Change of Registered Capital & Articles Amendment
Ming Yang Smart Energy Group Ltd
24 September 2026
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)
Ming Yang Smart Energy Group Limited
Announcement on Changing the Registered Capital and Amending the Articles of Association
Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Company") convened the 37th meeting of the third Board on September 24, 2026. At the meeting, the Proposal on Changing the Purpose of and Cancelling the Repurchased Shares, the Proposal on Changing the Registered Capital, and the Proposal on Amending the Articles of Association were reviewed and approved. The relevant matters are hereby announced as follows:
I. Relevant information on the change of the Company's registered capital
Upon approval at the 37th meeting of the third Board, the Company intends to change the purpose of 70,023,484 A-shares that have not yet been used in the first repurchase plan (approved at the 39th meeting of the second Board) to cancellation for the purpose of reducing the registered capital. For details, please refer to the Announcement on Changing the Purpose of and Canceling the Repurchased Shares disclosed on the same day.
For the foregoing reasons, the Company's registered capital will be changed from RMB 2,261,496,706 to RMB 2,191,473,222, and the total number of the Company's shares will be changed from 2,261,496,706 to 2,191,473,222.
This matter is subject to deliberation at the Company's Shareholders' Meeting.
II. Relevant information on the amendment to the Articles of Association
Based on the aforementioned proposed change in the Company's registered capital, in accordance with relevant laws, regulations, and normative documents such as the Guidelines for the Articles of Association of Listed Companies and the Regulatory Rules for the Board Secretary of Listed Companies, and in light of the Company's actual circumstances, the Company intends to amend the relevant articles of the Articles of Association as follows:
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Before the amendment |
After the amendment |
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Article 6 The Company's registered capital is RMB 2,261,496,706. |
Article 6 The Company's registered capital is RMB 2,191,473,222. |
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Article 11 For the purpose of the Articles of Association, senior officers refer to the Company's Chief Executive Officer (General Manager), Chief Financial Officer (Person in Charge of Finance), Board Secretary, Vice Presidents, and senior officers as determined by the Board. |
Article 11 For the purpose of the Articles of Association, senior officers refer to the Company's Chief Executive Officer (General Manager), Chief Financial Officer (Person in Charge of Finance), Board Secretary, Vice Presidents, and other senior officers as determined by the Board. |
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Article 21 The number of issued shares of the Company is 2,261,496,706. The share capital structure of the Company is: 2,261,496,706 ordinary shares, with no other classes of shares. |
Article 21 The number of issued shares of the Company is 2,191,473,222. The share capital structure of the Company is: 2,191,473,222 ordinary shares, with no other classes of shares. |
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Article 27 Except as otherwise provided by laws and administrative regulations, the shares of the Company may be freely transferred and shall not be subject to any lien. |
Article 27 The shares of the Company shall be transferred in accordance with the law. |
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Article 48 …… The Shareholders' Meeting may authorize the Board to decide, within three years, on the issuance of shares not exceeding 50% of the issued shares, but capital contributions made with non-monetary property shall be subject to a resolution of the Shareholders' Meeting. The annual Shareholders' Meeting may authorize the Board to decide on the issuance of shares to specific targets with a total financing amount not exceeding RMB 300 million and not exceeding 20% of the net assets at the end of the most recent year. Such authorization shall expire on the date of the next annual Shareholders' Meeting. The Shareholders' Meeting may authorize the Board to pass a resolution on the issuance of corporate bonds. |
Article 48 …… The Shareholders' Meeting may authorize the Board to decide, within three years, on the issuance of shares not exceeding 50% of the issued shares, but capital contributions made with non-monetary property shall be subject to a resolution of the Shareholders' Meeting. The annual Shareholders' Meeting may authorize the Board to decide on the issuance of shares to specific targets with a total financing amount not exceeding RMB 300 million and not exceeding 20% of the net assets at the end of the most recent year. Such authorization shall expire on the date of the next annual Shareholders' Meeting. If the Shareholders' Meeting authorizes the Board to decide on the issuance of new shares, the resolution of the Board shall be approved by more than two-thirds of all directors. The Shareholders' Meeting may authorize the Board to pass a resolution on the issuance of corporate bonds. |
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Article 49 …… (VI) Guarantees provided by the Company to others within one year in an amount exceeding 30% of the Company's total assets as audited in the most recent period; …… |
