D of new materials to furtherreduce the cost of wind turbines.

TheGroup will continue to invest in the R&D of new materials to further reducethe weight and cost of wind turbines while ensuring stable performance. TheGroup plans to promote the use of carbon/glass fibre-hybrid composite materialin wind turbine blades, which can effectively reduce weight and the relevantmaterial costs. At the same time, the Group will seek to innovate the design ofgearboxes, which will further reduce costs of wind turbines.

TheGroup will continue to explore further opportunities with its existing businessand continue to improve the Group’s capability as an integrated solutionsprovider.

With theincreased popularity of renewable energy, the aftermarket businesses forrenewable energy will also become more important. Frost & Sullivan predicts that theaverage age of wind turbines will increase to 8.2 years per MW globally in2026, an increase from 6.9 years per MW in 2021. Frost & Sullivan also predictsthat, from 2017 to 2021, the percentage of wind turbines of over 10 years inChina will increase from 3.2% to 18.2%. By 2026, 25.8% of wind turbines will beover 10 years, which will bring ample market opportunities for wind turbineupgrading and other businesses. The Group has deployed resources to carry outbusinesses such as renovating and upgrading obsolete wind turbines, and willseek to expand the business and provide comprehensive aftermarket services andintegrated solutions to explore further opportunities.

As at 31December 2021, the cumulative capacity of wind turbines that the Group providedoperational and maintenance services on exceeded 33GW. Intelligent operationaland maintenance services help wind farm operators to increase the availabilityof their wind turbines and prevent unexpected equipment failures, therebyincreasing the operating revenue of these wind farms. With the development oftechnologies such as AI and big data, the Group will further improve itsintelligent operational and maintenance service capabilities by, for example,further improving its predictive maintenance capabilities based on the gathereddata.

TheGroup will continue its development and operation of wind and solar farms andexpand its international business to provide diversified sources of income.

As at 31December 2019, 2020 and 2021, the aggregate installed capacity of the Group’sgrid-connected wind and solar farms amounted to 741MW, 1.08GW and 1.19GW,respectively, and the wind and solar farm development and operation businessgenerated a significant amount of revenue and profit for the Group during thesame period. The Group’s wind and solar farm development operation business hasbenefited from its advanced wind turbine technologies, intelligent operationaland maintenance services and the liquidity support brought by the rollingdevelopment model. With the Group’s resource reserves continue to rise, TheGroup will leverage on its rising resource reserves to promote its wind andsolar farm development and operation business in a sustainable manner.

TheGroup will continue to explore the international market. With the help ofR&D and services centres in Hamburg, North Carolina and Copenhagen, theGroup will seek to expand to more international markets with its outstandingwind turbine performance and cost advantages. The Group’s target marketcurrently includes Southeast Asia, Northeast Asia and Europe and South America.

TheGroup will continue to promote a development strategy integrating wind,photovoltaics, power storage and hydrogen.

Backedby its success in the wind turbine manufacturing and wind and solar farmdevelopment and operation businesses, the Group will continue to invest in theR&D of energy storage, hydrogen power and other fields to further developitself as an integrated renewable solutions provider. For example, the Group’sself-developed building-integrated photovoltaics glass has been used as theglass curtain wall of the NationalSpeed Skating Oval and the CapitalMuseum in Beijing. In the future, the Group will continue to expand theapplication of related technologies and products. With regard to the energystorage business, the Group will promote the large-scale application of cleanenergy by increasing the grid compatibility of various complementary energysources. The Group will also develop more energy storage facilities in its windand solar farms to increase the consumption ratio. In the future, the Groupwill combine the R&D of hydrogen power technologies such as electrolysersto further enhance the continuous output and flexibility of renewable energygeneration.

TheGroup will continue to advance its sustainable development and carbonneutrality goal.

As aglobal integrated renewable solutions provider, the Group is committed toproviding smart and green energy. The Group has incorporated carbon neutralityand sustainable development philosophy into its business model and is committedto the mission of “innovating clean energy for the benefit of the society”.Through technological innovations, the Group will provide accessible green andsmart energy to the whole society.

TheGroup will incorporate the carbon neutrality goal into the products’ entirelife cycle, further optimize the product design, production, packaging andlogistics processes, promote the use of advanced digital management platforms,and manage the carbon emissions more precisely during the product life cycle.In addition, the Group will place more environmental considerations whenspecifying its supply chain standards.

