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Inquiry Letter from SSE

By LSE RNS

Date: Friday 23 Jan 2026







RNS Number : 2250Q
Ming Yang Smart Energy Group Ltd
23 January 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)


 


Announcement on Receiving the Inquiry Letter from Shanghai Stock Exchange Regarding the Information Disclosure of


the Proposal on Issuance of Shares and Cash Payment


for Asset Acquisition


Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Company") received an inquiry letter regarding the information disclosure of the Proposal on Issuance of Shares and Cash Payment for Asset Acquisition of Ming Yang Smart Energy Group Limited (SSE Public Letter [2026] No. 0129) (hereinafter referred to as the "Inquiry Letter") from the Listed Company Management Department I of the Shanghai Stock Exchange on January 23, 2026. The content of the Inquiry Letter is hereby announced as follows:


" Ming Yang Smart Energy Group Limited,


On January 23, 2026, the Company disclosed the Proposal on Issuance of Shares and Cash Payment for Asset Acquisition s (hereinafter referred to as the "Plan"), proposing to acquire 100% equity of Uniwatt Technology Co., Ltd. (hereinafter referred to as the "Target Company") and raise supporting funds (hereinafter referred to as the "Transaction"). Upon reviewing the Plan disclosed by your Company, the following issues require clarification and supplementary disclosure.


I. Regarding the Losses of the Target Company. According to the Plan, the Target Company was established in August 2015. Its net profits for 2023, 2024, and January-September 2025 were RMB 2.1555 million, a loss of RMB 42.5750 million, and a loss of RMB 20.2262 million, respectively, indicating marginal profitability or losses. The Target Company is primarily engaged in the research, development, and industrialization of semiconductor epitaxial wafers, chips, and power supply systems. It has a concentrated customer base, and the development of its downstream-related industries is significantly influenced by national industrial policies and industry planning.


Please provide the following information: (1) Explain the specific profit model of the Target Company and whether it is a simple assembly manufacturer, considering its procurement and production models for main products, revenue proportions, gross margins, etc.; (2) Disclose the Target Company's specific industry segment, competitive landscape, and comparable companies in the same industry, and clarify its industry position and competitive advantages and disadvantages; (3) Explain whether the high concentration of customers aligns with industry practices and whether there is a risk of dependence on a single customer or loss of major customers, based on the revenue proportion, cooperation duration, changes, and customer stickiness of the Target Company's top ten customers; (4) Explain whether the Target Company possesses sustainable and stable profitability and whether this acquisition will enhance the listed company's continuing operational capabilities, taking into account the aforementioned factors and related risks.


II. Regarding the Transaction Background and Purpose. This Transaction constitutes a related-party transaction. The actual controller of the Target Company, Zhang Chao, serves as a director and vice president of the listed company and is also a close relative of the actual controllers of the listed company. The shareholders of the Target Company include multiple financial investors. According to the Plan, the Target Company's business has synergies with the listed company's main operations, but there are risks of underperformance in market expansion and intensified competition.


Please provide the following information: (1) Disclose the specific manifestations of synergies between the Target Company and the listed company in terms of products, technologies, channels, etc., as well as follow-up integration arrangements and related risks; (2) Explain the main considerations, necessity, and rationale for the listed company acquiring a loss-making target from a connected party, considering the competitive landscape, industry position, and financial status of the Target Company's industry segment; (3) Disclose the reasons for the exit of financial investors and clarify whether the Target Company, its actual controller, and the financial investor shareholders have any valuation adjustment mechanisms (VAM) or other arrangements unfavorable to the listed company. If so, disclose the main terms of such agreements.


III. Regarding the Stock Price. The Company's stock was suspended from trading on January 13, 2026, for planning the Transaction. The Plan was disclosed, and trading resumed on January 23, 2026. Prior to the suspension, the Company's stock price experienced significant increases, with a price limit up on January 12, 2026.


Please conduct a comprehensive self-examination and verification of the recent stock trading activities of insiders, including the controlling shareholders, actual controllers, directors, senior management, counterparties to the Transaction, and other relevant parties, in light of the specific process of planning this significant asset restructuring before the trading suspension. This includes key timelines such as initial contact, negotiations, and signing of agreements, as well as the personnel involved, content of discussions, and decisions made. Clarify whether there have been any illegal or irregular activities such as insider trading.


Upon receiving this Inquiry Letter, please disclose it immediately and provide a written response to our department within ten trading days addressing the above issues. Make corresponding revisions to the Plan for issuing shares and paying cash to purchase assets accordingly. The independent financial advisor is requested to review the above issues and provide a clear opinion."


The Company will promptly respond to the relevant issues raised in the Inquiry Letter in accordance with the requirements of the Shanghai Stock Exchange and fulfill its information disclosure obligations. Investors are kindly advised to invest rationally and pay attention to investment risks.


 


 


Ming Yang Smart Energy Group Limited


23 January 2026






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