Securities code: 000883 securities abbreviation: Hubei Energy Group Co.Ltd(000883) Announcement No.: 2022-010 Hubei Energy Group Co.Ltd(000883)
Announcement on granting restricted shares to incentive objects for the first time
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
Restricted stock grant date: February 9, 2022
Number of restricted shares granted for the first time: 63.2014 million shares, accounting for about 0.96% of the current total share capital of the company
Grant price of restricted stock: 2.39 yuan / share
According to the provisions of the Hubei Energy Group Co.Ltd(000883) 2021 restricted stock incentive plan, the conditions for the first grant of restricted shares in 2021 have been met. On February 9, 2022, the company held the 16th meeting of the 9th board of directors and the 10th meeting of the 9th board of supervisors, deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, and determined to grant 62.3014 million restricted shares to 196 incentive objects at the grant price of 2.39 yuan / share on February 9, 2022. The details are as follows:
1、 Decision making procedures performed in this restricted stock grant
On November 21, 2021, the company held the 14th meeting of the 9th board of directors and the 8th meeting of the 9th board of supervisors, The proposal on , proposal on and summary, proposal on formulating < Hubei Energy Group Co.Ltd(000883) 2021 restricted stock incentive plan management measures and proposal on formulating < Hubei Energy Group Co.Ltd(000883) Relevant proposals such as the proposal on the measures for the implementation and assessment of the restricted stock incentive plan in 2021. On November 22, 2021, the company disclosed the specific contents of the above-mentioned relevant proposals.
From December 31, 2021 to January 9, 2022, the company publicized the names and positions of restricted stock incentive objects on its internal website. During the publicity period, the board of supervisors of the company did not receive any objection from any organization or individual to the incentive object granted for the first time in this incentive plan. On January 12, 2022, the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects granted for the first time by the restricted stock incentive plan.
On January 1, 2022, the company disclosed the report on public solicitation of entrusted voting rights by independent directors. According to the entrustment of other independent directors of the company, Mr. Li Xiyuan, the independent director, as the collector, solicited entrusted voting rights from all shareholders of the company on the proposals related to the company's restricted stock incentive plan deliberated at the first extraordinary general meeting in 2022.
On January 18, 2022, the company will disclose the matters that the restricted stock incentive plan has been approved by the state owned assets supervision and Administration Commission of the State Council.
On January 21, 2022, the company held the first extraordinary general meeting of shareholders in 2022 and deliberated and approved the relevant proposals of restricted stock incentive plan.
2、 Differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
In view of the incentive objects to be granted for the first time in this incentive plan, two incentive objects no longer meet the conditions for granting restricted shares due to job changes, and one incentive object voluntarily gives up all the restricted shares to be granted by the company for personal reasons. The company held the 16th meeting of the 9th board of directors and the 10th meeting of the 9th board of supervisors on February 9, 2022, deliberated and adopted the proposal on confirming the matters related to the first grant of the restricted stock incentive plan in 2021, and confirmed the list of incentive objects and the number of restricted shares granted for the first time.
The total amount of restricted shares to be granted in this incentive plan is no more than 65.07 million shares, which is finally confirmed as 63.8014 million shares, of which the number of personnel granted for the first time is no more than 199, which is finally confirmed as 196. The number of restricted shares granted for the first time is clearly 62.3014 million shares, and the number of reserved restricted shares is 1.5 million shares, which remains unchanged.
In addition to the above contents, other contents of this incentive plan are consistent with the incentive plan deliberated and approved by the first extraordinary general meeting of shareholders in 2021.
3、 Description on the achievement of the first award conditions
According to the relevant provisions of the company's restricted stock incentive plan in 2021, the conditions for the first grant of the company have been met, as follows:
(I) the company is not under any of the following circumstances:
1. The financial accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
2. The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by the certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
(II) the company meets the following conditions:
1. The corporate governance structure is standardized, the general meeting of shareholders, the board of directors and the management are well organized and their responsibilities are clear. The system of electing and replacing directors at the general meeting of shareholders is sound, and the board of directors has the right to select, employ, assess and motivate senior managers. External directors account for more than half of the members of the board of directors; 2. The remuneration and assessment committee is composed of external directors, with sound remuneration and assessment committee system, perfect rules of procedure and standardized operation;
3. The internal control system and performance appraisal system are sound, the three system reforms are in place, the basic management system is standardized, and the labor employment, salary and welfare system and performance appraisal system that meet the requirements of market economy and modern enterprise system are established;
4. Clear development strategy, good asset quality and financial condition, and stable business performance; No illegal acts and bad records in finance, income distribution and salary management in recent three years; 5. Improve the economic responsibility audit, information disclosure, deferred payment, recourse deduction and other restraint mechanisms symmetrical to the incentive mechanism;
