Stock Code: Gree Electric Appliances Inc.Of Zhuhai(000651) stock abbreviation: Gree Electric Appliances Inc.Of Zhuhai(000651) Announcement No.: 2022037 Gree Electric Appliances Inc.Of Zhuhai(000651)
Announcement of resolutions of the 5th meeting of the 12th board of directors
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”) sent the notice on convening the fifth meeting of the 12th board of directors by e-mail on May 13, 2022, and the meeting was held by on-site meeting combined with communication voting on May 20, 2022. The meeting was presided over by Ms. Dong Mingzhu, the chairman of the board of directors. There were 9 directors who should attend the meeting and 9 actually attended the meeting (including Mr. Guo shuzhan, the director, and Ms. Liu Shuwei, Mr. Xing Ziwen and Mr. Zhang Qiusheng, the independent directors attended by means of communication voting). The company’s supervisors and the Secretary of the board of directors attended the meeting as nonvoting delegates. The convening and convening of the meeting shall comply with the provisions of the company law of the people’s Republic of China and the Gree Electric Appliances Inc.Of Zhuhai(000651) articles of association.
After deliberation at the meeting, the voting results of relevant proposals are as follows:
1、 The proposal on Gree Electric Appliances Inc.Of Zhuhai(000651) phase II employee stock ownership plan (Draft) was deliberated and adopted with 6 affirmative votes, 0 negative votes and 0 abstention
In order to further improve the long-term incentive policy of employees and realize the steady growth of the company’s performance under the impact of severe external situation, the salary and assessment committee formulated Gree Electric Appliances Inc.Of Zhuhai(000651) phase II employee stock ownership plan (Draft) in accordance with the provisions of relevant laws and regulations and in combination with the actual situation of the company and submitted it to the board of directors for deliberation.
The independent directors of the company expressed their independent opinions on the above proposal. During the deliberation of the proposal, related directors Dong Mingzhu, Zhang Wei and Deng Xiaobo have avoided voting according to law. For details, see Gree Electric Appliances Inc.Of Zhuhai(000651) phase II employee stock ownership plan (Draft) disclosed by the company on cninfo.com.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the second phase of the company’s employee stock ownership plan was deliberated and adopted with 6 affirmative votes, 0 negative votes and 0 abstention votes
In order to ensure the smooth implementation of the second phase of the company’s employee stock ownership plan, the board of directors will submit to the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan, including but not limited to the following matters:
(1) Authorize the board of directors to implement the employee stock ownership plan;
(2) Authorize the board of directors to make a decision on the extension of the duration of the above employee stock ownership plan;
(3) Authorize the board of directors to handle all matters concerning the locking and unlocking of shares purchased under the employee stock ownership plan;
(4) Authorize the board of directors to review the changes of the ESOP other than the performance evaluation indicators, including but not limited to the basis for determining the holders, the number of holders and their subscription amount, capital scale, stock source, stock scale, purchase price, equity ownership arrangement and other matters;
(5) After the ESOP is reviewed and approved by the general meeting of shareholders, if there are changes in relevant laws, regulations and policies within the implementation period, the board of directors of the company shall be authorized to make corresponding adjustments to the ESOP in accordance with the new policies;
(6) Authorize the board of directors to handle other necessary matters required by the above employee stock ownership plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
The above authorization shall be valid from the date of adoption of the general meeting of shareholders to the date of completion of the implementation of the employee stock ownership plan. During the deliberation of this proposal, related directors Dong Mingzhu, Zhang Wei and Deng Xiaobo have avoided voting according to law.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on adjusting the performance evaluation indicators of Gree Electric Appliances Inc.Of Zhuhai(000651) phase I employee stock ownership plan was deliberated and adopted with 6 affirmative votes, 0 negative votes and 0 abstention votes
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 no less than 20% higher than that in 2020, and the annual growth of cash per share in that year is no less than 2 billion yuan, and the 2022 bonus is no less than 2 yuan or the total cash dividend is no less than 22% of the company’s return on net assets and 50% of the company’s net profit in that year. The cash dividend per share shall not be less than 2 yuan or the total cash dividend shall not be less than 50% of the net profit of the current year.
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.
During the deliberation of this proposal, related directors Dong Mingzhu, Zhang Wei and Deng Xiaobo have avoided voting according to law. Independent directors expressed their independent opinions on the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the announcement on adjusting the performance evaluation indicators of the company’s phase I employee stock ownership plan (Announcement No.: 2022039) and Gree Electric Appliances Inc.Of Zhuhai(000651) phase I employee stock ownership plan (Draft) (Revised) disclosed by the company in the designated information disclosure media.
It is hereby announced.
Gree Electric Appliances Inc.Of Zhuhai(000651) board of directors may 21, 2002
