Stock Code: Gree Electric Appliances Inc.Of Zhuhai(000651) stock abbreviation: Gree Electric Appliances Inc.Of Zhuhai(000651) Announcement No.: 2022039 Gree Electric Appliances Inc.Of Zhuhai(000651)
Announcement on adjusting the performance evaluation indicators of the company’s phase I employee stock ownership plan
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Gree Electric Appliances Inc.Of Zhuhai(000651) (hereinafter referred to as “the company”) held the 5th meeting of the 12th board of directors and the 4th meeting of the 12th board of supervisors on May 20, 2022, deliberated and adopted the proposal on adjusting the performance evaluation indicators of Gree Electric Appliances Inc.Of Zhuhai(000651) phase I employee stock ownership plan, and now the relevant matters are announced as follows:
1、 Overview of the company’s phase I employee stock ownership plan
1. On June 18, 2021, the company held the 22nd Meeting of the 11th board of directors, deliberated and adopted the proposal on Gree Electric Appliances Inc.Of Zhuhai(000651) phase I ESOP (Draft) (hereinafter referred to as “phase I ESOP”) and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to phase I ESOP of the company, on which the independent directors of the company expressed independent opinions. On the same day, the company held the 16th meeting of the 11th board of supervisors and deliberated and adopted the proposal on Gree Electric Appliances Inc.Of Zhuhai(000651) phase I employee stock ownership plan (Draft). On June 30, 2021, the company held the resolution of 2020 annual general meeting of shareholders, deliberated and approved the relevant proposals of the first phase of employee stock ownership plan. 2. On December 14, 2021, the company received the confirmation of securities transfer registration from China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. The special securities account for repurchase of the company transferred 46334473 shares to the special account of ” Gree Electric Appliances Inc.Of Zhuhai(000651) – phase I Employee Stock Ownership Plan” through non transaction transfer on December 13, 2021, accounting for 0.78% of the total share capital of the company, with a total purchase amount of 1143534800 yuan.
See the relevant announcements disclosed by the company on cninfo.com and designated information disclosure media for the specific contents of the above matters.
2、 Reasons for adjusting the performance evaluation indicators of the company’s phase I employee stock ownership plan
Since the company launched the first phase of the employee stock ownership plan in 2021, the external environment has changed greatly, and the production and operation are facing more uncertainty. However, the management of the company will continue to take the original performance target of the first phase of the employee stock ownership plan as the annual operation guide and strive to achieve it. In order to make up for the company’s lack of incentives for a long time, fully mobilize the enthusiasm of employees to cope with the severe impact of the external situation and realize the steady growth of the company’s future performance, the company plans to adjust the performance net profit assessment index of the first phase of the employee stock ownership plan, increase the assessment index of return on net assets, maintain the return on net assets at a high level in the industry, and establish shareholders and management through the implementation of the employee stock ownership plan Benefit sharing and risk sharing mechanism between middle-level cadres and core employees to improve the sense of ownership and enthusiasm of core employees. The specific adjustments are as follows:
Before adjustment after adjustment
The first vesting period: the net profit in 2021 is no less than 10% higher than that in 2020, and the annual increase of cash per share in that year is no less than RMB 1 billion, and the cash dividend per share in that year is no less than RMB 2 or the total cash dividend is no less than RMB 2 or 50% of the total annual net profit. Not less than 50% of the net profit of the current year;
The second vesting period: the net profit in 2022 is higher than that in 2020. The second vesting period: the net profit in 2022 is higher than that in 2020 by no less than 20%, and the annual growth of cash per share in that year is no less than RMB 2 billion, and the return on net assets of the company in 2022 is no less than 22% The total cash dividend of the current year shall not be less than 2 yuan or 50% of the total cash dividend of the current year. The net profit of the current year shall not be less than 50%.
When the first assessment vesting period expires, if the first assessment vesting period of the company’s performance test expires, if the company’s performance assessment indicators do not meet the standards, all the assessment indicators of the first phase of attributable stocks do not meet the standards, and all the first phase of attributable stocks are deferred to the second assessment vesting period for combined assessment, and if deferred to the second assessment vesting period for combined assessment, If the performance appraisal indicators of the company in the second appraisal vesting period meet the standards of the performance appraisal indicators of the company in the second appraisal vesting period, and the total net profits in 2021 and 2022 are not standard, the net profits in 2021 and 2022 are respectively lower than 230% of the net profits in 2020, and the sum of the increase in the net profits of the management committee in 2020 is not less than 3 billion yuan in combination with the personal performance appraisal results of employees, The management committee allocates the attributable stock rights and interests in combination with the employee’s personal performance. According to the assessment results, the attributable stock rights and interests of the two periods shall be allocated.
3、 Opinions of independent directors
After verification, we believe that the performance evaluation indicators of the first phase of the adjustment of the company’s employee stock ownership plan comply with the provisions of relevant laws and regulations such as the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the related directors have avoided voting according to relevant provisions, and the deliberation and decision-making procedures of the board of directors are legal and compliant.
The company adjusts the performance assessment indicators of the first phase of the employee stock ownership plan according to the impact of the actual pressure faced by production and operation on the business performance, which is conducive to fully mobilize the enthusiasm of employees and ensure the steady growth of the company’s future performance under the impact of severe external situation, without damaging the interests of the company and all shareholders.
We unanimously agree that the company will adjust the performance evaluation indicators of the first phase of the employee stock ownership plan, and agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 Opinions of the board of supervisors
After examination, the board of supervisors held that the company adjusted the performance assessment indicators of the first phase of the employee stock ownership plan according to the impact of the actual pressure faced by production and operation on the operating performance, in line with the provisions of relevant laws and regulations such as the guiding opinions on the pilot implementation of the employee stock ownership plan by listed companies, and the relevant decision-making procedures are legal and effective.
Gree Electric Appliances Inc.Of Zhuhai(000651) board of directors may 21, 2002
