2023 ANNUAL REPORT

Stock Code: 601615

Stock abbreviation: MYSE

Ming Yang Smart Energy Group Limited

2023 ANNUAL REPORT

1 / 103

2023 ANNUAL REPORT

IMPORTANT NOTICE

I. The board of directors (the "Board"), the supervisory committee and the directors (the "Directors"), supervisors and senior management of the Company confirm that the information contained in this annual report is true, accurate, and complete without any false and misleading statements or material omissions, and severally and jointly accept legal responsibility for the above.

II. All Directors of the Company attended the Board meeting.

  1. Grant Thornton (Special General Partnership) has issued an auditors' report with standard unqualified opinions for the Company.

IV. Zhang Chuanwei, the Chairman of the Company, Liang Caifa, the Chief Financial Controller and Zhang Feng, the Person in charge of Accounting Department (the Accounting manager), warrant the truthfulness, accuracy and completeness of the financial statements set out in the annual report.

V. Profit distribution proposal or proposal for conversion of capital reserve to the share capital during the reporting period approved by the Board by resolutions

The net profit attributable to the shareholders of the parent company for the year 2023 was RMB372,451,216.45, of which the net profit realized by the parent company for the year 2023 was RMB433,835,215.73, and the cumulative profit available for distribution of the parent company was RMB488,412,457.91.

The profit distribution proposal for the year 2023 is 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, the Company was proposed to repurchase and cancel 165,000 restricted shares held by 7 former incentive participants, which had been granted but not yet unlocked. Since the 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. During 4 May 2023 to 2 February 2024, the Company has repurchased 89,813,484 shares of the Company through centralized bidding transactions (the First Repurchase). As of 21 February, 2024, the Company has announced its second repurchase plan (the Second Repurchase) with a period that will not exceed 3 months from 19 February, 2024. As of 22 April 2024, the percentage of the Second Repurchase reached 1% with an aggregate of 23,176,000 shares of the Company through centralized bidding transactions. The shares in the Company's specific repurchase account will not be involved in the current 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 equity registration date for equity distribution, deducting the restricted shares that are expected to be repurchased and canceled and the share balance in the Company's repurchase special account on the equity registration 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 same distribution ratio per share, and to adjust the total amount of the distribution accordingly, which will be specified in the announcement on implementation of the entitlement distribution.

The implementation of the profit distribution plan mentioned above is subject to consideration and approval at the 2023 annual general meeting of the Company.

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2023 ANNUAL REPORT

VI. Risk statements on forward-looking statements

√Applicable □Not Applicable

Forward-looking statements, including forecasts of the future industry, the Company's development strategy and business objectives, contained in this report do not represent the Company's profit forecasts, nor do they constitute a material commitment by the Company to investors, so investors are advised to pay attention to investment risks.

VII. Is there any embezzlement of non-operating funds by the controlling shareholder(s) and other related parties

No

VIII. Is there any decision-making procedure in violation of any provisions for providing external guaranty

No

IX. Whether more than half of the Directors cannot guarantee the authenticity, accuracy and completeness of the annual report disclosed by the Company

No

X. Notice of Significant Risks

The risks that the Company may face are described in detail in "Section III Management Discussion and Analysis" of this report, and investors are advised to pay attention to the relevant contents.

XI. Other

√Applicable □Not Applicable

Responsibility Statement

For the purposes of the United Kingdom's Financial Conduct Authority's Disclosure Guidance and Transparency Rule 4.1.12(3), each Director of the Company named in the section "Directors, supervisors and senior management" of this report, to the best of his or her knowledge, confirms that

  • the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
  • the annual report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

3 / 103

2023 ANNUAL REPORT

Contents

I Definitions

5

II Company Profile and Major Financial Indicators

6

III Management Discussion and Analysis

11

IV Corporate Governance

31

V Environmental and Social Responsibility

62

VI Significant Events

68

VII Changes in Shareholding of Shares and Information of Shareholders

91

VIII Information on Preferred Shares

100

IX Information on Bonds

101

X Financial Report

103

Documents

Available for

Inspection

Accounting statements signed and sealed by the Legal Representative, the Chief Financial Controller and the Person in charge of Accounting Department

Original audit report containing the seal of the accounting firm and the signature and seal of the certified public accountant.

