9th Sep 2025 11:07
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 Second Extraordinary General Meeting of 2025
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: 9 September 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 | 777 |
2. The total number of shares carrying voting rights held by shareholders attending the meeting (shares) | 894,863,801 |
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 (%) | 41.6143 |
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 of the Company. According to the Company's "Rules of Procedure for General Meeting": "The Chairman shall serve as the chairperson to preside over the General Meeting. If the Chairman is unable or fails to perform such duties, the Vice Chairman shall serve as the chairperson to preside over the General Meeting; if the Vice Chairman is unable or fails to perform such duties, a director jointly recommended by a majority of the directors shall serve as the chairperson to preside over the General Meeting." As Mr. Zhang Chuanwei, the Chairman of the Company, was unable to attend this General Meeting due to official business, and Mr. Ge Changxin resigned from his position as Vice Chairman, Mr. Fan Yuanfeng, a director jointly recommended by a majority of the directors, presided over the Second Extraordinary General Meeting of 2025. The meeting is conducted and voted on through a combination of on-site voting and online voting. The convening and holding of the meeting comply with the provisions of the Company Law and the Articles of Association.
(V) Attendance of the Directors, supervisors of the Company and secretary to the Board
1. 4 out of the 8 incumbent directors of the Company attended the meeting on-site or online. Chairman of the board Mr. Zhang Chuanwei, Director Mr. Zhang Qiying, Director Mr. Zhang Rui and Independent Director Mr. Zhu Tao 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. Mr. Cheng Yongfeng, supervisor of the Company, was unable to attend the meeting due to other business arrangements;
3. Mr. Wang Chengkui, the secretary to the Board of the Company, attended the meeting; and other senior management of the Company, including Mr. Fang Meng (Chief Financial Officer), Ms. Yi Lingna (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 Amendments to the Articles of Association
Result after consideration: approved
Voting results:
Class of shareholders | Affirmative | Dissenting | Abstaining | |||
Number of votes | Percentage (%) | Number of votes | Percentage (%) | Number of votes | Percentage (%) | |
A share | 841,952,124 | 94.0871 | 52,762,977 | 5.8962 | 148,700 | 0.0167 |
2. Resolution on the Abolishment of Supervisory Committee and Repeal of the Rules of Procedure for Supervisory Committee
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 | 892,463,267 | 99.7317 | 2,250,234 | 0.2514 | 150,300 | 0.0169 |
3. Resolution on the Amendments to the Rules of Procedure for General Meetings
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 | 870,443,264 | 97.2710 | 24,270,237 | 2.7121 | 150,300 | 0.0169 |
4. Resolution on the Amendments to the Working Rules for Online Voting of the General Meeting
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 | 870,411,564 | 97.2674 | 24,276,137 | 2.7128 | 176,100 | 0.0198 |
5. Resolution on the Amendments to the Rules of Procedure for the Meetings of 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 | 870,378,264 | 97.2637 | 24,307,337 | 2.7163 | 178,200 | 0.0200 |
6. 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 | 870,407,564 | 97.2670 | 24,274,037 | 2.7125 | 182,200 | 0.0205 |
7. Resolution on the Amendments to the Code of Conduct for Controlling Shareholders and Actual Controllers
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 | 870,400,042 | 97.2662 | 24,285,059 | 2.7138 | 178,700 | 0.0200 |
8. 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 | 870,421,964 | 97.2686 | 24,262,137 | 2.7112 | 179,700 | 0.0202 |
(II) Resolution by cumulative poll
9. Resolution on the Election of Non-Independent Director Candidates for the Third Session of the Board of Directors
Voting results:
Resolution No. | Resolution | Number of votes | Percentage (%) | Election results |
9.01 | Zhang Chao | 838,197,957 | 93.6676 | Elected |
9.02 | Lin Maoliang | 885,039,673 | 98.9021 | Elected |
(III) Voting results of shareholders with less than 5% share interest in relation to material items
Resolution No. | Resolution | Number of votes | Percentage (%) | Election results |
9.00 | Resolution on the Election of Non-Independent Director Candidates for the Third Session of the Board of Directors | |||
9.01 | Zhang Chao | 448,073,859 | 88.7732 | Elected |
9.02 | Lin Maoliang | 494,915,575 | 98.0536 | Elected |
(IV) Details in relation to the voting results of the resolution
1. Special resolution: Resolution 1,2,3 and 5
2. The resolution for separate counting of votes cast by minority investors: Resolution: 9
3. Resolution involving related shareholder abstention from voting: Nil
Names of connected shareholders who should abstain from voting: Nil
III. ATTESTATION BY LAWYER
1. The General Meeting was attested by: ZHONG LUN LAW FIRM
2. Lawyers: Zhou Yuxiang, Cai Tengfei
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
9 September 2025
Related Shares:
Ming Yang Smart