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Ming Yang Smart Energy Group Ltd (MYSE) announced on September 2, 2026, that Hainan Boyun Investment Partnership (Limited Partnership), a party acting in concert with the controlling shareholder, plans to dissolve and transfer its 36,647,003 MYSE shares, representing 1.62% of the current total share capital, to its partners, including Actual Controller Chuanwei Zhang who will receive 25,759,618 shares. Concurrently, controlling shareholder Mingyang New Energy Investment Holding Group Co., Ltd. reduced its holding by 6,556,099 shares (0.29%) due to exchangeable bond conversions, while Actual Controller Chuanwei Zhang increased his direct holdings by 1,909,600 shares between December 2023 and February 2024. These aggregate changes, occurring between December 2022 and September 2026, resulted in the Actual Controller and parties acting in concert holding 564,279,367 shares, representing 24.95% of MYSE's current total share capital, a decrease from 25.34%.
| Date | 2 Sept 2026 |
| Time | 12:46:37 |
| Category | Miscellaneous |
| ID | 1398T |
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)
Indicative Announcement on the Proposed Dissolution and Liquidation of a Party Acting in Concert with the Controlling Shareholder, Handling of Non-Trading Transfer of Securities, and Change in Equity Triggering the 5% Threshold
I. Basic information of the Information Disclosure Obligors and their parties acting in concert
1. Identity category
|
Identity of the investors and their parties acting in concert |
☑ Controlling shareholder/Actual Controllers and their parties acting in concert □ Other major shareholders with more than 5% shareholding and their parties acting in concert □ Largest shareholder on a consolidated basis and their parties acting in concert (only applicable if there is no controlling shareholder or Actual Controller) □ Other ______________ (Please specify) |
2. Information of the Information Disclosure Obligors
|
Name of the Information Disclosure Obligor |
Investor's identity |
Unified social credit code |
|
Hainan Boyun Investment Partnership (Limited Partnership) |
□ Controlling shareholder/Actual Controller ☑ Party acting in concert with the controlling shareholder/Actual Controller □ Other direct shareholder |
☑ 91442000MA4UWDPX0G □ N/A |
|
Beihai Ruiyue Venture Capital Co., Ltd. |
□ Controlling shareholder/Actual Controller ☑ Party acting in concert with the controlling shareholder/Actual Controller □ Other direct shareholder |
☑ 91442000MA4UKYYF25 □ N/A |
|
Chuanwei Zhang |
☑ Controlling shareholder/Actual Controller □ Party acting in concert with the controlling shareholder/Actual Controller □ Other direct shareholder |
☑ N/A |
|
Mingyang New Energy Investment Holding Group Co., Ltd. |
☑ Controlling shareholder/Actual Controller □ Party acting in concert with the controlling shareholder/Actual Controller □ Other direct shareholder |
☑ 914420006664946098 □ N/A |
3. Information of parties acting in concert
|
Name of party acting in concert |
Investor's identity |
Unified social credit code |
|
Zhongshan Ruixin Enterprise Management Consulting Partnership (Limited Partnership) |
□ Controlling shareholder/Actual Controller ☑ Party acting in concert with the controlling shareholder/Actual Controller □ Other direct shareholder |
☑ 91442000MA4UWEKE64 □ N/A |
|
First Base Investments Limited |
□ Controlling shareholder/Actual Controller ☑ Party acting in concert with the controlling shareholder/Actual Controller □ Other direct shareholder |
☑Company No.: 1160719 □ N/A |
|
Wiser Tyson Investment Corp Limited |
□ Controlling shareholder/Actual Controller ☑ Party acting in concert with the controlling shareholder/Actual Controller □ Other direct shareholder |
☑Company No.: 1387610 □ N/A |
|
Keycorp Limited |
□ Controlling shareholder/Actual Controller ☑ Party acting in concert with the controlling shareholder/Actual Controller □ Other direct shareholder |
☑Company No.: 1135001 □ N/A |
Mingyang New Energy Investment Holding Group Co., Ltd. (hereinafter referred to as "Energy Investment Group"), Hainan Boyun Investment Partnership (Limited Partnership) (hereinafter referred to as "Hainan Boyun"), Zhongshan Ruixin Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Zhongshan Ruixin"), Beihai Ruiyue Venture Capital Co., Ltd. (hereinafter referred to as "Beihai Ruiyue"), First Base Investments Limited (hereinafter referred to as "First Base"), Wiser Tyson Investment Corp Limited (hereinafter referred to as "Wiser Tyson"), and Keycorp Limited (hereinafter referred to as "Keycorp") are under the control of the Company's Actual Controllers Chuanwei Zhang, Ling Wu, and Rui Zhang, and are therefore parties acting in concert.
