Securities code: Gree Electric Appliances Inc.Of Zhuhai(000651) securities abbreviation: Gree Electric Appliances Inc.Of Zhuhai(000651) Announcement No.: 2022038
Gree Electric Appliances Inc.Of Zhuhai(000651)
Announcement of resolutions of the fourth meeting of the 12th board of supervisors
The company and all members of the board of supervisors 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” and “the company”) sent a notice on convening the fourth meeting of the 12th board of supervisors by e-mail on May 13, 2022, and the meeting was held in the form of on-site meeting combined with communication voting on May 20, 2022. The meeting was presided over by Ms. Cheng Min, chairman of the board of supervisors. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting (of which Mr. Duan Xiufeng attended in the form of communication voting). The convening and convening of the meeting shall comply with the provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Gree Electric Appliances Inc.Of Zhuhai(000651) articles of association.
After deliberation at the meeting, the following resolutions are formed:
1、 The proposal on Gree Electric Appliances Inc.Of Zhuhai(000651) phase II employee stock ownership plan (Draft) was deliberated and adopted with 2 affirmative votes, 0 negative votes and 0 abstention
The board of supervisors believes that the contents of Gree Electric Appliances Inc.Of Zhuhai(000651) phase II employee stock ownership plan (Draft) comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law of the people’s Republic of China, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, which is conducive to improving and perfecting the company’s incentive mechanism and effectively mobilizing the enthusiasm and creativity of the company’s management and employees, Improve the cohesion of all employees and promote the sustainable, healthy and long-term development of the company; There are no circumstances that the company’s legal and compulsory shareholders’ consideration of the stock ownership plan and the effective allocation of the company’s shareholders do not damage the interests of all employees. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the participants of the employee stock ownership plan. During the deliberation of the proposal, Wang fawen, a related supervisor, has avoided voting according to law.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, see Gree Electric Appliances Inc.Of Zhuhai(000651) phase II employee stock ownership plan (Draft) disclosed by the company on cninfo.com.
2、 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 2 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.
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.
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.
During the deliberation of this proposal, Wang fawen, a related supervisor, has avoided voting according to law.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Gree Electric Appliances Inc.Of Zhuhai(000651) board of supervisors may 21, 2002