Article 49 …… (VI) Guarantees provided by the Company to others on a cumulative basis within any consecutive 12-month period in an amount exceeding 30% of the Company's total assets as audited in the most recent period; …… |
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Article 51 …… The time limit of "convening an Extraordinary Shareholders' Meeting within 2 months" as stipulated in Items (III) and (V) above shall be calculated from the date on which the Company's Board receives a written proposal that meets the conditions specified in these rules from the proposing shareholders or the Audit Committee. |
Article 51 …… The time limit of "convening an Extraordinary Shareholders' Meeting within 2 months" as stipulated in Items (III) and (V) above shall be calculated from the date on which the Company's Board receives a written proposal that meets the conditions specified in the Articles of Association from the proposing shareholders or the Audit Committee. |
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Article 62 The convener shall notify all shareholders by public announcement 20 days prior to the convening of an annual Shareholders' Meeting, and shall notify all shareholders by public announcement 15 days prior to the convening of an Extraordinary Shareholders' Meeting. An Extraordinary Shareholders' Meeting shall not make decisions on matters not specified in the notice. |
Article 62 The convener shall notify all shareholders by public announcement 20 days prior to the convening of an annual Shareholders' Meeting, and shall notify all shareholders by public announcement 15 days prior to the convening of an Extraordinary Shareholders' Meeting. |
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Article 74 …… When a Shareholders' Meeting is convened, if the chairperson of the meeting violates the Articles of Association or the Rules of Procedure for Shareholders' Meetings, making it impossible for the meeting to continue, the Shareholders' Meeting may, with the consent of more than half of the attending shareholders with voting rights, elect one person to serve as the chairperson of the meeting and continue the meeting. |
Article 74 …… When a Shareholders' Meeting is convened, if the chairperson of the meeting violates the Articles of Association or the Rules of Procedure for Shareholders' Meetings, making it impossible for the meeting to continue, the Shareholders' Meeting may, with the consent of more than half of the attending shareholders with voting rights, elect one person to serve as the chairperson of the meeting and continue the meeting. |
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Article 88 …… The cumulative voting system shall be adopted when two or more independent directors are elected at a Shareholders' Meeting, or when a single shareholder and its persons acting in concert hold 30% or more of the shares. |
Article 88 …… The cumulative voting system shall be adopted when two or more non-independent directors are to be elected at a Shareholders' Meeting where a single shareholder and its persons acting in concert hold 30% or more of the shares, or when two or more independent directors are to be elected at a Shareholders' Meeting. |
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Chapter V The Board of Directors |
Chapter V Directors and the Board of Directors |
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Article 113 The Chairman shall exercise the following functions and powers: (I) To preside over the Shareholders' Meeting and to convene and preside over the Board meetings; (II) To supervise and inspect the implementation of resolutions of the Board; (III) To nominate candidates for the Company's Board Secretary; (IV) Other powers granted by the Board. …… |
Article 113 The Chairman shall exercise the following functions and powers: (I) To preside over the Shareholders' Meeting and to convene and preside over the Board meetings; (II) To supervise and inspect the implementation of resolutions of the Board; (III) Other powers granted by the Board. …… |
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Article 122 …… A director shall not accept proxies from more than two directors to attend a Board meeting on their behalf. When deliberating matters concerning related-party transactions, a non-connected director shall not entrust a connected director to attend the meeting on their behalf. |
Article 122 …… A director shall not accept proxies from more than two directors to attend a Board meeting on their behalf. An independent director shall not entrust a non-independent director to attend the meeting on their behalf. When deliberating matters concerning related-party transactions, a non-connected director shall not entrust a connected director to attend the meeting on their behalf. |
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Article 123 The Board shall make meeting minutes for the decisions on the matters deliberated at the meeting, and the attending directors shall sign the meeting minutes. …… |
Article 123 The Board shall make meeting minutes for the decisions on the matters deliberated at the meeting, and the attending directors, the Board Secretary, and the minute-taker shall sign the meeting minutes. …… |
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Article 139 …… (3) Other matters prescribed by laws, administrative regulations, the provisions of the China Securities Regulatory Commission, and these Articles of Association.Where the Board does not adopt, or does not fully adopt, the recommendations of the Nomination Committee, it shall record the opinions of the Nomination Committee and the specific reasons for non-adoption in the Board resolution, and shall make disclosure thereof. |