TheGroup will continue to promote the carbon neutrality of its operations. It willformulate a carbon emission reduction plan according to local conditions andgradually achieve clean energy consumption at its production bases. The Grouphas committed to making its operational activities carbon neutral by the end of2023. The carbon neutrality goal further demonstrates the Group’s ambition andconfidence in technological innovation and solutions as a leader in smartenergy.

Dividend Policy

After completion of the Offering, the Company maydistribute dividends in the form of cash or stocks. Any proposed distributionof dividends shall be formulated by the Company’s senior management and will besubject to the Board’s and shareholders’approval. A decision to declare or to pay any dividends in the future, and theamount of any dividends, will depend on a number of factors, including theGroup’s results of operations, cash flows, financial condition, payments by itssubsidiaries of cash dividends to the Company, the stage of the Company’sdevelopment, its business prospects, statutory, regulatory and contractualrestrictions on its declaration and payment of dividends and other factors thatthe Board may consider important.

According to the applicable PRC laws and the articlesof association of the Company (the "Articles of Association"), the Company will pay dividends out of its profit after taxonly after it has made the following allocations:

·       recovery of accumulated losses, if any;

·       allocations to the statutory reserve equivalent to10% of its profit after tax, and, when the statutory reserve reaches and ismaintained at or above 50% of its registered capital, no further allocations tothis statutory reserve will be required;

·       allocation, if any, to a discretionary common reservefund an amount approved by the shareholders of the Company in a shareholders’meeting.

Furthermore, as set forth in its Articles of Association, the Company distributesdividends primarily in the form of cash, but may also distribute dividends inthe form of stocks. The Company shall in principle distribute cash dividendsevery fiscal year, and may declare interim dividends as it considersappropriate, provided that the Company records a positive profit for the yearand has positive retained earnings. In principle, the profits for distributionin each fiscal year shall be no less than 10% of the distributable profitsrealised in the same period. According to its Articles of Association, the Company implements atiered cash distribution policy: if the Company has reached a mature stage andthere is no major capital expenditure expected, cash dividends shall accountfor no less than 80% of the overall dividend distribution; if the Company hasreached a mature stage but there is major capital expenditure expected, cashdividends shall account for no less than 40% of the overall dividenddistribution; and if the Company is at a growth stage and there is majorcapital expenditure expected, cash dividends shall account for no less than 20%of the overall profit distribution. For the years ended 31 December 2019, 2020and 2021, the Company distributed cash dividend of RMB0.078, RMB0.1100 andRMB0.2211 per share, respectively. However, the Company is allowed to amend itsArticles of Association with theapproval of more than two thirds of the voting rights held by the shareholdersattending the shareholders’ meetings and there is no assurance that the Companywill distribute the dividends in an amount as specified in the Articles of Association.

Management and Corporate Governance

The Board of Directors is responsible for the generalmanagement of the Company and is accountable to the general meeting. Board meetings include routine board meetings andextraordinary board meetings. A routine board meeting is required to be calledat least twice a year. An extraordinary board meeting may be called upondemand.

The Boardof Directors currently consists of 11 Directors, including four independentnon-executive Directors. A Director serves a term of three years and may seekre-election upon expiry of the said term.

The senior management team consists of:

·       CFO: Mr. LIANG Caifa

·       Vice Presidents: Mr. CHENG Jiawan, Mr. YU Jiangtao, Mr. YANG Pu, Mr. ZHANGZhonghai, Mr. WANG Dongdong, Ms. YI Lingna

·       Secretary of the Board of Directors: Mr. LIU Jianjun.

Corporate Information

Ming YangSmart Energy Group Limited is a joint stock company incorporated in thePeople’s Republic of China with limited liability under the corporate name k1体育官方网站首页|中国有限公司官网 in June 2006 and listed on the Shanghai Stock Exchange understock code 601615 in January 2019.

The Company’sregistered office is located at MingYang Industrial Park, No. 22, Huoju Avenue, Zhongshan Torch High-techIndustrial Development Zone, Zhongshan City, Guangdong, PRC.

For furtherinformation, please visit the website of the Company at http://www.dollhana.com,or contact +86 010 5081 5010.

Disclaimer / ForwardLooking Statements

Thecontents of this announcement have been prepared by and are the soleresponsibility of the Company.

Theinformation contained in this announcement is for background purposes only anddoes not purport to be full or complete nor does it constitute or form part ofany invitation or inducement to engage in investment activity, nor does itconstitute an offer or invitation to buy any securities in any jurisdictionincluding the United States, or a recommendation in respect of buying, holdingor selling any securities. No reliance may be placed by any person for anypurpose on the information contained in this announcement or its accuracy,fairness or completeness.

