Securities abbreviation: China Three Gorges Renewables (Group) Co.Ltd(600905) securities code: 600905 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021
Matters related to adjustment and initial grant
of
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 1 II. Statement 1 III. basic assumptions 2 IV. approval and authorization of the incentive plan 3 V. opinions of independent financial consultant 5 (I) description of the achievement of equity grant conditions 5 (II) adjustment of relevant matters of the incentive plan 6 (III) this grant 6 (IV) impact of the implementation of the incentive plan on the financial status and operating results of relevant years 10 (V) concluding observations 10 VI. documents for future reference and consultation methods 11 (I) documents for future reference 11 (II) consultation method 11 I. interpretation 1 Listed company, company, China Three Gorges Renewables (Group) Co.Ltd(600905) : refers to China Three Gorges new energy (Group) Co., Ltd. 2. Equity incentive plan, restricted stock incentive plan and this incentive plan: refer to the restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021. 3. Restricted shares: the company grants a certain number of company shares to the incentive object according to the conditions and prices specified in the incentive plan. The restricted sale period of such shares is set for a certain period of time. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met. 4. Incentive object: employees who obtain a certain number of restricted shares in accordance with the provisions of this incentive plan. 5. Term of validity: refers to the period from the date of completion of the registration of the grant of restricted shares to the date when all restricted shares are lifted or repurchased. 6. Grant date: refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day. 7. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 8. 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. 9. Release period: refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met. 10. Conditions for lifting the restriction on sale: refer to the conditions that must be met for the lifting of the restriction on the sale of restricted shares granted to the incentive object according to the incentive plan. 11. Company Law: refers to the company law of the people’s Republic of China. 12. Securities Law: refers to the securities law of the people’s Republic of China. 13. Administrative measures: refers to the administrative measures for equity incentive of listed companies. 14. Trial Measures: refers to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic). 15. Notice: refers to the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies. 16. Guidelines: guidelines for the implementation of equity incentive by listed companies controlled by central enterprises. 17. Articles of association: refers to the articles of association of China Three Gorges new energy (Group) Co., Ltd. 18. CSRC: refers to the China Securities Regulatory Commission.
19. Stock Exchange: refers to Shanghai Stock Exchange. 20. RMB: refers to RMB.
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 China Three Gorges Renewables (Group) Co.Ltd(600905) . All parties involved in the incentive 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 adjustment of the incentive plan and the first grant are fair and reasonable to the shareholders of China Three Gorges Renewables (Group) Co.Ltd(600905) and the impact on the shareholders’ rights and interests and the continuous operation of the listed company, which does not constitute any investment suggestions for China Three Gorges Renewables (Group) Co.Ltd(600905) and the possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
(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 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 consultant has conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of the listed company, salary management measures, resolutions of the previous board of directors and general meetings of shareholders, the company’s financial reports in relevant periods The company’s production and operation plan, and has effectively communicated with the 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 independent financial advisory 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, the trial measures, the notice and the guidelines, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The report issued by the independent financial adviser is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(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 incentive plan are true and reliable;
(IV) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this incentive plan can fully perform all obligations in good faith in accordance with the terms of this incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Approval and authorization of this incentive plan
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 submitting 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 other relevant proposals. 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.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, China Three Gorges Renewables (Group) Co.Ltd(600905) the adjustment of the board of directors and the first granting of restricted shares to incentive objects have obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the company’s incentive plan (Draft).
5、 Opinions of the independent financial adviser (I) description of the achievement of the conditions for granting rights and interests
1. The company is not under any of the following circumstances:
(1) The financial and 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 most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(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) Those who are not allowed to serve as directors or senior managers 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.
3. The company’s performance assessment conditions meet the following conditions:
The return on net assets in 2020 shall not be less than 7%, and shall not be lower than the average level of the same industry or the 50th percentile level of benchmarking enterprises; The compound growth rate of operating revenue from 2018 to 2020 shall not be less than 10%, and shall not be lower than the average performance level of the same industry or the 50th percentile level of benchmark enterprises; Improvement of economic added value in 2020 Δ EVA>0。
4. If the individual performance assessment of the incentive object meets the standard, it will meet the following conditions:
The individual performance appraisal results of the incentive object in 2020 are basically competent and above.
After verification, the independent financial adviser believes that the conditions for the first award of the incentive plan have been met. (II) adjustment of relevant matters of the incentive plan
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 company’s incentive plan for the first time in 2022
