Proposals to 2023 Annual General Meeting of
Ming Yang Smart Energy Group Limited
Guangdong, China
22 May 2024
Proposal 1:2023 Annual Work Report of the Board of Directors
To all shareholders and shareholders' proxies,
In 2023, the Board of Directors of the Company, in accordance with the Company Law, the Securities Law, relevant laws and regulations of the CSRC and the Shanghai Stock Exchange as well as the Articles of Association and the Procedural Rules of the Board of Directors, conscientiously performed the functions of the Board of Directors, exerted the independence of the independent directors, implemented the resolutions of the General Meetings, fulfilled the obligation of information disclosure in a timely manner, and did a good job in various tasks. All directors of the Company fulfilled their duties faithfully, honestly and diligently in line with the rights and obligations conferred by laws, regulations and the Articles of Association, and to provide advice and suggestions for the enhancement of the Company's governance level and operation. The following is a report on its work over the past year:
I. THE OVERALL OPERATIONS OF THE COMPANY IN 2023
The year 2023 was the first year for the implementation of the general principle of the 20th CPC National Congress in an all-round way, an important year for the commencement of building our nation into a modernized socialist country in an all-round way, and a critical linking year for the implementation of the "14th Five-Year" Plan, so it is crucial to do a good job in energy-related work for the year. President Xi Jinping, on behalf of the Chinese government, made a solemn promise that "China will strive to achieve the peak of its carbon dioxide emissions by 2030, and strive to achieve carbon neutrality by 2060". Adjusting and optimizing the energy structure and promoting green and low-carbon transformation are important ways to reduce carbon emissions and achieve carbon neutrality. We should study and implement Xi Jinping's idea of ecological civilization in depth, plan for development and security as a whole, and promote the green and low-carbon transformation of energy in a scientific and orderly manner, so as to provide a solid energy guarantee for high-quality development.
Board of Directors' Performance of its Work
(I) Regulated operation
In 2023, the Company held a total of 10 meetings of the Board of Directors, and the procedures of convening and holding of the meetings, the qualifications of persons attending the
meetings, the qualifications of the convenor and the voting procedures were all in compliance with the relevant provisions of laws, regulations and the Articles of Association, and the resolutions of the meetings were legal and valid. Details are as follows:
No | Session | Date | of | Resolution | |||||||
. | convening | ||||||||||
the | the Resolution Regarding the By-election of Directors | ||||||||||
thirty-sixth | |||||||||||
16 | |||||||||||
meeting | of | ||||||||||
1 | the | second | February | the Resolution Regarding Requesting to Convene the Second | |||||||
session of the | 2023 | ||||||||||
Extraordinary General Meeting in 2023 | |||||||||||
Board | of | ||||||||||
Directors | |||||||||||
the Resolution Regarding Estimate of the Amount of Daily | |||||||||||
Related Party Transactions of the Company for 2023 | |||||||||||
the Resolution Regarding Estimate of the Amount of External | |||||||||||
the | Guarantees of the Company for 2023 | ||||||||||
thirty-seventh | the Resolution Regarding Estimate of the Amount of Credit | ||||||||||
meeting | of | 17 March | Line the Company Applied for from Financial Institutions for | ||||||||
2 | the | second | 2023 | ||||||||
2023 | |||||||||||
session of the | the Resolution Regarding Repurchase and Cancellation of | ||||||||||
Board | of | Restricted Shares that Have been Granted to Certain | |||||||||
Directors | Participants but not yet Unlocked under the 2019 Restricted | ||||||||||
Share Incentive Scheme | |||||||||||
the Resolution Regarding Requesting to Convene a General | |||||||||||
Meeting | |||||||||||
the Work Report of the General Manager for 2022 | |||||||||||
