Securities code: 600905 securities abbreviation: China Three Gorges Renewables (Group) Co.Ltd(600905) Announcement No.: 2022-012 the resolution announcement of the 41st meeting of the first board of directors of China Three Gorges new energy (Group) Co., Ltd. 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 the authenticity of its contents Individual and joint liability for accuracy and completeness. The 41st meeting of the first board of directors 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 meeting should be attended by 8 directors and 8 directors on site and video. The meeting was presided over by Chairman Wang wubin. The convening of the meeting complies with the relevant provisions of the company law and the articles of association, and the meeting is legal and effective. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The directors present at the meeting 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
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, according to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors adjusted 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.
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.
See the 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, which was disclosed on the website of Shanghai Stock Exchange on the same day.
All independent directors of the company expressed their independent opinions on the proposal.
Voting results: 5 in favor, 0 against and 0 abstention. Wang wubin, Zhao Guoqing and Zhang Junren, the directors of the company, were the incentive objects of the incentive plan and avoided voting on the proposal.
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
In accordance with the relevant provisions of the management measures, the incentive plan (Draft) and the authorization of the company’s first extraordinary general meeting in 2022, the board of Directors considers that the first grant conditions specified in the incentive plan have been met and agrees to take February 23, 2022 as the first grant date. It is agreed to grant 53.9 million restricted shares to 208 incentive objects at a grant price of 3.38 yuan / share.
For details of the proposal, see the announcement of China Three Gorges new energy (Group) Co., Ltd. on granting restricted shares to the incentive objects of the company’s restricted stock incentive plan in 2021, which was disclosed on the website of Shanghai Stock Exchange on the same day.
All independent directors of the company expressed their independent opinions on the proposal.
Voting results: 5 in favor, 0 against and 0 abstention. Wang wubin, Zhao Guoqing and Zhang Junren, the directors of the company, were the incentive objects of the incentive plan and avoided voting on the proposal.
3、 The proposal on Revising the asset impairment management system of China Three Gorges new energy (Group) Co., Ltd. was deliberated and adopted
Agree to the contents of the revised asset impairment management system of China Three Gorges new energy (Group) Co., Ltd.
Voting results: 8 in favor, 0 against and 0 abstention.
It is hereby announced.
Board of directors of China Three Gorges new energy (Group) Co., Ltd. February 23, 2022
