Securities code: 600905 securities abbreviation: China Three Gorges Renewables (Group) Co.Ltd(600905) Announcement No.: 2022-014
China Three Gorges new energy (Group) Co., Ltd
Restricted stock incentive plan for the first time granted to the company 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. Important content tips:
Restricted stock grant date: February 23, 2022
Number of restricted stock grants: 53.9 million shares
Grant price of restricted shares: 3.38 yuan / share
The restricted stock grant conditions specified in the 2021 restricted stock incentive plan (Draft) of China Three Gorges new energy (Group) Co., Ltd. (hereinafter referred to as the incentive plan (Draft) and this incentive plan) have been met. According to the authorization of the first extraordinary general meeting of shareholders of China Three Gorges new energy (Group) Co., Ltd. (hereinafter referred to as the company) in 2022, The company held the 41st meeting of the first board of directors on February 23, 2022, deliberated and adopted the proposal on the first grant of restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan and other proposals, and determined that the first grant date of restricted shares was February 23, 2022. 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、 Notes of the board of directors on meeting the grant conditions
According to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (hereinafter referred to as the Trial Measures) and the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (hereinafter referred to as the notice) After careful verification, the board of directors of the company believes that the grant conditions specified in the incentive plan have been met. The specific conditions of grant are as follows:
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 individual performance appraisal of the incentive object in 2020 is basically competent or above, and there is no one 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。
In conclusion, the board of Directors believes that the conditions for the first grant of restricted shares have been met and agrees to grant restricted shares to incentive objects who meet the conditions for grant.
3、 Status of this grant
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 adjustment, the number of incentive objects granted by the incentive plan for the first time is 212
The number of rights and interests granted for the first time was adjusted from 54.81 million shares to 53.9 million shares, the number of reserved rights and interests remained unchanged at 6.09 million shares, and the total number of restricted shares to be granted was 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.
The specific contents of the first award are as follows:
1. Grant date: February 23, 2022.
2. Number of shares granted: 53.9 million.
3. Number of persons granted: 208.
4. Grant price: 3.38 yuan / share.
5. Stock source: the company issues A-share common stock to the incentive object.
6. Validity period, sales restriction period and lifting of sales restriction arrangement:
(1) The validity period of this incentive plan shall be no more than 60 months from the date when the registration of the first grant of restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased.
(2) The sales restriction period of restricted shares granted by the 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 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 plan. After the restriction is lifted, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction, and the restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased by the company.
(3) The release period of restricted shares granted by the incentive plan for the first time and the release schedule of each period are shown in the table below:
The number of sales restrictions that can be lifted at the time of lifting the restrictions accounts for
Proportion of granted interests
The first month after 24 months from the date of completion of registration of the first grant
36 months from the trading date of the first lifting of the restriction period to the date of completion of registration of the first grant 1 / 3
Ending on the last trading day of the
The first month after 36 months from the date of completion of registration of the first grant
48 months from the trading date of the second lifting of the restriction period to the date of completion of registration of the first grant 1 / 3
Ending on the last trading day of the
The first month after 48 months from the date of completion of registration of the first grant
60 months from the trading date of the third lifting of the restriction period to the date of completion of registration of the first grant 1 / 3
Ending on the last trading day of the
(4) Conditions for lifting the restrictions on the sale of restricted shares
In addition to meeting the relevant requirements consistent with the grant conditions, the release of restricted shares granted to incentive objects must also meet the following conditions:
1) Company level performance assessment requirements
The restricted shares granted by the incentive plan shall be subject to annual performance evaluation and the restriction shall be lifted, so as to meet the performance evaluation objectives as the conditions for the lifting of the restriction.
The performance evaluation objectives of restricted shares granted for the first time and reserved in the plan during the lifting of restrictions are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The return on net assets in 2022 shall not be less than 7.73%, and shall not be lower than the average level of the same industry or benchmarking
Enterprise 75th percentile level;
In the first period of lifting the restrictions on sales, the compound growth rate of operating revenue in 2022 compared with that in 2020 shall not be less than 15% and not lower