the Work Report of the Board of Directors for 2022 | |||||||||||
the Report on Work of Independent Directors for 2022 | |||||||||||
the Report on the Performance of the Audit Committee under | |||||||||||
the | the Board of Directors for 2022 | ||||||||||
the Final Accounts Report for 2022 | |||||||||||
thirty-eighth | |||||||||||
the Texts of the Annual Report and its Summary for 2022 | |||||||||||
meeting | of | ||||||||||
27 | April | the Annual Internal Control Evaluation Report for 2022 | |||||||||
3 | the | second | |||||||||
2023 | the Special Report on the Deposit and Use of Funds Raised in | ||||||||||
session of the | |||||||||||
2022 | |||||||||||
Board | of | ||||||||||
the Resolution Regarding the Profit Distribution Plan for 2022 | |||||||||||
Directors | |||||||||||
the | Resolution | Regarding | the | Remuneration | for | ||||||
Non-independent Directors for 2022 | |||||||||||
the | Resolution | Regarding | the | Remuneration | for | ||||||
Non-independent Directors for 2022 | |||||||||||
the | Resolution | Regarding the | Remuneration for | Senior |
Management for 2022 | ||||||
the Resolution Regarding Changes in the Accounting Policies | ||||||
the Resolution Regarding Provision for Impairment of Assets | ||||||
the 2022 Environmental, Social and Governance Report of | ||||||
Ming Yang Smart Energy Group Corporation Limited | ||||||
the 2023 First Quarterly Report | ||||||
the Resolution Regarding the Proposed Issuance of Green | ||||||
Medium-term Notes | ||||||
the Resolution Regarding the Formulation of Management | ||||||
System for Information Disclosure of Debt Financing | ||||||
Instruments for Non-Financial Enterprises | ||||||
the Resolution Regarding Amendments to the Implementation | ||||||
Rules for the Audit Committee | ||||||
the Resolution Regarding Requesting to Convene 2022 | ||||||
Annual General Meeting | ||||||
the | ||||||
thirty-ninth | ||||||
meeting | of | 4 | May | the Resolution Regarding the Plan for Repurchasing Shares | ||
4 | the | second | ||||
2023 | through the Way of Centralized Bidding | |||||
session of the | ||||||
Board | of | |||||
Directors | ||||||
the Resolution Regarding Partially Change of Projects Funded | ||||||
with Proceeds Raised | ||||||
the | fortieth | the Resolution Regarding Change of the Registered Capital of | ||||
the Company | ||||||
meeting | of | |||||
the Resolution Regarding Amendments to the Articles of | ||||||
the | second | 18 | July | |||
5 | Association | |||||
session of the | 2023 | |||||
the Resolution Regarding Adjustments to Repurchase Prices | ||||||
Board | of | |||||
for the Restricted Shares of the First Grant and the Reserved | ||||||
Directors | ||||||
Portion under the 2019 Restricted Share Incentive Scheme | ||||||
the Resolution Regarding Requesting to Convene a General | ||||||
Meeting | ||||||
the 2023 Interim Report and its Summary | ||||||
the Special Report on the Deposit and Use of Funds Raised in | ||||||
the forty-first | the Half Year of 2023 | |||||
the Resolution Regarding the Re-appointment of Accounting | ||||||
meeting | of | |||||
Firm | ||||||
the | second | 29 August | ||||
6 | the Resolution Regarding Estimate of the Amount of Newly | |||||
session of the | 2023 | |||||
Added External Guarantees of the Company for 2023 | ||||||
Board | of | |||||
the Resolution Regarding Amendments to the Articles of | ||||||
Directors | ||||||
Association | ||||||
the Resolution Regarding the Amendments to the Rules of | ||||||
Procedures of General Meetings |
the Resolution Regarding the Amendments to the Procedural | |||||||||
Rules of the Board of Directors | |||||||||
the Resolution Regarding Amendments to the Implementation | |||||||||
Rules for the Audit Committee under the Board of Director | |||||||||
the Resolution Regarding Amendments to the Implementation | |||||||||
Rules for the Remuneration and Review Committee under the | |||||||||
Board of Directors | |||||||||
the Resolution Regarding Amendments to the Implementation | |||||||||
Rules for the Nomination Committee under the Board of | |||||||||
Directors | |||||||||