Thisannouncement is not for publication or distribution, directly or indirectly, inor into the United States (including its territories and possessions, any stateof the United States and the District of Columbia), Australia, Canada, Japan,South Africa or any other jurisdiction where to do so would constitute aviolation of the relevant laws of such jurisdiction. The distribution of thisannouncement may be restricted by laws in certain jurisdictions and personsinto whose possession any document or other information referred to herein comesshould inform themselves about and observe any such restriction. Any failure tocomply with these restrictions may constitute a violation of the securitieslaws of any such jurisdiction.

Thisannouncement is not an offer to sell, or solicitation of an offer to buy,acquire or subscribe for, or otherwise invest in, any securities to any personin the United States (including its territories and possessions, any state ofthe United States and the District of Columbia), Australia, Canada, Japan,South Africa or in any other jurisdiction in which such offer or solicitationwould be unlawful. The Offer GDRs have not been, and will not be, registeredunder the Securities Act, or the securities laws of any State of the UnitedStates and may not be offered or sold in the United States unless registeredunder the Securities Act or pursuant to or an exemption from, or in atransaction not subject to, the registration requirements of the Securities Actand any applicable state or local securities law. The Company has not and doesnot intend to make any public offer of securities in the United States.

Forpersons in any member state of the European Economic Area (the “EEA”), thisannouncement and any offer if made subsequently is only addressed to anddirected at persons who are “qualified investors” (“Qualified Investors”)within the meaning of Article 2(e) of the Regulation (EU) 2017/1129.

Forpersons in the United Kingdom, this announcement and any offer if madesubsequently is only addressed to and directed at persons who are"qualified investors" within the meaning of Article 2(e) ofRegulation (EU) 2017/1129 as it forms part of retained EU law as defined in theEuropean Union (Withdrawal) Act 2018 and who (i) have professional experiencein matters relating to investments falling within Article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2005, asamended (the “Order”), (ii) are high net worth entities who fall within Article 49(2)(a) to (d) of the Order, or (iii) are otherwise persons towhom it may otherwise lawfully be communicated (all such persons being referredto as “relevant persons”).

Thisannouncement must not be acted on or relied on (i) in the United Kingdom, bypersons who are not relevant persons, and (ii) in any member state of the EEA,by persons who are not Qualified Investors. Any investment or investmentactivity to which this announcement relates is available only to and will onlybe engaged with (i) in the United Kingdom, relevant persons, and (ii) in any memberstate of the EEA, Qualified Investors.

Thisannouncement may include statements that are, or may be deemed to be,"forward-looking statements". These forward-looking statements may beidentified by the use of forward-looking terminology, including the terms“believe”, “expect”, “anticipate”, “intend”, “estimate”, “forecast”, “project”,“will”, “may”, “target”, “should” and similar expressions,or, in each case, their negative or other variationsor comparable terminology, or by discussions of strategy, plans, objectives,goals, future events or intentions. Forward-looking statements may and often dodiffer materially from actual results. Any forward-looking statements reflectthe Company's current view with respect to future events and are subject to risksrelating to future events and other risks, uncertainties and assumptionsrelating to the Group's business, results of operations, financial position,liquidity, prospects, growth and strategies. Forward-looking statements speakonly as of the date they are made.

To thefullest extent permitted under applicable laws, the Company and each of theJoint Bookrunners and their respective affiliates expressly disclaims anyobligation or undertaking to update, review or revise any forward lookingstatement contained in this announcement whether as a result of newinformation, future developments or otherwise.

Anysubscription or purchase of Offer GDRs in the proposed Offering should be madesolely on the basis of information contained in the Prospectus which may beissued by the Company in connection with the Offering. The information in thisannouncement is subject to change. Before subscribing for or purchasing anyOffer GDRs, persons viewing this announcement should ensure that they fullyunderstand and accept the risks which will be set out in the Prospectus ifpublished. No reliance may be placed for any purpose on the informationcontained in this announcement or its accuracy or completeness. Thisannouncement shall not form the basis of or constitute any offer or invitationto sell or issue, or any solicitation of any offer to purchase or subscribe forany Offer GDRs or any other securities nor shall it (or any part of it) or thefact of its distribution, form the basis of, or be relied on in connectionwith, any contract therefor.