II. Basic information on the change in equity triggering the 5% threshold
(I) The party acting in concert with the controlling shareholder plans to handle a non-trading transfer of securities
Hainan Boyun, a party acting in concert with the controlling shareholder of Ming Yang Smart Energy Group Limited (hereinafter referred to as "MYSE" or the "Company"), is a pre-IPO shareholder of the Company and holds 36,647,003 unrestricted tradable shares of the Company, representing 1.62% of the Company's current total share capital (i.e., 2,261,496,706 shares).
On September 2, 2026, the Company received the Liquidation Report from Hainan Boyun. Pursuant to a resolution by all partners of Hainan Boyun, a decision has been made to dissolve and deregister, and the shares of MYSE it holds are planned to be registered under the name of each partner through a non-trading transfer of securities. The specific changes in shareholding are as follows:
|
Transferor |
Transferee |
Number of shares transferred (Shares) |
Number of shares held before transfer (shares) |
Number of shares held after transfer (shares) |
Percentage of the Company's total share capital after transfer |
|
Hainan Boyun |
Beihai Ruiyue |
1,832,351 |
2,262,876 |
4,095,227 |
0.18% |
|
Chuanwei Zhang |
25,759,618 |
1,909,600 |
27,669,218 |
1.22% |
|
|
Jinfa Wang |
3,621,933 |
4,594,620 |
8,216,553 |
0.36% |
|
|
Qiying Zhang |
3,621,933 |
2,600,000 |
6,221,933 |
0.28% |
|
|
Jianjun Liu |
1,811,168 |
464,400 |
2,275,568 |
0.10% |
Note 1: Among the transferees of the above-mentioned non-trading transfer of securities, Beihai Ruiyue is a party acting in concert with the Company's controlling shareholder, Jinfa Wang is a former director of the Company (resigned on August 13, 2025 due to reaching retirement age), Qiying Zhang is a director and Business President of the Company, and Jianjun Liu is the Chief Risk Officer of the Company.
Note 2: The number of shares held by the above-mentioned transferees before the non-trading transfer of securities is the number of shares as of the disclosure date of this Announcement.
(II) Acquisition of shares of MYSE by a party acting in concert with the controlling shareholder, through a non-trading transfer of securities
Among the transferees of this non-trading transfer of securities, Beihai Ruiyue is a company controlled by the Company's Actual Controller, Mr. Chuanwei Zhang. On November 30, 2023, due to the dissolution and liquidation of the Company's former shareholder Xiamen Lianyun Investment Partnership (Limited Partnership) (hereinafter referred to as "Xiamen Lianyun") and the handling of a non-trading transfer of securities, Beihai Ruiyue, as a partner of Xiamen Lianyun, acquired 2,262,876 shares of MYSE. On the same day, Beihai Ruiyue signed a Voting Rights Entrustment Agreement with the Company's controlling shareholder, Energy Investment Group, entrusting the voting rights attaching to the aforesaid 2,262,876 shares to Energy Investment Group. On September 2, 2026, Beihai Ruiyue and Energy Investment Group signed the Termination Agreement of the Voting Rights Entrustment Agreement, terminating the voting rights entrustment relationship between the two parties. Beihai Ruiyue shall independently exercise all full shareholder rights in respect of its shares of MYSE. The termination of this voting rights entrustment will not result in a change of the Company's Controlling shareholder.
Due to the planned dissolution and liquidation of Hainan Boyun and the handling of a non-trading transfer of securities, Beihai Ruiyue will hold a total of 4,095,227 shares of MYSE, accounting for 0.18% of the Company's current total share capital (i.e., 2,261,496,706 shares). Among them, 1,832,351 shares will be acquired through the non-trading transfer of securities handled for the dissolution and liquidation of Hainan Boyun.