the Resolution Regarding Amendments to the Implementation | |||||||||
Rules for the Strategic Committee under the Board of | |||||||||
Directors | |||||||||
the Resolution Regarding Amendments to the Working Rules | |||||||||
for Chief Executive Officer (General Manager) | |||||||||
the Resolution Regarding Amendments to the Management | |||||||||
System for Holding Shares of the Company by Directors, | |||||||||
Supervisors and Senior Management and the Changes in such | |||||||||
Shareholdings | |||||||||
the Resolution Regarding Amendments to the Internal Audit | |||||||||
System | |||||||||
the Resolution Regarding Re-election of the Board of | |||||||||
Directors of the Company and Election of Candidates for | |||||||||
Non-independent Directors of the Third Session of the Board | |||||||||
of Directors | |||||||||
the Resolution Regarding Re-election of the Board of | |||||||||
Directors of the Company and Election of Candidates for | |||||||||
Independent Directors of the Third Session of the Board of | |||||||||
Directors | |||||||||
the Resolution Regarding Requesting to Convene a General | |||||||||
Meeting | |||||||||
the | |||||||||
forty-second | |||||||||
meeting | of | 11 | the Resolution Regarding the Fulfilment of Conditions for | ||||||
7 | the | second | Septembe | Unlocking of the Third Tranche of the First Grant under the | |||||
session of the | r 2023 | 2019 Restricted Share Incentive Scheme | |||||||
Board | of | ||||||||
Directors | |||||||||
the | first | the Resolution Regarding Election of the Chairman and Vice | |||||||
meeting | of | 26 | Chairman of | the Board | of Directors | and | the Legal | ||
the | third | Representative | |||||||
8 | Septembe | ||||||||
session of the | the Resolution Regarding the Composition of the Special | ||||||||
r 2023 | |||||||||
Board | of | Committees of the Third Session of the Board of Directors | |||||||
Directors | the Resolution | Regarding | Appointment of | Chief | Executive |
Officer (General Manager) of the Company | |||||
the Resolution Regarding Appointment of Other Senior | |||||
Management Personnel of the Company | |||||
the Resolution Regarding Designating a Senior Management | |||||
Personnel to Act as and Perform the Duties of the Secretary to | |||||
the Board of Directors on Behalf | |||||
the Resolution Regarding the Appointment of Representative | |||||
of Securities Affairs | |||||
the Resolution Regarding the Appointment of a Responsible | |||||
Person for the Internal Audit Department of the Company | |||||
the Resolution Regarding Repurchase and Cancellation of | |||||
Restricted Shares that Have been Granted to Certain | |||||
Participants but not yet Unlocked under the 2019 Restricted | |||||
Share Incentive Scheme | |||||
the | second | ||||
meeting | of | 27 | |||
the | third | ||||
9 | October | the 2023 Third Quarterly Report | |||
session of the | |||||
2023 | |||||
Board | of | ||||
Directors | |||||
the Resolution Regarding Completion of the Projects Funded | |||||
with the Proceeds Raised from the Initial Public Offering and | |||||
Perpetually Utilizing the Remaining Proceeds for | |||||
the | third | Replenishment of Working Capital | |||
meeting | of | 14 | the Resolution Regarding Utilization of Partial Idle Proceeds | ||
the | third | Raised for Temporary Replenishment of Working Capital | |||
10 | December | ||||
session of the | the Resolution Regarding Appointment of Secretary to the | ||||
2023 | |||||
Board | of | Board of Directors | |||
Directors | the Resolution Regarding Change of the Registered Capital of | ||||
the Company | |||||
the Resolution Regarding Amendments to the Articles of | |||||
Association |
The decision-making rights of the Board of Directors of the Company were exercised normally, and all Directors fully performed their necessary duties in the decision-making process of the Board of Directors, safeguarding the overall interests of the Company and effectively ensuring the standardized operation of the Company. The Board of Directors of the Company did not make any resolution which was detrimental to the interests of the Company and its shareholders.