Thetiming of any offering and Admission may be influenced by a variety of factorswhich include market conditions. The Company may decide not to go ahead withthe proposed Offering and/or Admission and therefore there is no guarantee thatthe Prospectus will be published, the proposed Offering will proceed orAdmission will occur. Potential investors should not base their financialdecision on the Company's intentions in relation to Admission or thisannouncement. Acquiring investments to which this announcement relates mayexpose an investor to a significant risk of losing all of the amount invested.

Personsconsidering making investments should consult an authorised person specialisingin advising on such investments. This announcement does not constitute arecommendation concerning the proposed Offering. The value of GDRs can decreaseas well as increase. Past performance is not a guide to future performance.Information in this announcement cannot be relied upon as a guide to futureperformance. Before purchasing any securities in the Company, persons viewingthis announcement should ensure that they fully understand and accept the riskswhich will be set out in the Prospectus, if published. Potential investors shouldconsult a professional advisor as to the suitability of the proposed Offeringfor the person concerned.

None ofthe Company, the Joint Bookrunners or any of their respective affiliates, orany of their or their affiliates' directors, officers, employees, advisors oragents, accepts any responsibility or liability whatsoever for or makes anyrepresentation or warranty, express or implied, as to the truth, accuracy orcompleteness of the information in this announcement (or whether anyinformation has been omitted from the announcement) or that any transaction hasbeen or may be effected on the terms or in the manner stated herein or as tothe achievement or reasonableness of future projections, management targets,estimates, prospects or returns, if any, or any other information relating tothe Company, its subsidiaries or associated companies, whether written, oral orin a visual or electronic form, and howsoever transmitted or made available orfor any loss howsoever arising from any use of the announcement or its contentsor otherwise arising in connection therewith. The Company, the JointBookrunners and their respective affiliates, accordingly disclaim all and anyliability whether arising in tort, contract or otherwise which they mightotherwise have in respect of this announcement or its contents or otherwisearising in connection therewith.

TheJoint Bookrunners and their affiliates are acting exclusively for the Companyand no-one else in connection with the Offering. They will not regard any otherperson as their respective clients in relation to the Offering and will not beresponsible to anyone other than the Company for providing the protectionsafforded to their respective clients, nor for providing advice in relation tothe Offering, the contents of this announcement or any transaction, arrangementor other matter referred to herein.

UBS AG London Branch isauthorised and regulated by the Financial Market SupervisoryAuthority in Switzerland, and in the United Kingdom is authorised by the UnitedKingdom Prudential Regulation Authority (the “PRA”) andsubject to regulation by the FCA and limited regulation by the PRA. HSBC Bankplc is authorised by the PRA and regulated by the FCA and PRA in the UnitedKingdom. CLSA Limited is licensed by the Securities and Futures Commission ofHong Kong. China International Capital Corporation (UK) Limited is authorisedand regulated by the FCA in the United Kingdom. Haitong InternationalSecurities Company Limited is licensed by the Securities and Futures Commissionof Hong Kong.

Inconnection with the Offering, the Joint Bookrunners and/or any of theirrespective affiliates and/or funds managed by affiliates of the Company actingas an investor for its or their own account(s) may subscribe for the Offer GDRsand, in that capacity, may retain, purchase, sell, offer to sell or otherwisedeal for its or their own account(s) in such Offer GDRs, any other securitiesof the Company or other related investments in connection with the Offering orotherwise. Accordingly, any references in the Prospectus, if published, to theOffer GDRs being issued, offered, subscribed, acquired, placed or otherwisedealt in should be read as including any issue or offer to, or subscription,acquisition, placing or dealing by, the Joint Bookrunners and/or any of theirrespective affiliates and/or funds managed by affiliates of the Company actingin such capacity. In addition, certain of the Joint Bookrunners or theiraffiliates may enter into financing or hedging arrangements (including swaps orcontracts for differences) with investors in connection with which such JointBookrunners (or their affiliates) may from time to time acquire, hold ordispose of GDRs. Neither the Joint Bookrunners nor any of their respectiveaffiliates intend to disclose the extent of any such investment or transactionsotherwise than in accordance with any legal or regulatory obligation to do so.

Inconnection with the Offering, UBSAG London Branch, as the Stabilising Manager (or persons acting on behalfof the Stabilising Manager) may (but will be under no obligation to), to theextent permitted by applicable law, over-allot GDRs or effect other transactionswith a view to supporting the market price of the GDRs at a level higher thanthat which might otherwise prevail in the open market. The Stabilising Managermay make deferred settlement arrangements with one or more investors to facilitateits stabilisation action. However, there is no assurance that the StabilisingManager (or persons acting on behalf of the Stabilising Manager) will undertakeany stabilisation action. Any stabilisation action may begin on the date ofannouncement of the Offer Price and, if begun, may be ended at any time butmust end no later than 30 calendar days thereafter (the “Stabilisation Period”). Anystabilisation action must be undertaken in accordance with applicable laws andregulations. Save as required by law or regulation, the Stabilising Managerdoes not intend to disclose the extent of any over-allotments made and/orstabilisation transactions concluded in relation to the Offering.

