Securities abbreviation: Hubei Energy Group Co.Ltd(000883) securities code: 000883 SZ Citic Securities Company Limited(600030)
about
Hubei Energy Group Co.Ltd(000883)
Restricted stock incentive plan 2021
Adjustment and first grant
of
Independent financial advisor Report
Independent financial advisor
(North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen)
February, 2002
catalogue
1、 Interpretation 2. Statement 4 III. basic assumptions 4. Approval procedures for the implementation of this restricted stock incentive plan 5. Differences between the incentive plan implemented this time and the incentive plan approved by the general meeting of shareholders Vi. the first grant of this restricted stock incentive plan 7. Description of the conditions for the first grant of this equity incentive plan 8. Opinions of independent financial advisor ten
1、 Interpretation
Unless the context otherwise requires, the following words have the following meanings: company, Hubei Energy Group Co.Ltd(000883) refers to Hubei Energy Group Co.Ltd(000883)
Hubei Energy Group Co.Ltd(000883) the restricted stock incentive plan in 2021 refers to the restricted stock incentive plan for directors, senior managers, team members, middle managers, core technology (business) backbones and other personnel of the company based on the A-share shares of Hubei energy
Incentive objects refer to the company's directors, senior managers, team members, middle-level managers, core technology (business) backbone personnel, etc. who obtain restricted shares in accordance with the provisions of the plan
According to the conditions and prices specified in the plan, the company grants incentive objects a certain number of restricted shares of the company, which refer to shares. These shares are set with a certain period of restricted sale period. The restricted sale can be lifted only after the conditions for lifting the restricted sale specified in the plan are met
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The grant date refers to the date on which the company grants restricted shares to the incentive object after the implementation of the incentive plan is approved. The grant date must be the trading day
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The date of lifting the restriction on sale refers to the date on which the restricted shares held by the incentive object are lifted after the conditions for lifting the restriction on sale specified in the plan are met
The validity period refers to the period from the 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
CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
Yi Suo
Board of directors means the board of directors of the company
Board of supervisors refers to the board of supervisors of the company
General meeting means the general meeting of shareholders of the company
SASAC refers to the state owned assets supervision and Administration Commission of the State Council
Group company refers to China Three Gorges Group Co., Ltd
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA Fen [2006] No. 175)
The Notice refers to the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA FA FA FA Fa [2008] No. 171)
The guidelines refer to the notice on printing and distributing the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (Guo Zi kaofen [2020] No. 178)
The articles of association refers to the Hubei Energy Group Co.Ltd(000883) articles of association and the assessment measures refer to the assessment management measures for the implementation of the Hubei Energy Group Co.Ltd(000883) 2021 restricted stock incentive plan
RMB / 10000 refers to RMB / 10000
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser's report is based are provided by Hubei Energy Group Co.Ltd(000883) . All parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for the issuance of the independent financial adviser's report are legal, true, accurate, complete and timely, and there are no omissions, false or misleading statements, and their legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the restricted stock incentive plan is fair and reasonable to Hubei Energy Group Co.Ltd(000883) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Hubei Energy Group Co.Ltd(000883) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to this report.
(III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor's report and make any explanation or explanation to the report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the restricted stock incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of the listed company, the draft equity incentive, the management measures of equity incentive, the resolutions of the board of directors Resolutions of the board of supervisors, opinions of independent directors, financial reports of the company for the last three years and the latest period, and effective communication with relevant personnel of the listed company. On this basis, the independent financial adviser's report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
This report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the trial measures, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The independent financial advisor's report issued by the independent financial advisor is based on the following assumptions:
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely; (III) the relevant documents issued by the listed company for this restricted stock incentive plan are true and reliable; (IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this restricted stock incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Approval procedures for the implementation of this restricted stock incentive plan
Hubei Energy Group Co.Ltd(000883) this restricted stock incentive plan has fulfilled the necessary approval procedures, as follows:
1. On November 21, 2021, the company held the 14th meeting of the ninth board of directors, deliberated and adopted the proposal on and its summary, and the proposal on < Hubei Energy Group Co.Ltd(000883) 2021 restricted stock incentive plan management measures Proposal on the management measures for the implementation and assessment of the restricted stock incentive plan in 2021, proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021, and proposal on convening the company's extraordinary general meeting of shareholders.
2. On November 21, 2021, the company held the 8th meeting of the 9th board of supervisors, deliberated and adopted the proposal on and summary, and the proposal on formulating < Hubei Energy Group Co.Ltd(000883) 2021 restricted stock incentive plan management measures Proposal on formulating the administrative measures for the implementation and assessment of restricted stock incentive plan in 2021.
3. On November 21, 2021, the independent directors of the company issued the independent opinions on matters related to the 14th meeting of the ninth board of directors.
4. From December 31, 2021 to January 9, 2022, the company publicized the names and positions of the incentive objects internally through the company's internal bulletin board and other channels. The board of supervisors of the company checked the list of incentive objects of the incentive plan and 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 12, 2022.
5. 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. The state owned assets supervision and Administration Commission of the State Council issued the reply on Hubei Energy Group Co.Ltd(000883) implementing the restricted stock incentive plan (state owned assets examination score [2022] No. 20), and agreed in principle to Hubei Energy Group Co.Ltd(000883) implementing the restricted stock incentive plan.
6. On January 21, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on and its summary, and the proposal on < Hubei Energy Group Co.Ltd(000883) 2021 restricted stock incentive plan management measures The proposal on the management measures for the implementation and assessment of the restricted stock incentive plan in 2021 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021.
7. On February 9, 2022, the company held the 16th meeting of the ninth board of directors, deliberated and approved the proposal on confirming the matters related to the first grant of restricted stock incentive plan in 2021 and the proposal on the first grant of restricted stock to incentive objects.
8. On February 9, 2022, the company held the 10th meeting of the 9th board of supervisors, deliberated and adopted the proposal on confirming the matters related to the first grant of restricted stock incentive plan in 2021 and the proposal on the first grant of restricted stock to incentive objects.
9. On February 9, 2022, the independent directors of the company issued the independent opinions on matters related to the 16th meeting of the ninth board of directors.
In conclusion, the independent financial adviser believes that as of the date of this report, Hubei Energy Group Co.Ltd(000883) the first grant of restricted shares to incentive objects has obtained the necessary approval and authorization, which is in line with the administrative measures and the relevant provisions of this equity incentive plan.
5、 Differences between the incentive plan implemented this time and the 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 confirmed as 63.8014 million shares from no more than 65.07 million shares, of which the number of personnel granted for the first time is confirmed as 196 from no more than 199. The number of restricted shares granted for the first time is clearly 62.3014 million shares, and the number of reserved restricted shares 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.
After verification, the independent financial consultant believes that as of the date of issuance of this report, Hubei Energy Group Co.Ltd(000883) the difference between the incentive plan implemented this time and the incentive plan approved by the general meeting of shareholders is in line with the management measures and the relevant provisions of the company's incentive plan.
6、 The first grant of this restricted stock incentive plan
1. The date of grant of restricted shares for the first time is February 9, 2022
2. The grant price of restricted shares granted for the first time is 2.39 yuan / share
3. The stock source of the restricted stock granted for the first time: the company's A-share common stock issued to the incentive object.
4. Incentive objects and number of restricted shares granted:
A total of 196 incentive objects were granted for the first time