Article 139 …… (3) Other matters prescribed by laws, administrative regulations, the provisions of the China Securities Regulatory Commission, and these Articles of Association. In nominating directors, the Nomination Committee adheres to the principle of meritocracy, while also emphasizing a diversified composition of Board members in terms of gender, age, professional background, and industry experience, so as to enhance decision-making quality and governance standards. Where the Board does not adopt, or does not fully adopt, the recommendations of the Nomination Committee, it shall record the opinions of the Nomination Committee and the specific reasons for non-adoption in the Board resolution, and shall make disclosure thereof. |
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Article 142 The Company shall have one Chief Executive Officer (General Manager), who shall be appointed or dismissed by the Board. The Company shall have one Chief Financial Officer (Person in Charge of Finance), one Board Secretary, several Vice Presidents, and several other senior officers as determined by the Board, who shall be appointed or dismissed by the Board. The Company's Chief Executive Officer (General Manager), Chief Financial Officer (Person in Charge of Finance), Board Secretary, Vice Presidents, and other senior officers as determined by the Board are all senior officers of the Company. |
Article 142 The Company shall have one Chief Executive Officer (General Manager), who shall be appointed or dismissed by the Board. The Company shall have one Chief Financial Officer (Person in Charge of Finance), one Board Secretary, several Vice Presidents, and several other senior officers as determined by the Board, who shall be appointed or dismissed by the Board. |
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Article 146 …… (VII) To decide on the appointment or dismissal of management personnel other than those who shall be appointed or dismissed by the Board; …… |
Article 146 …… (VII) To decide on the appointment or dismissal of management personnel other than those who shall be appointed or dismissed by the Board; …… |
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Article 150 The Chief Financial Officer (Person in Charge of Finance), the Board Secretary, and other senior officers shall be nominated by the Chief Executive Officer (General Manager) and appointed or dismissed by the Board. The Board Secretary may also be nominated by the Chairman of the Board. The nominator shall submit to the Board detailed information about the candidate, including educational background, work experience, shareholdings in the Company, relationship with the Company, shareholders, actual controllers, and other directors and senior officers, whether the candidate has been subject to penalties by the CSRC and other relevant authorities or disciplinary actions by a stock exchange, and whether there are any circumstances under which the candidate is disqualified from serving as a senior officer of a listed company as stipulated in the Company Law and other laws, regulations, and regulatory provisions. When proposing the dismissal of the Chief Financial Officer (Person in Charge of Finance), the Board Secretary, or other senior officers, the Chief Executive Officer (General Manager) shall submit the reasons for dismissal to the Board. The Chief Financial Officer (Person in Charge of Finance), the Board Secretary, and other senior officers may resign before the expiration of their term of office. The specific procedures and methods for the resignation of the Chief Financial Officer (Person in Charge of Finance), the Board Secretary, and other senior officers shall be stipulated in the labor contracts between them and the Company. The Chief Financial Officer (Person in Charge of Finance), the Board Secretary, and other senior officers shall assist the Chief Executive Officer (General Manager) in the daily operation and management of the Company. |
Article 150 The Chief Financial Officer (Person in Charge of Finance), the Board Secretary, Vice Presidents, and other senior officers as determined by the Board shall be nominated by the Chief Executive Officer (General Manager) and appointed and dismissed by the Board. The Board Secretary may also be nominated by the Chairman of the Board. The nominator shall submit to the Board detailed information about the candidate, including educational background, work experience, shareholdings in the Company, relationship with the Company, shareholders, actual controllers, and other directors and senior officers, whether the candidate has been subject to penalties by the CSRC and other relevant authorities or disciplinary actions by a stock exchange, and whether there are any circumstances under which the candidate is disqualified from serving as a senior officer of a listed company as stipulated in the Company Law and other laws, regulations, and regulatory provisions. When proposing the dismissal of the Chief Financial Officer (Person in Charge of Finance), the Board Secretary, Vice Presidents, or other senior officers as determined by the Board, the Chief Executive Officer (General Manager) shall submit the reasons for dismissal to the Board. Other senior officers shall assist the Chief Executive Officer (General Manager) in the daily operation and management of the Company. Senior officers may resign before the expiration of their term of office. The specific procedures and methods for the resignation of senior officers shall be stipulated in the labor contracts between the senior officers and the Company. |