Inconnection with the Offering, the Stabilising Manager may, for stabilisationpurposes and subject to entering into the deferred settlement arrangementsdescribed above, over-allot such number of GDRs equivalent to up to USD 50million based on the Offer Price and representing no more than 10% of the totalnumber of GDRs sold in the Offering (excluding the Over-allotment GDRs (asdefined below)). For the purposes of allowing it to cover short positionsresulting from any such over-allotments and/or from sales of GDRs effected byit during the Stabilisation Period, the Stabilising Manager will enter intoover-allotment arrangements pursuant to which the Stabilising Manager may purchaseor procure purchasers for such number of GDRs equivalent to up to USD 50million based on the Offer Price and representing no more than 10% of the totalnumber of GDRs comprised in the Offering (the “Over-allotment GDRs”)excluding the Over-allotment GDRs, at the Offer Price. The over-allotmentarrangements will be exercisable in whole or in part, upon notice by theStabilising Manager, at any time on or before the 30th calendar day after thedate of announcement of the Offer Price. Any Over-allotment GDRs made availablepursuant to the over-allotment arrangements, including for all dividends andother distributions declared, made or paid on the GDRs, will be purchased onthe same terms and conditions as the GDRs being issued or sold in the Offeringand will form a single class for all purposes with the other GDRs.

Unlessotherwise indicated, market, industry and competitive position data are estimates(and accordingly, approximate) and should be treated with caution. Suchinformation has not been audited or independently verified, nor has the Companyascertained the underlying economic assumptions relied upon therein.

Certaindata in this announcement, including financial, statistical, and operatinginformation has been rounded. As a result of the rounding, the totals of datapresented in this announcement may vary slightly from the actual arithmetictotals of such data. Percentages in tables may have been rounded andaccordingly may not add up to 100%.

For theavoidance of doubt, the contents of the Company's website are not incorporatedby reference into, and do not form part of, this announcement.

Information to Distributors

Solelyfor the purposes of the product governance requirements of Chapter 3 of the FCA Handbook ProductIntervention and Product Governance Sourcebook (the “UKProduct Governance Requirements”) and/or any equivalent requirements elsewhere tothe extent determined to be applicable, and disclaiming all and any liability,whether arising in tort, contract or otherwise, which any"manufacturer" (for the purposes of the UK Product GovernanceRequirements) may otherwise have with respect thereto, the Offer GDRs have beensubject to a product approval process, which has determined that such OfferGDRs are (i) compatible with an end target market of retail investors andinvestors who meet the criteria of professional clients and eligiblecounterparties, each as defined in Chapter 3 of the FCA Handbook Conductof Business Sourcebook (“COBS”); and (ii) eligible for distribution through all permitteddistribution channels (the “Target Market Assessment”).

Notwithstandingthe Target Market Assessment, distributors (for the purposes of the UK ProductGovernance Requirements) should note that: the price of the Offer GDRs maydecline and investors could lose all or part of their investment; the OfferGDRs offer no guaranteed income and no capital protection; and an investment inthe Offer GDRs is compatible only with investors who do not need a guaranteedincome or capital protection, who (either alone or in conjunction with anappropriate financial or other adviser) are capable of evaluating the meritsand risks of such an investment and who have sufficient resources to be able tobear any losses that may result therefrom. The Target Market Assessment iswithout prejudice to the requirements of any contractual, legal or regulatoryselling restrictions in relation to the Offering. Furthermore, it is notedthat, notwithstanding the Target Market Assessment, the Joint Bookrunners willonly procure investors who meet the criteria of professional clients andeligible counterparties.

For theavoidance of doubt, the Target Market Assessment does not constitute: (a) anassessment of suitability or appropriateness for the purposes of Chapter 9A or10A, respectively, of COBS; or (b) a recommendation to any investor or group ofinvestors to invest in, or purchase, or take any other action whatsoever withrespect to the Offer GDRs.

Eachdistributor is responsible for undertaking its own target market assessment inrespect of the Offer GDRs and determining appropriate distribution channels.