All original copies of the Company's documents and the original drafts of the Company's announcements as publicly disclosed in the newspaper designated by the CSRC during the reporting period.

4 / 103

2023 Annual Report

Section I

Definitions

I. DEFINITIONS

Unless otherwise stated in context, the following terms should have the following meanings in this report:

Definitions of frequently-used terms

Ming Yang Smart, the

Ming Yang Smart Energy Group Limited (明阳智慧能源集团股份公司), formerly known

as China Ming Yang Wind Power Group Limited (广东明阳风电产业集团有限公司) and

Company

Guangdong Ming Yang Wind Power Technology Co., Ltd. (广东明阳风电技术有限公司)

China Ming Yang

China Ming Yang Wind Power Group Limited (中国明阳风电集团有限公司), formerly

known as China Wind Power Equipment Group Limited

(中国风电设备集团有限公司)

de facto controllers

Zhang Chuanwei, Wu Ling, Zhang Rui

Energy Investment

Ming Yang New Energy Investment Holding Group Limited (明阳新能源投资控股集团有

Group

限公司), the controlling shareholder of the Company

Zhongshan Ruixin

Zhongshan Ruixin Enterprise Management Consulting Partnership (Limited Partnership) (中

山瑞信企业管理咨询合伙企业（有限合伙）), the related shareholder of the Company

Ningbo Boyun Tiancheng Venture Capital Partnership (Limited Partnership) (宁波博蕴天成

创业投资合伙企业（有限合伙）) (formerly known as Xiamen Bohui Yuncheng Investment

Ningbo Boyun

Partnership (Limited Partnership) ( 厦门博惠蕴成投资合伙企业（有限合伙）)),

Gongqingcheng Boyun Investment Partnership (Limited Partnership) (共青城博蕴投资合伙

企业（有限合伙）) and Zhongshan Bochuang Enterprise Management Consulting Partnership

(Limited Partnership) (中山博创企业管理咨询合伙企业（有限合伙）), the related

shareholder of the Company

Xiamen Lianyun Investment Partnership (Limited Partnership) (厦门市联蕴投资合伙企业

（有限合伙）) (formerly known as Gongqingcheng Lianyun Investment Partnership

Xiamen Lianyun

(Limited Partnership) (共青城联蕴投资合伙企业（有限合伙）)) and Zhongshan Lianchuang

Enterprise Management Consulting Partnership (Limited Partnership) (中山联创企业管理

咨询合伙企业（有限合伙）), the employee shareholding platform of the Company

(cancelled)

Keycorp

Keycorp Limited, the related shareholder of the Company

First Base

First Base Investments Limited, the related shareholder of the Company

Wiser Tyson

Wiser Tyson Investment Corp Limited, the related shareholder of the Company

Wind Power

Converting wind power into electricity by utilizing wind power to drive the fan blades to

Generation

rotate and drive the generator to generate electricity through the transmission system

Wind Farm

A power station consisting of a group of wind turbines or clusters of wind turbines

Wind Turbine

A device

that

converts

the

kinetic energy of the wind

into electrical

energy: generally

Generator Set, Wind

composed

of

blades,

hubs,

gearboxes, generators, nacelles, towers,

control systems,

Turbines, WTGs, Wind

converters, etc.

Turbine Generator

Also known as green energy, it refers to energy that does not emit pollutants and can be used

Clean Energy

directly for productive and livelihood purposes, including nuclear energy and "renewable

energy"

Grid-Connected

The installed capacity of WTGs that have been connected to the grid after completion of

Installed Capacity

installation and commissioning.