(III) Increase in holdings by the Actual Controller in the secondary market and the acquisition of shares of MYSE through a non-trading transfer of securities
From December 2023 to February 2024, Mr. Chuanwei Zhang, the Company's Chairman, CEO (General Manager), and Actual Controller, increased his holdings by 1,909,600 shares of the Company through centralized bidding on the trading system of the Shanghai Stock Exchange, accounting for 0.08% of the Company's total share capital at that time (i.e., 2,271,759,206 shares).
Mr. Chuanwei Zhang is a partner of Hainan Boyun, holding 70.2912% of Hainan Boyun's partnership interest. Upon the proposed dissolution and liquidation of Hainan Boyun and completion of the non-trading transfer of securities, Mr. Chuanwei Zhang will additionally hold 25,759,618 shares of MYSE. His aggregate shareholding in MYSE will amount to 27,669,218 shares, representing 1.22% of the Company's current total share capital (i.e., 2,261,496,706 shares).
(IV) Change in equity due to share conversion under exchangeable corporate bonds non-publicly issued by the controlling shareholder
Energy Investment Group issued the 2023 Non-Publicly Issued Exchangeable Corporate Bonds (Phase I) on October 9, 2023, with an issue size of RMB 424.2 million. The underlying share is MYSE's A-share. The bond abbreviation is "23MYEB1" and the bond code is "137180.SH". It is hereinafter referred to as the "2023 Exchangeable Bonds".
Energy Investment Group issued the 2024 Non-Publicly Issued Exchangeable Corporate Bonds (Phase I) on January 18, 2024, with an issue size of RMB 300 million. The underlying share is MYSE's A-share. The bond abbreviation is "24MYEB1" and the bond code is "137184.SH". It is hereinafter referred to as the "2024 Exchangeable Bonds".
In accordance with relevant regulations and the stipulations in the Prospectus for 2023 Non-Public Issuance of Exchangeable Corporate Bonds (Phase I) to Professional Investors of Mingyang New Energy Investment Holding Group Co., Ltd. and the Prospectus for 2024 Non-Public Issuance of Exchangeable Corporate Bonds (Phase I) to Professional Investors of Mingyang New Energy Investment Holding Group Co., Ltd., the conversion period for the bonds begins on the first trading day after 6 months from the end date of the issuance of this phase of bonds and ends on the trading day before the bond delisting date. That is, the conversion period for the 2023 Exchangeable Bonds is from April 10, 2024 to October 8, 2026, and the conversion period for the 2024 Exchangeable Bonds is from July 19, 2024 to January 17, 2027.
During the conversion period of the 2023 Exchangeable Bonds and 2024 Exchangeable Bonds of Energy Investment Group, due to investors' choice of share conversion, Energy Investment Group passively reduced its shareholding by a cumulative total of 6,556,099 shares, accounting for 0.29% of the Company's current total share capital (i.e., 2,261,496,706 shares).
(V) Shareholding of the Actual Controller and his parties acting in concert after this Change in Equity
After this Change in Equity, the Actual Controller Chuanwei Zhang, the controlling shareholder Energy Investment Group, and their parties acting in concert Zhongshan Ruixin, Beihai Ruiyue, Wiser Tyson, First Base, and Keycorp hold a total of 564,279,367 shares of the Company, accounting for 24.95% of the Company's total share capital, resulting in their shareholding percentage crossing an integral multiple of 5%.
