Securities code: 688599 securities abbreviation: Trina Solar Co.Ltd(688599) Announcement No.: 2022-018 convertible bond Code: 118002 convertible bond abbreviation: Trina Solar convertible bond
About the first grant of restricted stock incentive plan in 2020
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents in accordance with the law.
Important content tips:
The number of shares vested this time: 67881, accounting for 0.0033% of the total share capital of the company before vesting. The listing and circulation time of the shares vested this time: February 23, 2022
According to the relevant business rules of China Securities Regulatory Commission, Shanghai Stock Exchange and China Securities Depository and Clearing Co., Ltd. Shanghai Branch, Trina Solar Co.Ltd(688599) (hereinafter referred to as “the company”) recently received the certificate of securities change registration issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, The company has completed the registration of shares granted for the second time in the first vesting period of part of the restricted stock incentive plan in 2020 (hereinafter referred to as “the incentive plan”). The relevant information is hereby announced as follows:
1、 Decision making procedures and relevant information disclosure of the ownership of restricted shares
1. On December 8, 2020, the company held the 31st meeting of the first board of directors, The meeting deliberated and approved the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2020 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 19th meeting of the first board of supervisors, The proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2020 restricted stock incentive plan, and the proposal on verifying the list of incentive objects granted for the first time by the company’s 2020 restricted stock incentive plan were reviewed and approved, The board of supervisors verified the incentive plan and issued relevant opinions on the company.
2. On December 9, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the Trina Solar Co.Ltd(688599) announcement on public solicitation of voting rights by independent directors (2020-037). According to the entrustment of other independent directors of the company, Mr. Liu Wei, the independent director, as the soliciter, solicited the entrusted voting rights from all shareholders of the company on the relevant proposals of the company’s incentive plan deliberated at the third extraordinary general meeting of shareholders in 2020. 3. From December 9, 2020 to December 18, 2020, the company publicized the names and positions of the proposed incentive objects in the incentive plan within the company. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from any employee to the proposed incentive object. On December 19, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the review opinions and publicity statement of the Trina Solar Co.Ltd(688599) board of supervisors on the list of incentive objects first granted by the company’s 2020 restricted stock incentive plan (2020-038).
4. On December 24, 2020, the company held the third extraordinary general meeting of shareholders in 2020, The proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2020 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan were reviewed and passed. At the same time, the company conducted a self-examination on the trading of the company’s shares by insiders and incentive objects within 6 months before the announcement of the draft incentive plan, and found no case of stock trading by using insider information. On December 25, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the Trina Solar Co.Ltd(688599) self inspection report on the trading of company shares by insiders and incentive objects of the 2020 restricted stock incentive plan (2020-043).
5. On December 24, 2020, the company held the first meeting of the second board of directors and the first meeting of the second board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time and other proposals. The independent directors of the company expressed independent opinions on the matter. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
6. On November 3, 2021, the company held the 11th meeting of the second board of directors and the 11th meeting of the second board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the 2020 restricted stock incentive plan, and considered that the granting conditions have been met and the qualification of the incentive objects is legal. On November 4, 2021, The company is on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the Trina Solar Co.Ltd(688599) announcement on granting reserved restricted shares to the incentive objects of the 2020 restricted stock incentive plan (2021-070).
7. On December 24, 2021, the company held the 13th meeting of the second board of directors and the 13th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the first grant price of the 2020 restricted stock incentive plan, the proposal on meeting the attribution conditions in the first vesting period of the first grant of the company’s 2020 restricted stock incentive plan Proposal on the cancellation of some restricted shares granted but not yet vested by the company. The independent directors of the company have expressed their independent opinions on the above matters, and the board of supervisors of the company has verified the list of incentive objects that meet the attribution conditions in the first vesting period of the first part granted for the first time and issued verification opinions. 2、 Basic information on the ownership of restricted shares this time
(I) number of shares vested this time
The proportion of the number of restricted share capital granted to the total number of restricted shares granted (%)
1、 Directors and senior management
– – – – –
2、 Core technical personnel
– – – – – –
3、 Other key technical personnel
– – – – –
4、 The board of Directors believes that incentives are needed
Other personnel 449520 67881 15.10
(3 persons in total)
Total (3 persons): 449520 67881 15.10
Note: if there is any difference in the mantissa between the sum of some total numbers and each detailed number in the table, it is due to the rounding of the above percentage results.