6. Other conditions stipulated by the securities regulatory authority.
(III) the incentive object complies with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the administrative measures) and other relevant provisions, and the following circumstances have not occurred:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. Being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months; 3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
4. The company is not allowed to serve as a director or senior manager of the company as stipulated in the company law;
5. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
(IV) the company's performance appraisal in 2020 has met the following conditions:
Based on 2018, the compound growth rate of operating revenue in 2020 shall not be less than 10.00%, and shall not be lower than the average performance level of the same industry or the 50th percentile level of benchmarking enterprises; The weighted average return on net assets in 2020 shall not be less than 6.50%, and shall not be lower than the average performance level of the same industry or the 50th percentile level of benchmark enterprises; △ EVA > 0 in 2020.
(V) personal performance evaluation of incentive objects:
The individual performance appraisal results of the incentive object in 2020 are basically competent and above.
4、 Details of the first grant
1. First grant date: February 9, 2022
2. Number of grants: 62301400 shares were granted for the first time, accounting for about 0.96% of the total share capital of the company. 3. Number of persons granted: 196
4. Grant price: RMB 2.39/share
5. Stock source: the company's A-share common stock issued by the company to the incentive object
6. The validity period of the incentive plan, the restriction period and the lifting of the restriction arrangement
(1) The validity period of this incentive plan shall be no more than 72 months from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased.
(2) The restricted sale period of restricted shares granted for the first time in this incentive plan is 24 months from the date of completion of registration of restricted shares. During the restricted sale period, the restricted shares granted to the incentive object under the incentive plan shall be restricted and shall not be transferred, used for guarantee or debt repayment. The shares obtained by the incentive object from the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision and other shares due to the granted restricted shares that have not yet been lifted shall be locked in accordance with the incentive plan.
The release period of restricted shares granted for the first time in this incentive plan and the release schedule of each period are shown in the table below:
Release period release time release proportion
The first one is the first 24 months after the completion of the registration of the corresponding part of the restricted shares
36 months from the trading day of the lifting of the restriction period to the date of completion of the registration of the corresponding part of the restricted shares 1 / 3
Ending on the last trading day of the
Release period release time release proportion
The second is the first 36 months after the completion of the registration of the corresponding part of the restricted shares
The trading days from the lifting of the restriction period to 48 months from the date of completion of the registration of the corresponding part of the restricted shares 1 / 3
Ending on the last trading day of the
The third period is the first 48 months after the completion of the registration of the corresponding part of the restricted shares
1 / 3 of the 60 months from the trading day of the lifting of the restriction period to the date of completion of the registration of the corresponding part of the restricted shares
Ending on the last trading day of
7. The distribution of restricted shares among incentive objects is shown in the table below:
Granted quota percentage of granted quota in the total share capital of granted quota in the total granted amount of serial number, name and position (10000 shares)
1 Chairman Zhu Chengjun 53.65 0.84% 0.0082%
2 Wen Zhenfu vice chairman / general manager 53.65 0.84% 0.0082%
3 Li Changcai executive deputy general manager 53.65 0.84% 0.0082%
4 Ding Qihua, deputy general manager 47.21 0.74% 0.0073%
5 Zhang Kunhua, Secretary of Discipline Inspection Commission 47.21 0.74% 0.0073%
6 Ke Xiaoyang, deputy general manager 47.21 0.74% 0.0073%
7 Wang Juntao, chief accountant and Secretary of the board of directors
And general counsel 47.21 0.74% 0.0073%
8 Chen Kuiyong, deputy general manager 41.85 0.66% 0.0064%
9 Liao Shuxin senior professional 47.21 0.74% 0.0073%
10 Li Chunhua, chairman of trade union 41.85 0.66% 0.0064%
186 other key employees 5749.44 90.11% 0.8835%
Reserved equity 150 2.35% 0.0231%
Total 6380.14 100.00% 0.98%
Note: (1) the incentive objects of this plan do not participate in the equity incentive plans of two or more listed companies, and there are no major shareholders or actual controllers holding more than 5% of the company's equity and their spouses, parents and children.
(2) The difference in mantissa between the sum of the above total and each detailed number is caused by rounding.
5、 Comments of the board of supervisors on the verification of the list of incentive objects and the achievement of award conditions