In 2023, the Board of Directors convened three extraordinary general meetings and one
annual general meeting. The Board of Directors of the Company, in accordance with the relevant requirements of the Company Law and the Articles of Association and other laws and regulations, earnestly implemented the resolutions of the general meetings, gave full play to the functions of the Board of Directors, improved and enhanced the level of corporate governance, and effectively safeguarded the interests of the listed company and the legitimate rights and interests of all shareholders. Details are as follows:
No. | Session | Date | of | Resolution | ||||||
convening | ||||||||||
2023 | First | 11 | the | Resolution | Regarding | the | Re-appointment | of | ||
1 | Extraordinary | January | ||||||||
Accounting Firm | ||||||||||
General Meeting | 2023 | |||||||||
2023 | Second | 10 March | ||||||||
2 | Extraordinary | the Resolution Regarding the By-election of Directors | ||||||||
2023 | ||||||||||
General Meeting | ||||||||||
the Work Report of the Board of Directors for 2022 | ||||||||||
the Work Report of the Supervisory Committee for 2022 | ||||||||||
the Report on Work of Independent Directors for 2022 | ||||||||||
the Final Accounts Report for 2022 | ||||||||||
the Texts of the Annual Report and its Summary for 2022 | ||||||||||
the Resolution Regarding the Profit Distribution Plan for | ||||||||||
2022 | ||||||||||
the | Resolution | Regarding | the | Remuneration | for | |||||
Non-independent Directors for 2022 | ||||||||||
the Resolution Regarding the Remuneration | for | |||||||||
3 | 2022 | Annual | 25 | May | Independent Directors for 2022 | |||||
General Meeting | 2023 | the Resolution Regarding the Remuneration | for | |||||||
Supervisors for 2022 | ||||||||||
the Resolution Regarding Estimate of the Amount of Daily | ||||||||||
Related Party Transactions of the Company for 2023 | ||||||||||
the Resolution Regarding Estimate of the Amount of | ||||||||||
External Guarantees of the Company for 2023 | ||||||||||
the Resolution Regarding Estimate of the Amount of | ||||||||||
Credit Line the Company Applied for from Financial | ||||||||||
Institutions for 2023 | ||||||||||
the Resolution Regarding the Proposed Issuance of Green | ||||||||||
Medium-term Notes on the Inter-bank Market | ||||||||||
the Resolution Regarding the Re-appointment | of | |||||||||
2023 | Third | 26 | Accounting Firm | |||||||
4 | Extraordinary | September | the Resolution Regarding Estimate of the Increase | in | ||||||
General Meeting | 2023 | Amount of External Guarantees of the Company for 2023 | ||||||||
the Resolution Regarding the Amendments to the Articles |
of Association
the Resolution Regarding the Amendments to the Rules of Procedures of General Meetings
the Resolution Regarding the Amendments to the Procedural Rules of the Board of Directors
the Resolution Regarding Partially Change of Projects Funded with the Proceeds Raised
the Resolution Regarding General Election of the Board of Directors of the Company and Election of Candidates for Non-independent Directors of the Third Session of the Board of Directors
Zhang Chuanwei
Ge Changxin
Zhang Qiying
Wang Jinfa
Zhang Rui
Fan Yuanfeng
Zhang Dawei
the Resolution Regarding General Election of the Board of Directors of the Company and Election of Candidates for Independent Directors of the Third Session of the Board of Directors
Zhu Tao
Liu Ying
Wang Rongchang
Shi Shaobin
the Resolution Regarding General Election of the Supervisory Committee and Election of Candidates for Shareholder Representative Supervisors of the Third Session of the Supervisory Committee
Wang Limin
Zhai Yongjun
(II) Directors' performance of their duties
All the directors were conscientious and diligent, and took the initiative to pay attention to
the Company's daily operation and management, financial condition, major investment and
financing and other matters, and carefully reviewed and thoroughly discussed the resolutions
submitted to the Board of Directors for deliberation, providing advice and suggestions for the
Company's operation and development, which effectively improved the scientificalness of the
decision-making of the Board of Directors, and promoted the sustainable, stable and healthy
development of the Company's production and operation. During the reporting period, no director of the Company raised any objection to the resolutions and other relevant matters considered by the Board of Directors.
