21st May 2025 12:44
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 Annual General Meeting of 2024
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: 21 May 2025
(II) Venue of the General Meeting: the conference room on the 5th floor of Ming Yang Smart Energy Group Limited (the "Company"), Ming Yang Industrial Park, No. 22, Torch Avenue, Zhongshan Torch High-tech Industrial Development Zone, Zhongshan City, Guangdong, People's Republic of China
(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 | 1,281 |
2. The total number of shares carrying voting rights held by shareholders attending the meeting (shares) | 759,045,427 |
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 (%) | 35.2983 |
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. 8 out of the 11 incumbent directors of the Company attended the meeting on-site or online. Director Mr. Zhang Qiying, Director Mr. Zhang Rui and Director Mr. Zhang Dawei were unable to attend the meeting due to other business arrangements;
2. All supervisors of the Company attended the meeting on-site;
3. Mr. Wang Chengkui, the secretary to the Board of the Company, attended the meeting; and other senior management of the Company, including Mr. Liu Lianyu (Energy Services Business Line President), Mr. Fang Meng (Chief Financial Officer), Mr. Wang Dongdong (Chief Operating Officer), Mr. Liu Jianjun (Chief Risk Control Officer), Ms. Yi Lingna (Vice President), Mr. Han Bing (Vice President) and Mr. Ye Fan (Vice President) attended the meeting.
II. VOTING RESULTS OF THE RESOLUTION
(I) Resolution by non-cumulative poll
1. Resolution on the Annual Work Report of the Board of Directors 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 | 754,532,393 | 99.4054 | 3,656,034 | 0.4816 | 857,000 | 0.1130 |
2. Resolution on the Annual Work Report of the Board of Supervisors 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 | 754,416,793 | 99.3902 | 3,780,934 | 0.4981 | 847,700 | 0.1117 |
3. Resolution on the Annual Work Report of Independent Directors 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 | 754,384,593 | 99.3859 | 3,988,634 | 0.5254 | 672,200 | 0.0887 |
4. Resolution on the Final Account Report 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 | 754,307,093 | 99.3757 | 4,124,934 | 0.5434 | 613,400 | 0.0809 |
5. Resolution on the 2024 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 | 754,511,693 | 99.4027 | 3,743,034 | 0.4931 | 790,700 | 0.1042 |
6. Resolution on the Shareholders' Return Plan for the Next Three Years (2024-2026)
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 | 754,736,171 | 99.4322 | 3,645,656 | 0.4802 | 663,600 | 0.0876 |
7. Resolution on the Profit Distribution Plan 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 | 754,708,971 | 99.4286 | 3,605,456 | 0.4749 | 731,000 | 0.0965 |
8. Resolution on the Proposal on the Remuneration of Non-independent Directors 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 | 751,519,575 | 99.0085 | 6,692,152 | 0.8816 | 833,700 | 0.1099 |
9. Resolution on the Proposal on the Remuneration of Independent Directors 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 | 753,311,893 | 99.2446 | 4,892,534 | 0.6445 | 841,000 | 0.1109 |
10. Resolution on the Proposal on the Remuneration of the Board of Supervisors 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 | 753,286,493 | 99.2412 | 4,874,834 | 0.6422 | 884,100 | 0.1166 |
11. Resolution on the Proposal 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 | 754,368,371 | 99.3838 | 3,916,156 | 0.5159 | 760,900 | 0.1003 |
12. Resolution on the Proposal on the Estimated Amount of Daily Related Party Transactions of the Company for 2025
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 | 176,104,893 | 97.2608 | 4,189,934 | 2.3140 | 769,700 | 0.4252 |
13. Resolution on the Proposal on the Estimated External Guarantee Quota of the Company for 2025
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 | 709,748,691 | 93.5054 | 48,491,736 | 6.3885 | 805,000 | 0.1061 |
14. Resolution on the Proposal on the Application for Credit Facilities from Financial Institutions for 2025
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 | 734,830,018 | 96.8097 | 23,267,609 | 3.0653 | 947,800 | 0.1250 |
(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 (%) | ||
7 | Profit Distribution Plan for 2024 | 364,584,873 | 98.8245 | 3,605,456 | 0.9772 | 731,000 | 0.1983 |
8 | Proposal on the Remuneration of Non-independent Directors for 2024 | 361,395,477 | 97.9600 | 6,692,152 | 1.8139 | 833,700 | 0.2261 |
9 | Proposal on the Remuneration of Independent Directors for 2024 | 363,187,795 | 98.4458 | 4,892,534 | 1.3261 | 841,000 | 0.2281 |
11 | Proposal on Engaging Foreign Exchange Hedging Business | 364,244,273 | 98.7322 | 3,916,156 | 1.0615 | 760,900 | 0.2063 |
12 | Proposal on the Estimated Amount of Daily Related Party Transactions of the Company for 2025 | 176,104,893 | 97.2608 | 4,189,934 | 2.3140 | 769,700 | 0.4252 |
13 | Proposal on the Estimated External Guarantee Quota of the Company for 2025 | 319,624,593 | 86.6376 | 48,491,736 | 13.1441 | 805,000 | 0.2183 |
(III) Details in relation to the voting results of the resolution
1. Special resolution: Resolution 13
2. The resolution for separate counting of votes cast by minority investors: Resolution 7, 8, 9, 11, 12 and 13
3. Resolution involving related shareholder abstention from voting: Resolution 12
Names of connected shareholders who should abstain from voting: Mr. Zhang Chuanwei, Mr. Liu Jianjun, Mr.Wang Dongdong, Mr. Ye Fan, Mr. Pan Yongle, Mingyang New Energy Investment Holding Group Co., Ltd., Ningbo Boyun Tiancheng Venture Capital Partnership (Limited Partnership), Zhongshan Ruixin Enterprise Management Consulting Partnership, Beihai Ruiyue Venture Capital Co., Ltd., First Base Investments Limited, Wiser Tyson Investment Corp Limited and Keycorp Limited.
III. ATTESTATION BY LAWYER
1. The General Meeting was attested by: ZHONG LUN LAW FIRM
2. Lawyers: Zhou Yuxiang, Liang Hengyu
3. 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
21 May 2025
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Ming Yang Smart