New Installed Capacity

The annual increase in installed capacity of WTGs that have been installed without regard to

whether or not they are ready to be connected to the grid for power generation

Wind Power

The phenomenon of some wind farm turbines suspending or restricting their connection to

Abandonment and

the grid due to insufficient acceptance capacity of the local power grid when the turbines are

Limited Electricity

under normal conditions during the wind power development stage

Supply

The three-bladed wind turbines of Ming Yang Super Energy series developed on the basis of

SCD technology, which are developed and designed by the Company for wind farms with

MySE

low wind speeds, mountainous terrain, offshore and other complex natural environment

characteristics, with high efficiency, high reliability, small size, light weight, and are easy for

transportation, lifting and installation

MW and GW

units of electrical power, with the conversion of 1GW = 1,000MW

KV, kV

kV is a unit of voltage, pronounced kilovolt, 1kV = 1000V.

rpm

Short for Revolution/Minute, = r/min = revolutions per minute = rpm

MWp、MWP

MWp is a set unit of installed capacity

EPC

Engineering Procurement Construction

GDR

Global Depositary Receipts

CSRC

China Securities Regulatory Commission

5 / 103

2023 Annual Report

Section II Company Profile and Major Financial Indicators

I. INFORMATION OF THE COMPANY

Chinese name of the Company

Ming Yang Smart Energy Group Limited

Chinese abbreviation

明阳智能

English name of the Company

Ming Yang Smart Energy Group Limited

English abbreviation

MYSE

Legal representative of the Company

Zhang Chuanwei (

)

张传卫

II. CONTACT PERSONS AND CONTACT METHODS

Secretary to the Board

Representative of securities affairs

Name

Pan Yongle (

)

Zheng Jieshan (

)

潘永乐

郑洁珊

Correspondence

COFCO • Landmark Tower

，

No. 208

Torch Road No.22, Torch Hi-Tech Industrial

address

Andingmenwai Dajie, Dongcheng

Development Zone, Zhong Shan City,

District, Beijing City

Guangdong Province

010

50815010

010

50815010

Telephone

（

）

（

）

Fax

0760

28138974

0760

28138974

（

）

（

）

Email

panyongle@mywind.com.cn

jessicazheng@mywind.com.cn

III. CHANGES IN BASIC INFORMATION

Registered address

Torch Road No.22, Torch Hi-Tech Industrial Development

Zone, Zhong Shan City, Guangdong Province

Historical changes of the registered address

NA

Office address

Torch Road No.22, Torch Hi-Tech Industrial Development

Zone, Zhong Shan City, Guangdong Province

Postal code

528400

Website of the Company

http://www.mywind.com.cn

Email

myse@mywind.com.cn

IV. CHANGES IN THE PLACES FOR INFORMATION DISCLOSURE AND REFERENCE

Name and website of the media in which

China Securities Journal (www.cs.com.cn)

Company discloses its annual reports

（

）

Shanghai Securities News www.cnstock.com

Securities Daily (www.stcn.com)

Securities Daily (www.zqrb.cn)

Website of the stock exchange in which

http://www.sse.com.cn/

Company discloses its annual report

Place for inspection of annual reports

Office of the Board, Torch Road No.22, Torch Hi-Tech

Industrial Development Zone, Zhong Shan City,

Guangdong Province

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2023 Annual Report

V. BASIC INFORMATION OF THE COMPANY'S SHARES

Basic Information of the Company's Shares

Type of

Place of listing of

Stock

Stock

the Company's

Stock abbreviation

abbreviation

shares

code

shares

before changes

A Share

Shanghai Stock

MING YANG SMART

601615

Nil

Exchange

GDR

London Stock

MING YANG SMART ENERGY

MYSE

Nil

Exchange

GROUP LIMITED

Note: The

GDR of the Company

was listed on London Stock Exchange on

13 July 2022.

VI. OTHER INFORMATION

Accounting

Name

Grant Thornton (Special General Partnership)

firm appointed

Office address

10th Floor, Scitech Place,

22 Jianguomen

Wai Avenue,

by the

Chaoyang District, Beijing, PRC

Company

Names of signing

Zheng Jianbiao(郑建彪), Tong Xitao（佟西涛）

(domestic)

accountants

Sponsor

Name

CITIC Securities Co., Ltd.

