MING YANG SMART ENERGY GROUP LIMITED

(GDR under the symbol: "MYSE")

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

Announcement on Adjustment to the Total Cash Dividends for 2023 Profit Distribution

 

Important Notice :

l  In accordance with the principle of maintaining a cash dividend of RMB3.0410 (tax inclusive) per 10 shares, the Company adjusted the total cash dividends for profit distribution in 2023 from RMB656,431,695.96 (tax inclusive) to RMB653,959,210.91 (tax inclusive).

 

l  Reasons for adjustment: From the date of announcement of the 2023 profit distribution plan to the date of disclosure of this adjustment announcement, (1) the restricted shares held by the former incentive participants under the Share Incentive Scheme of the Company that have been granted but not yet unlocked have been repurchased and cancelled; (2) During the above period, the Company repurchased the Company's shares through the Shanghai Stock Exchange trading system in a centralized bidding transaction. As of the date of disclosure of this announcement, the number of shares in the special repurchase securities account of the Company is 121,119,984 shares, which will not be involved in this profit distribution. The Company adjusts the total distribution amount accordingly based on the principle of maintaining the distribution ratio unchanged.

 

I.  Contents of profit distribution plan before adjustment

 

The Company held the eighth meeting of the third session of Board of Directors and the sixth meeting of the third session of Board of Supervisors on 25 April 2024, and considered and approved the Resolution on Profit Distribution Plan for the Year 2023 as follows:

 

As considered and approved at the sixth meeting of the third session of the Board of Directors of the Company held on 28 February 2024, the Company proposed to repurchase and cancel 165,000 restricted shares held by 7 former incentive participants, which had been granted but not yet unlocked. Since such repurchase and cancellation procedures are expected to be completed before the record date for entitlement distribution, such shares will not be involved in this profit distribution. From 4 May 2023 to 2 February 2024, the Company repurchased 89,813,484 shares of the Company through centralized bidding transactions (the "First Tranche of Share Repurchase"). On 21 February 2024, the Company disclosed that it had repurchased the Company's shares (second tranche) through centralized bidding transactions (the "Second Tranche of Share Repurchase"), with the repurchase period not exceeding 3 months from 19 February 2024. As of 22 April 2024, the Second Tranche of Share Repurchase has reached 1%, and the Company has repurchased a total of 23,176,000 shares through centralized bidding transactions. The above-mentioned shares in such special repurchase account of the Company will not be involved in this profit distribution.

 

After careful consideration, the Company proposed to distribute a cash dividend of RMB3.0410 (tax inclusive) for every 10 shares to all shareholders based on the total share capital registered on the record date for equity distribution, deducting the restricted shares that are expected to be repurchased and canceled and the share balance in the special repurchase account of the Company on the record date in 2023. Based on the Company's current total share capital of 2,271,759,206 shares, the total cash dividends proposed to be distributed for 2023 were RMB656,431,695.96 (tax inclusive). No bonus issue or conversion of capital reserve into share capital would be made for the year. The ratio of cash dividends to net profit attributable to shareholders of the parent company for the year was 176.25%.

 

If the share capital of the Company available for profit distribution changes as a result of repurchase and cancellation of shares under share incentive scheme, changes in the Company's share repurchase, issuance of additional shares under non-public offering, change of shares under major asset reorganization, etc., prior to the record date for implementation of the entitlement distribution, the Company intends to maintain the distribution ratio per share unchanged, and to adjust the total amount of distribution accordingly, and the Company will make further announcement to disclose the details of such adjustments.

 

This profit distribution plan has been considered and approved at the 2023 annual general meeting.

 

II.  Contents of the Adjusted Profit Distribution Plan

 

The Company has completed the repurchase and cancellation of 165,000 restricted shares which had been granted but not yet unlocked held by former incentive participants under the Share Incentive Scheme on 3 June 2024, as detailed in the "Announcement on the Implementation of the Repurchase and Cancellation of Certain Equity Incentive Restricted Shares" disclosed by the Company in the designated information disclosure media on 30 May 2024.

 

From the date of the announcement of profit distribution plan for the year 2023 to the date of disclosure of this adjustment announcement, the Company repurchased the Company's shares through the Shanghai Stock Exchange trading system in a centralized bidding transaction. As of the date of disclosure of this announcement, the number of shares in the special repurchase securities account of the Company is 121,119,984 shares

 

Based on the above, for the year of 2023, the Company proposed to take the total share capital registered on the record date for equity distribution, deducting the share balance in the special repurchase account of the Company on the record date as the base, and if the share capital of the Company available for profit distribution changes as a result of repurchase and cancellation of shares under share incentive scheme, changes in the Company's share repurchase, issuance of additional shares under non-public offering, change of shares under major asset reorganization, etc., prior to the record date for implementation of the entitlement distribution, the Company intends to maintain the distribution ratio per share unchanged, and to adjust the total amount of distribution accordingly.

 

Calculated on the basis of the total share capital of the Company of 2,271,594,206 shares as at 5 June 2024, deducting 121,119,984 shares in the special repurchase account, this profit distribution is proposed to distribute a cash dividend of RMB3.0410 (tax inclusive) for every 10 shares to all shareholders, and on such basis, the total cash dividend proposed to be distributed was RMB653,959,210.91 for the year 2023. The details are subject to the results of the implementation of the equity distribution.

 

 

Ming Yang Smart Energy Group Limited

5 June 2024