Securities code: 600905 securities abbreviation: China Three Gorges Renewables (Group) Co.Ltd(600905) Announcement No.: 2022-015
Announcement of China Three Gorges new energy (Group) Co., Ltd. on matters related to the adjustment of the company’s restricted stock incentive plan in 2021
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
State or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. China Three Gorges new energy (Group) Co., Ltd. (hereinafter referred to as the company) held the 41st meeting of the first board of directors on February 23, 2022, deliberated and adopted the proposal on matters related to the adjustment of the company’s restricted stock incentive plan in 2021. In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the measures), the restricted stock incentive plan (Draft) of China Three Gorges new energy (Group) Co., Ltd. in 2021 (hereinafter referred to as the incentive plan (Draft) and this incentive plan), and the authorization of the company’s first extraordinary general meeting in 2022, The board of directors has adjusted the relevant matters of the incentive plan, and now the relevant matters are explained as follows:
1、 Relevant approval procedures and information disclosure performed
1. On November 26, 2021, the company held the 35th meeting of the first board of directors, deliberated and adopted the proposal on the long-term incentive plan for restricted shares of China Three Gorges new energy (Group) Co., Ltd. (Draft) and its summary Proposal on the 2021 restricted stock incentive plan (Draft) of China Three Gorges new energy (Group) Co., Ltd. and its abstract, proposal on the management measures of China Three Gorges new energy (Group) Co., Ltd. restricted stock long-term incentive plan The proposal on the performance evaluation measures for the restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021, the proposal on the management measures for the restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021 Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s restricted stock long-term incentive plan, proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021, and proposal on the company’s convening of the general meeting of shareholders at a selected time. The independent directors of the company express independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders.
On the same day, the company held the 16th meeting of the first board of supervisors, deliberated and adopted the proposal on the long-term incentive plan for restricted shares of China Three Gorges new energy (Group) Co., Ltd. (Draft) and its abstract, the proposal on the incentive plan for restricted shares of China Three Gorges NEW energy (Group) Co., Ltd. (Draft) and its abstract in 2021 Proposal on the measures for the administration of restricted stock long-term incentive plan of China Three Gorges new energy (Group) Co., Ltd., the measures for the performance evaluation of restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021 The proposal on the measures for the administration of the restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021 and the proposal on the list of incentive objects first granted by the restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021.
2. On January 27, 2022, the company disclosed the announcement that the implementation of restricted stock incentive plan was approved by the state owned assets supervision and Administration Commission of the State Council, and the company received the reply on the implementation of restricted stock incentive plan by China Three Gorges new energy (Group) Co., Ltd. (Guo Zi kaofen [2022] No. 23) issued 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 agrees in principle that China Three Gorges new energy (Group) Co., Ltd. shall implement the restricted stock incentive plan.
3. From November 27, 2021 to December 6, 2021, the names and positions of the incentive objects granted for the first time in the incentive plan were publicized within the company. On February 17, 2022, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021.
4. On February 8, 2022, the company disclosed the announcement of China Three Gorges new energy (Group) Co., Ltd. on the public solicitation of entrusted voting rights by independent directors. Wang Yonghai, an independent director, was entrusted by other independent directors as the soliciter to solicit voting rights from all shareholders of the company on the proposals related to the equity incentive plan deliberated at the first extraordinary general meeting of shareholders in 2022.
5. On February 23, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the long-term incentive plan for restricted shares of China Three Gorges new energy (Group) Co., Ltd. (Draft) and its abstract, the proposal on the incentive plan for restricted shares of China Three Gorges new energy (Group) Co., Ltd. (Draft) and its abstract in 2021 Proposal on the measures for the administration of restricted stock long-term incentive plan of China Three Gorges new energy (Group) Co., Ltd., the measures for the performance evaluation of restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021 Proposal on the measures for the administration of restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021 Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s restricted stock long-term incentive plan, proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021, etc. The company’s implementation of the incentive plan was approved, and the board of directors was authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when meeting the conditions, and handle all matters necessary for the grant of restricted shares, and disclosed the self inspection report on the insider of the company’s restricted stock incentive plan in 2021 and the purchase and sale of company shares by incentive objects.