performing

North Tower, Excellence Times Square (Phase II), No. 8,

Office address

Zhongxin 3rd Road, Futian District, Shenzhen, Guangdong

continuous

Province

supervision

duties during

Signing representative

Qin Lei（秦镭）, Xian Weiguo（先卫国）

of sponsor

the reporting

period

Period of continuous

October 2022 to 31 December 2023

supervision

7 / 103

2023 Annual Report

VII. MAJOR ACCOUNTING DATA AND FINANCIAL INDICATORS OF THE COMPANY FOR THE LAST THREE YEARS

(I) Major accounting data

Unit: Yuan Currency: RMB

2022

Increase/

2021

Major accounting data

2023

decrease over

After adjustment

Before adjustment

the same period

After adjustment

Before adjustment

last year (%)

Operating revenue

27,859,076,459.80

30,747,775,048.56

30,747,775,048.56

-9.39

27,216,249,113.68

27,158,048,361.40

Net profit attributable to shareholders of the Company

372,451,216.45

3,444,710,792.65

3,454,607,512.89

-89.19

3,157,783,753.61

3,101,123,791.52

Net profit attributable to shareholders of the Company

205,768,750.28

3,100,460,020.27

3,110,356,740.51

-93.36

2,990,303,400.27

2,933,643,438.18

after deducting non-recurring profit and loss

Net cash flow from operating activities

-2,591,549,270.70

-795,897,943.83

-795,897,943.83

N/A

5,397,539,407.22

5,397,539,407.22

As at the end of 2022

Increase/

As at the end of 2021

decrease

As at the end of 2023

After adjustment

Before adjustment

over the same

After adjustment

Before adjustment

period last year

（%）

Net assets attributable to shareholders of the Company

27,422,713,697.82

28,111,246,388.41

28,113,710,200.58

-2.45

18,451,202,761.00

18,394,542,798.91

Total assets

83,861,255,864.75

68,940,811,440.84

68,940,224,911.06

21.64

61,549,589,345.73

61,492,929,383.64

(II) Major Financial Indicators

Major Financial Indicators

2023

2022

Increase/ Decrease over the

2021

same period last year (%)

After adjustment

Before adjustment

After adjustment

Before adjustment

Basic earnings per share (RMB/share)

0.16

1.57

1.59

-89.83

1.63

1.60

Diluted earnings per share (RMB/share)

0.16

1.57

1.58

-89.83

1.63

1.60

Basic earnings per share after deducting non-recurring

0.09

1.43

1.43

-93.71

1.55

1.52

profit and loss (RMB/share)

Weighted average return on net assets (%)

1.33

14.53

14.57

-13.20

18.70

18.40

Weighted average return on net assets after deducting

0.74

13.08

13.12

-12.34

17.71

17.40

nonrecurring profit and loss (%)

Explanations of the Company's major accounting data and financial indicators of the Company for the last three years at the end of the reporting period

  • Applicable √ Not applicable

VIII. RECONCILIATION OF DIFFERENCES IN INTERIM FINANCIAL REPORTPREPARED UNDER DIFFERENT GAAPs

  1. Difference in net profit and net assets attributable to shareholders of the Listed Company in financial reports disclosed under IFRSs and PRC GAAP
  • Applicable √ Not applicable

8 / 103

2023 Annual Report

  1. Difference of net profits and net assets attributable to shareholders of the Listing Company in the financial report disclosed under the overseas accounting standards and PRC GAAP Standards
  • Applicable √ Not applicable
  1. Explanation of differences between PRC GAAP and IFRSs
  • Applicable √ Not applicable

IX. MAJOR QUARTERLY FINANCIAL INDICATORS IN 2023

Unit: Yuan Currency: RMB

Q1 (January-March)

Q2 (April-June)

Q3 (July-September)

Q4 (October-December)

Operating revenue

2,719,620,244.30

7,839,585,290.91

10,398,611,805.11

6,901,259,119.48

Net profit attributable to shareholders of the listed company

-226,264,734.16

880,386,071.76

573,680,529.77

-855,350,650.92

Net profit attributable to shareholders of the listed company

-289,561,253.14

826,765,262.27

538,222,032.16

-869,657,291.01

after deducting non-recurring profit or loss

Net cash flow from operating activities

-1,763,681,387.85

-1,574,775,726.24

1,019,248,155.40

-272,340,312.01

Explanation on differences between the quarterly information and

disclosed periodic report information

 Applicable √ Not applicable

X. NON-RECURRING ITEMS AND AMOUNTS √ Applicable  Not applicable

Unit: Yuan Currency: RMB

Non-recurring items

2023

Note

2022

2021

(If applicable)