The shareholding of the controlling shareholder and its parties acting in concert before and after this Change in Equity is as follows:
|
Name of investor |
Number of shares before change (in ten thousand shares) |
Percentage before change (%) |
Voting rights percentage before change (%) |
Number of shares after change (in ten thousand shares) |
Percentage after change (%) |
Voting rights percentage after change (%) |
Method of change in equity |
Time frame of change in equity |
|
Entities with direct shareholding changes: |
||||||||
|
Hainan Boyun Investment Partnership (Limited Partnership) |
3,664.7003 |
1.61 |
- |
- |
- |
- |
Non-trading transfer of securities |
Note 3 |
|
Beihai Ruiyue Venture Capital Co., Ltd. |
- |
- |
- |
409.5227 |
0.18 |
0.18 |
Non-trading transfer of securities |
2023/11/30; Note 3 |
|
Chuanwei Zhang |
- |
- |
- |
2,766.9218 |
1.22 |
1.22 |
Increase in holdings in the secondary market, non-trading transfer of securities |
2023/12-2024/2; Note 3 |
|
Mingyang New Energy Investment Holding Group Co., Ltd. |
20,005.1612 |
8.80 |
25.34 |
19,349.5513 |
8.56 |
23.55 |
Resulting from investors of exchangeable bonds choosing to convert their bonds into shares |
2026/1-2026/2 |
|
Entities without direct shareholding changes: |
||||||||
|
Zhongshan Ruixin Enterprise Management Consulting Partnership (Limited Partnership) |
1,780.3587 |
0.78 |
- |
1,780.3587 |
0.79 |
- |
/ |
/ |
|
First Base Investments Limited |
11,947.0011 |
5.26 |
- |
11,947.0011 |
5.28 |
- |
/ |
/ |
|
Wiser Tyson Investment Corp Limited |
15,706.2475 |
6.91 |
- |
15,706.2475 |
6.95 |
- |
/ |
/ |
|
Keycorp Limited |
4,468.3336 |
1.97 |
- |
4,468.3336 |
1.98 |
- |
/ |
/ |
|
Total |
57,571.8024 |
25.34 |
25.34 |
56,427.9367 |
24.95 |
24.95 |
-- |
-- |
Note 1: The period of the above change in equity is from the disclosure by the Company of the Detailed Report on Change in Equity of Ming Yang Smart Energy Group Limited on December 16, 2022 to the date of this Announcement. The percentage before change in equity and voting rights percentage before change in equity are calculated based on the Company's total share capital of 2,272,085,706 shares at that time. Due to factors such as the repurchase and cancellation of restricted stocks granted to but not yet vested for some incentive recipients under the 2019 Restricted Stock Incentive Plan, and the cancellation of some repurchased shares, the Company's current total share capital is 2,261,496,706 shares, which is used as the basis for calculating the percentage after change in equity and voting rights percentage after change in equity.
Note 2: Any discrepancy between the total amount and the sum of individual items above is due to rounding.
Note 3: On September 2, 2026, the Company received the Liquidation Report from Hainan Boyun. The actual timing of the equity change shall be subject to the completion date of the non-trade transfer.
III. Other explanations
1. This Change in Equity occurred during the period from the disclosure of the Detailed Report on Change in Equity of Ming Yang Smart Energy Group Limited on December 16, 2022 to the date of this Announcement, and specifically includes the following: (1) Dissolution and liquidation of Hainan Boyun, a party acting in concert with the controlling shareholder, and the proposed registration of shares in the names of each partner through a non-trading transfer of securities. (2) Increase in holdings by the Company's Actual Controller in the secondary market and the acquisition of shares of MYSE through a non-trading transfer of securities. (3) Acquisition of shares of MYSE by Beihai Ruiyue, a party acting in concert with the controlling shareholder, through a non-trading transfer of securities. (4) Share conversion under exchangeable corporate bonds non-publicly issued by the controlling shareholder, Energy Investment Group. The above matters have resulted in a decrease in the number and percentage of shares of MYSE held in aggregate by the Company's Actual Controllers and their parties acting in concert, and do not trigger a tender offer.
2. This Change in Equity leads to corresponding changes in the equity of the Company's Actual Controllers and their parties acting in concert, but will not cause any change to the Company's controlling shareholder and Actual Controllers, nor will it have a material impact on the Company's governance structure and continuous operation.
3. Among the transferees in this proposed non-trading transfer of securities, Mr. Chuanwei Zhang, the Company's Actual Controller, Chairman and CEO (General Manager); Mr. Jinfa Wang, former Director (resigned on August 13, 2025 due to reaching retirement age); Mr. Qiying Zhang, Director and Business President; and Mr. Jianjun Liu, Chief Risk Officer, shall strictly comply with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies, the Guidelines No. 15 of Shanghai Stock Exchange for Self-Regulation of Listed Companies - Shareholding Reductions by Shareholders, Directors, and Senior Officers, and other relevant laws, administrative regulations, departmental rules, and normative documents.
4. Regarding this matter of change in shareholders' equity, the Information Disclosure Obligors and their parties acting in concert have prepared the Simplified Report on Change in Equity in accordance with relevant regulations. For details, please refer to the Simplified Report on Change in Equity of Ming Yang Smart Energy Group Limited disclosed by the Company on the designated information disclosure media on the same date.
For details, please visit: http://www.rns-pdf.londonstockexchange.com/rns/1398T_1-2026-9-2.pdf
Ming Yang Smart Energy Group Limited
September 2, 2026