Ming Yang Smart Energy Group Ltd Resolution of the 2023 Annual General Meeting

RNS Number : 4937P

Ming Yang Smart Energy Group Ltd

22 May 2024

 

 

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)

 

Resolution of the 2023 Annual General Meeting

 

 

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: 22 May 2024

(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	41
2.   The total number of shares carrying voting rights held by shareholders attending the meeting (shares)	709,767,795
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 (%)	32.9948

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. Mr. Zhang Chuanwei, chairman 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.   6 out of the 11 incumbent directors of the Company attended the meeting on-site or online. Mr. Ge Changxin, vice chairman of the company, and Director Mr. Zhang Qiying, Mr. Wang Jinfa, Mr. Zhang Rui, Mr. Zhang Dawei 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. Cheng Yongfeng , supervisor of the Company,  was unable to attend the meeting due to other business arrangements;

3.   Mr. Pan Yongle, the secretary to the Board of the Company, attended the meeting; Mr. Liang Caifa, Chief Financial Officer, Ms. Yi Lingna, Mr. Han Bing and Mr. Ye Fan, vice Presidents of the Company, attended the meeting.

 

II. VOTING RESULTS OF THE RESOLUTION

 

(I) Resolution by non-cumulative poll

1. Resolution on the 2023 Annual Work Report of 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	709,519,495	99.9650	84,000	0.0118	164,300	0.0232

 

2. Resolution on the 2023 Annual Work Report of the Board of Supervisors

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	709,498,995	99.9621	104,500	0.0147	164,300	0.0232

 

3. Resolution on the 2023 Annual Work Report of Independent 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	707,619,995	99.6973	1,983,500	0.2794	164,300	0.0233

 

4. Resolution on the Final Account Report for the Year 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	709,524,695	99.9657	78,800	0.0111	164,300	0.0232

 

5. Resolution on the 2023 Annual Report

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	709,524,695	99.9657	78,800	0.0111	164,300	0.0232

 

6. Resolution on the Proposal on the Preliminary Profit Distribution Plan 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	709,648,595	99.9832	89,200	0.0125	30,000	0.0043

 

7. Resolution on the Proposal on the Remuneration of Non-independent Directors 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	709,606,395	99.9772	161,400	0.0228	0	0.0000

 

8. Resolution on the Proposal on the Remuneration of Independent Directors 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	709,606,795	99.9773	161,000	0.0227	0	0.0000

 

9. Resolution on the Proposal on the Remuneration of Supervisors 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	709,606,795	99.9773	161,000	0.0227	0	0.0000

 

10. Resolution on the Amendments to the Working Rules for Independent 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	667,324,568	94.0201	42,413,227	5.9756	30,000	0.0043

 

11. Resolution on the Amendments to the Related Party Transactions Decision Making Rules

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	667,319,768	94.0194	41,363,327	5.8277	1,084,700	0.1529

 

12. Resolution on the Amendments to the Rules for Management of External Guarantee

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	665,388,968	93.7474	43,314,127	6.1025	1,064,700	0.1501

 

13. Resolution on the Amendments to the Proceeds Management Rules

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	667,324,568	94.0201	41,358,527	5.8270	1,084,700	0.1529

 

14. Resolution on the Proposal on the Company's Provision of Guarantees to Related Parties

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	708,451,594	99.8145	1,316,197	0.1854	4	0.0001

 

15. Resolution on the Proposal on the Estimated Amount of Daily Related Party Transactions of the Company for 2024

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	114,200,328	99.8732	114,900	0.1004	30,000	0.0264

 

16. Resolution on the Proposal on the Estimated External Guarantee Quota of the Company for 2024

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	648,256,488	91.3336	60,456,607	8.5178	1,054,700	0.1486

 

17. Resolution on the Proposal on the Application for Credit Facilities from Financial Institutions for 2024

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	671,835,764	94.6557	36,847,331	5.1914	1,084,700	0.1529

 

18. Resolution on the Proposal on Engaging Foreign Exchange Hedging Business

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	709,658,995	99.9846	78,800	0.0111	30,000	0.0043

 

 

(II) 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 (%)
6	Resolution on the Proposal on the Preliminary Profit Distribution Plan for 2023	319,524,497	99.9627	89,200	0.0279	30,000	0.0094
7	Resolution on the Proposal on the Remuneration of Non-independent Directors for 2023	319,482,297	99.9495	161,400	0.0505	0	0.0000
8	Resolution on the Proposal on the Remuneration of Independent Directors for 2023	319,482,697	99.9496	161,000	0.0504	0	0.0000
14	Resolution on the Proposal on the Company's Provision of Guarantees to Related Parties	318,327,496	99.5882	1,316,197	0.4117	4	0.0001
15	Resolution on the Proposal on the Estimated Amount of Daily Related Party Transactions of the Company for 2024	114,200,328	99.8732	114,900	0.1004	30,000	0.0264
16	Resolution on the Proposal on the Estimated External Guarantee Quota of the Company for 2024	258,132,390	80.7562	60,456,607	18.9137	1,054,700	0.3301
18	Resolution on the Proposal on Engaging Foreign Exchange Hedging Business	319,534,897	99.9659	78,800	0.0246	30,000	0.0095

 

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

 

1.   Special resolution: Resolution 14、16

2.   The resolution for separate counting of votes cast by minority investors: Resolution 6、7、8、14、15、16、18

3.   Resolution involving related shareholder abstention from voting: Resolution 14、15

Names of connected shareholders who should abstain from voting: Resolution 15:Mingyang New Energy Investment Holding Group Co., Ltd., Keycorp Limited, First Base Investments Limited, Wiser Tyson Investment Corp Limited, Zhongshan Ruixin Enterprise Management Consulting Partnership, Mr. Wang Jinfa, Ningbo Boyun Tiancheng Venture Capital Partnership (Limited Partnership), Eternity Peace Company Limited, Lucky Prosperity Company Limited, Mr. Cheng Jiawan, Mr. Wang Dongdong,, Mr. Zhang Chuanwei, Beihai Ruiyue Venture Capital Co., Ltd., Mr. Pan Yongle, Mr. Shen Zhongmin, Ms. Yi Lingna and Mr. Liu Jianjun. Resolution 14: Mr. Yu Jiangtao

 

III. ATTESTATION BY LAWYER

 

1.   The General Meeting was attested by: ZHONG LUN LAW FIRM (北京市中伦（深圳）律师事务所)

Lawyers: Gao Xinbin, Zhou Yuxiang

 

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.

 

Ming Yang Smart Energy Group Limited

22 May 2024

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