Securities code: 600905 securities abbreviation: China Three Gorges Renewables (Group) Co.Ltd(600905) Announcement No.: 2022-013 China Three Gorges new energy (Group) Co., Ltd
Announcement of resolutions of the 17th meeting of the first board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. The 17th meeting of the first board of supervisors of China Three Gorges new energy (Group) Co., Ltd. (hereinafter referred to as the company) was held in Beijing on the afternoon of February 23, 2022 in the form of on-site and video. The notice of the meeting was sent by e-mail on February 17, 2022. The number of supervisors attending this meeting should be 3 and the actual number is 3. The convening of this meeting complies with the relevant provisions of the company law and the articles of association. The meeting was presided over by chairman he Hongxin, and the attending supervisors voted by open ballot to form the following resolutions:
1、 The proposal on adjusting the company’s restricted stock incentive plan in 2021 was deliberated and adopted
After review, the board of supervisors of the company believes that:
In view of the fact that the four first granted incentive objects determined in the company’s 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the incentive plan (Draft)) do not meet the first granted incentive qualification, the company will adjust the list of incentive objects and the number of incentives granted for the first time in this 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 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. 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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the measures) and other relevant laws and regulations and the relevant provisions of the incentive plan (Draft), and there is no damage to the interests of the company and shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
2、 The proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan for the first time was reviewed and approved
After review, the board of supervisors of the company believes that:
The 208 incentive objects actually granted with restricted shares this time are the personnel among the incentive objects determined in the company’s incentive plan (Draft) and its summary deliberated and approved by the company’s first extraordinary general meeting in 2022. There are no following circumstances that cannot be incentive objects as mentioned in Article 8 of the management measures:
(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.
For the first time, the incentive object granted in the incentive plan meets the incentive object conditions specified in the management measures and other relevant laws, regulations, rules and normative documents. The individual performance assessment of the incentive object in 2020 is basically competent and above, meets the incentive object conditions specified in the incentive plan (Draft) of the company, and its subject qualification as the incentive object of the incentive plan is legal Effective. Meanwhile, the first grant conditions of the incentive plan have been met, and it is agreed to grant 53.9 million restricted shares to 208 eligible incentive objects on February 23, 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Board of supervisors of China Three Gorges new energy (Group) Co., Ltd. February 23, 2022