Profit/loss from disposal of noncurrent assets (including the part offset with the provision for impairment of assets)

-36,944,921.85

57,802,697.19

22,981,057.75

Government subsidies (except for the grants which are closely related to the Company's business and have the

standard amount and continuing impact on the Company's profit or loss in accordance with the national standard)

66,651,855.60

105,402,384.47

60,104,560.70

attributable to profits and losses for the period

Profit or loss from changes in fair value arising from held-for-trading financial assets by non-financial company and

financial liabilities, and profit or loss arising from disposal of held-for-trading financial assets and financial

153,514,905.20

47,544,444.78

67,838,153.11

liabilities other than effective hedging business related to the Company's normal business operations

Fund possession fee received from non-financial enterprises attributable to profits and losses for the period

Profit or loss from entrusting others to invest or manage assets

205,125,596.66

72,641,138.29

Profit or loss from external entrusted loans

Asset impairment provisions due to force majeure factors such as natural disasters

Reversal of provision made for impairment of receivables that are individually tested for impairment

17,750,641.93

2,000,000.00

4,419,682.04

Gains when the investment cost of acquiring a subsidiary, an associate and a joint venture is less than the fair value

of the identifiable net assets of the invested entity

9 / 103

2023 Annual Report

The current net profit and loss of subsidiary resulting from combination under common control from the beginning

of the period to consolidation date

Profit or loss from exchange of non-monetary assets

Profit or loss from debt restructuring

-15,776,059.84

One-off expenses arising from discontinued continuing activities of the company such as staff settlement expenses

Impact on the current profit or loss by one-off adjustment according to laws and regulations related to tax and

accounting

Share payment expenses recognized due to cancelling and amending share option incentive scheme

Profit or loss arising from the changes in fair value of staff salary payable in respect of shares payment in cash after

the day of right exercise

Profit or loss from changes in fair value of investment properties subsequently measured in the fair value mode

Gains that exceed the fair value in transactions with unfair price

Profit or loss arising from contingencies irrelevant to the Company's normal business operations

Custody fee income from entrusted operation

Other non-operating income and expenses excluding the aforesaid items

20,094,543.75

-6,179,726.64

-31,667,806.37

Other profit/loss items that meet the definition of non-recurring profit/loss

Less: Effect of income tax

38,456,343.83

67,621,006.42

27,621,361.72

Effect of minority interests (after tax)

152,154.79

-176,382.34

1,215,070.46

Total

166,682,466.17

-

344,250,772.38

167,480,353.34

Explanation on non-recurring gains and losses items defined by the Company according to unlisted cases of "Explanatory Announcement No. 1 for Companies Offering Securities to the Public

  • Non-operatingProfit or Loss" with material amount and defining the non-recurring gains and losses items listed in the "Explanatory Announcement No. 1 for Companies Offering Securities to the Public - Non-operating Profit or Loss" as recurring gains or losses items
     Applicable √ Not applicable

XI. ITEMS MEASURED AT FAIR VALUE √ Applicable  Not applicable

Unit: Yuan Currency: RMB

Project Name

Opening balance

Closing balance

Current period changes

Impact on the profit for the period

Financial assets held for trading

200,182,291.67

1,252,856.92

-198,929,434.75

163,053.86

Receivable financing funds

1,175,566,142.98

786,889,059.96

-388,677,083.02

-

Investments in other equity instruments

115,400,720.88

122,673,711.33

7,272,990.45

1,575,900.00

Other non-current financial assets

623,620,627.97

560,117,024.70

-63,503,603.27

-21,302,416.48

Total

2,114,769,783.50

1,470,932,652.91

-643,837,130.59

-19,563,462.62

XII. OTHERS

 Applicable √ Not applicable

10 / 103

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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 09:16:06 UTC.