The independent directors of the Company independently performed their duties in accordance with the provisions of the Company Law, the Securities Law, the Articles of Association and the Working System for Independent Directors and other laws and regulations, strictly considered the resolutions and made independent, objective and impartial judgments, free from the influence of the Company and the shareholders of the Company, and expressed their independent opinions on important matters, so as to effectively safeguard the interests of the Company and the minority shareholders.
(III) Board special committees' performance of their duties
The special committees of the Company performed their duties in earnest and functioned as special committees in accordance with the relevant working systems. They gave their discussions and considerations to matters such as the preparation of periodic reports, the effectiveness of internal control, major investments and financing, providing professional advice to the Board of Directors for its scientific decision-making.
In 2023, the Audit Committee of the Board of Directors held five meetings, at which the Annual Report for 2022, the 2023 First Quarterly Report, the 2023 Interim Report, the 2023 Third Quarterly Report and other periodic reports, as we as the resolutions in relation to the estimate of daily related party transactions, the profit distribution plan, changes in the accounting policies and provision for impairment of assets, totaling 19 resolutions, were considered and approved; the Remuneration and Review Committee of the Board of Directors held five meetings, at which a total of seven resolutions including the Resolution Regarding the Remuneration for Non-independent Directors for 2022 and the Resolution Regarding the Fulfilment of Conditions for Unlocking of the Third Tranche of the First Grant under the 2019 Restricted Share Incentive Scheme were considered and approved; the Strategic Committee of the Board of Directors held two meetings, at which the Resolution Regarding the Proposed Issuance of Green Medium-term Notes on the Inter-bank Market and the Resolution Regarding the Plan for Repurchasing Shares through the Way of Centralized Bidding were considered and approved; the Nomination
Committee of the Board of Directors held four meetings, at which a total of eight resolutions including the Resolution Regarding By-election of Director and the Resolution Regarding Re-election of the Board of Directors of the Company and Election of Candidates for Non-independent Directors of the Third Session of the Board of Directors were considered and approved.
II. CORPORATE GOVERNANCE
In 2023, the Company continuously improved its corporate governance structure and standardized its operation in strict accordance with the Company Law and other laws and regulations, and the provisions of the Articles of Association, the Rules of Procedures of General Meetings, the Procedural Rules of the Board of Directors, the Procedural Rules of the Supervisory Committee and other internal systems. The powers and duties of the General Meeting, the Board of Directors and the Supervisory Committee of the Company were clearly defined and each of them performed its own duties, forming a scientific and standardized decision-making mechanism and an effective supervision mechanism.
In 2024, the Company will continue to strictly comply with the Company Law, the Securities Law, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, Guidelines for the Corporate Governance of Listed Companies and other relevant laws and regulations in its day-to-day operation and management, to enhance the level of corporate governance and improve the overall standardized operation of the Company, and to further improve the corporate governance structure of the Company and the Company's internal management system, to enhance the quality of the listed company.
III. MAIN WORKING GUIDELINES FOR 2024
The brand-new 2024 is a critical year for Ming Yang's commencement of green and high-quality development and striving to be a world-class enterprise. Ming Yang can still do better, and still needs to accommodate the general trend, respond to the changes, and resolve the risks, embark on a new journey with its 30-year development strategy, to push forward the implementation of a new round of strategies, advance high-end technologies, industrial clusters and application scenarios, and firmly adhere to the main guideline of "three ratios and two forces", so as to navigate the new journey, and strive to be a world-class enterprise.
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Ming Yang Smart Energy Group Ltd. published this content on 29 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2024 13:58:21 UTC.