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Article 151 The Company shall have a Board Secretary, who shall be a natural person with the necessary professional knowledge and experience, appointed by the Board, and shall be responsible for matters such as the preparation of the Company's Shareholders' Meetings and Board meetings, document custody, management of the Company's shareholder information, and handling information disclosure affairs. A director or other senior officers of the Company may concurrently serve as the Board Secretary of the Company. The Board Secretary shall abide by relevant laws, administrative regulations, departmental rules and the Articles of Association. |
Article 151 The Company shall have a Board Secretary, who shall be appointed by the Board. The Board Secretary shall have good professional ethics and personal integrity, be familiar with securities laws, regulations, and the business rules of the Shanghai Stock Exchange, have more than five years of work experience in finance, accounting, auditing, legal compliance, financial practice, or other areas related to the performance of the duties of a Board Secretary, or have obtained a legal professional qualification certificate and have more than five years of work experience, or have obtained a certified public accountant certificate and have more than five years of work experience. The Board Secretary shall be appointed by the Board, and the Nomination Committee of the Board shall select and review candidates for the position of Board Secretary and their qualifications, and make recommendations to the Board. The Board Secretary shall be responsible to the Company and the Board, and be in charge of the Company's information disclosure affairs, corporate governance, investor relations management, organization of Shareholders' Meetings and Board meetings, management of documents and shareholder information, and liaison with securities regulatory agencies and the Shanghai Stock Exchange. The Board Secretary has the right to understand the Company's financial and operating conditions, participate in relevant meetings involving information disclosure, consult relevant documents, and require relevant departments and personnel of the Company to provide relevant materials and information in a timely manner. If the Board Secretary discovers that the Company has failed to fulfill its information disclosure obligations as required, that the deliberation procedures for major matters are non-compliant, or that there are other violations of laws and regulations during the performance of their duties, they shall promptly report to the Board and the Shanghai Stock Exchange. The Board Secretary shall not concurrently serve as the General Manager, a Vice President in charge of business operations, or the Chief Financial Officer (Person in Charge of Finance). If the Board Secretary holds other positions in the Company, the duties of the Board Secretary and other positions shall be clearly distinguished to ensure that he/she has sufficient time and energy to independently perform the duties of the Board Secretary. During the vacancy of the position of the Board Secretary, the Chairman of the Board shall perform the duties of the Board Secretary on an acting basis. The Company shall complete the appointment of a new Board Secretary within six months from the date of departure of the former Board Secretary. The Board Secretary shall abide by relevant laws, administrative regulations, departmental rules and the Articles of Association. |
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Article 187 …… In the event of a division of the Company, the parties to the division shall enter into a division agreement, and a balance sheet and a property inventory shall be prepared. The Company shall notify its creditors within 10 days from the date of the resolution on the division and shall make a public announcement on the media designated by the Company or on the National Enterprise Credit Information Publicity System within 30 days. |
Article 187 …… In the event of a division of the Company, a division plan shall be formulated in accordance with the law, and a balance sheet and a property inventory shall be prepared. The Company shall notify its creditors within 10 days from the date of the resolution on the division and shall make a public announcement on the media designated by the Company or on the National Enterprise Credit Information Publicity System within 30 days. |
Except for the amendments to the above clauses, other clauses of the Articles of Association remain unchanged. The final revised content shall be subject to the approval of the market supervision and administration authority.
This proposal is subject to deliberation and approval by the Shareholders' Meeting. After approval by the Shareholders' Meeting, the management and its authorized persons shall be authorized to handle the procedures for approval, registration, filing, and consent with relevant authorities regarding the change of the Company's registered capital and the amendment to the Articles of Association, including but not limited to filing the amendment to the Articles of Association; signing, executing, amending, and completing documents submitted to relevant authorities, organizations, and individuals; and all other necessary, proper, or appropriate acts and matters related to this change of the Company's registered capital and amendment to the Articles of Association.
Ming Yang Smart Energy Group Limited
September 24, 2026
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