6. On February 23, 2022, the company held the 41st meeting of the first board of directors and the 17th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the matters related to the company’s 2021 restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan for the first time. The independent directors of the company issued independent opinions, and the board of supervisors issued verification opinions, believing that the conditions for the first grant of restricted shares have been met, the subject qualification of the granted incentive object is legal and valid, and the determined grant date meets the relevant regulations.
2、 Reasons and results of adjustment
In view of the fact that the four incentive objects identified in the company’s incentive plan (Draft) for the first time do not meet the incentive qualification for the first time, according to the authorization of the company’s first extraordinary general meeting in 2022, the company held the 41st meeting of the first board of directors and the 17th meeting of the first board of supervisors on February 23, 2022, The proposal on adjusting the company’s restricted stock incentive plan in 2021 was reviewed and approved, and the list of incentive objects and the number of incentives granted for the first time in the incentive plan were adjusted.
After the adjustment, the number of incentive objects granted for the first time in the incentive plan is adjusted from 212 to 208, the number of rights and interests granted for the first time is adjusted from 54.81 million shares to 53.9 million shares, the number of reserved rights and interests remains unchanged at 6.09 million shares, and the total number of restricted shares to be granted is adjusted from 60.9 million shares to 59.99 million shares.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the plan reviewed and approved by the company’s first extraordinary general meeting of shareholders in 2022.
3、 Impact of this adjustment on the company
The company’s adjustment of relevant matters of the incentive plan complies with the relevant laws and regulations such as the management measures and the relevant provisions of the incentive plan (Draft). This adjustment will not have a material impact on the company’s financial position and operating results.
4、 Opinions of independent directors
The independent directors of the company expressed the following independent opinions on the relevant proposals considered at the 41st meeting of the first board of directors:
We believe that the company’s adjustment of matters related to the restricted stock incentive plan in 2021 complies with the administrative measures and other laws and regulations as well as the relevant provisions of the incentive plan. The content of this adjustment is within the authorization of the board of directors of the company at the first extraordinary general meeting of shareholders in 2022, and the adjustment procedure is legal and compliant.
Therefore, we unanimously agree to the company’s adjustment of matters related to the restricted stock incentive plan in 2021.
5、 Opinions of the board of supervisors
The board of supervisors reviewed the matters related to the adjustment of the restricted stock incentive plan in 2021 and issued the following opinions:
In view of the fact that the four first granted incentive objects determined in the company’s incentive plan (Draft) do not meet the first granted incentive qualification, the company will adjust the list and number of incentive objects first granted in the incentive plan. After the adjustment, the number of incentive objects granted for the first time in the incentive plan is adjusted from 212 to 208, the number of rights and interests granted for the first time is adjusted from 54.81 million shares to 53.9 million shares, the number of reserved rights and interests remains unchanged at 6.09 million shares, and the total number of restricted shares to be granted is adjusted from 60.9 million shares to 59.99 million shares.
In addition to the contents of the incentive plan reviewed and approved by the first extraordinary general meeting of shareholders in 2022, other contents are consistent with the implementation plan of the company. According to the authorization of the company’s first extraordinary general meeting in 2022, this adjustment belongs to the matters authorized by the general meeting of shareholders to the board of directors, so it is not necessary to submit it to the general meeting of shareholders for deliberation.
The above adjustments comply with the relevant laws and regulations such as the management measures and the relevant provisions of the incentive plan (Draft), and there is no damage to the interests of the company and its shareholders.
6、 Legal opinion
The lawyer of Beijing Zhonglun law firm believes that the contents and procedures of this adjustment are legal and comply with the management measures, incentive plan (Draft) and the authorization of the general meeting of shareholders of the company.
7、 Verification opinions of independent financial advisor
Shanghai Rongzheng Investment Consulting Co., Ltd., an independent financial consultant, believes that as of the date of issuing the report, the list of restricted stock incentive objects and the number of rights and interests of the incentive plan comply with the relevant provisions of the management measures and the company’s incentive plan (Draft).
Board of directors of China Three Gorges new energy (Group) Co., Ltd. February 25, 2022