(II) the source of the shares attributable this time
The stock source of this ownership is the company’s directional issuance of RMB A-share common shares to incentive objects. (III) number of employees
The number of incentive objects this time is 3.
A total of 400 incentive objects granted by the company’s restricted stock incentive plan for the first time in 2020 meet the requirements of article
The vesting conditions of a vesting period, in which 5641432 shares belonging to 397 incentive objects have been
The ownership registration formalities will be completed on January 6, 2022 and will be listed and circulated on January 11, 2022.
This is the second vesting in the first vesting period of the first vesting part of the restricted stock incentive plan in 2020. There are 3 persons in total and the vesting amount is 67881 shares.
3、 Listing and circulation arrangement of restricted shares and changes in share capital
(I) the listing and circulation date of the shares: February 23, 2022
(II) number of shares listed and circulated this time: 67881 shares
(III) restrictions on the sale and transfer of shares attributable to directors and senior managers this time
The relevant sales restriction provisions of the incentive plan are in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shanghai Stock Exchange and other relevant laws, regulations, normative documents and the articles of association shall be implemented. The details are as follows:
1. The total number of shares held by the directors and senior managers of the company shall not exceed 25% of the total number of shares held by them in the company each year; The company’s shares held by him shall not be transferred within half a year after his resignation;
2. If the incentive objects are directors and senior managers of the company and their spouses, parents and children, they will sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, and the resulting income will belong to the company, and the board of directors of the company will recover their income;
3. During the validity period of this incentive plan, if the relevant laws and administrative regulations such as the company law, the securities law, several provisions on the reduction of shares held by shareholders, directors and supervisors of listed companies, the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange If there are changes in the relevant provisions on the transfer of shares held by the company’s directors and senior managers in the normative documents and the articles of association, the transfer of the company’s shares held by these incentive objects shall comply with the revised relevant provisions at the time of transfer.
(IV) changes in share capital
Unit: shares
Before and after the change
Total share capital 2073667807 67881 2073735688
Since the total share capital of the company increased from 2073667807 shares to 2073735688 shares after the ownership of restricted shares, the ownership did not lead to the change of the controlling shareholder and actual controller of the company.
4、 Capital verification and share registration
Rongcheng Certified Public Accountants (special general partnership) issued the Trina Solar Co.Ltd(688599) capital verification report (Rongcheng Yan Zi [2022] No. 200z001) on January 10, 2022, which verified the capital contribution of the incentive objects for the second time in the first vesting period of the company’s restricted stock incentive plan in 2020. After verification, as of December 30, 2021, the company has actually received 684558.39 yuan of restricted stock subscription paid by three incentive objects in monetary funds, including 67881.00 yuan of newly increased share capital and 616677.39 yuan of transferred capital reserve.
On February 17, 2022, the registration procedures for the second vesting of the first vesting period of the company’s 2020 restricted stock incentive plan have been completed, and China Securities Depository and Clearing Co., Ltd. Shanghai Branch issued the certificate of securities change registration.
5、 Impact of new shares after this vesting on the latest financial report
According to the company’s report for the third quarter of 2021, from January to September 2021, the company realized a net profit of 1156385123.78 yuan attributable to the shareholders of the listed company, and the basic earnings per share was 0.56 yuan / share; After this vesting, based on the total share capital of 2073735688 shares after vesting, the basic earnings per share of the company from January to September 2021 will be diluted accordingly under the condition that the net profit attributable to the shareholders of the listed company remains unchanged.
The number of restricted shares vested this time is 67881, accounting for 0.0033% of the total share capital of the company before vesting, which has no significant impact on the financial status and operating results of the company in the latest period.
It is hereby announced.
Trina Solar Co.Ltd(688599) board of directors February 19, 2022
