杭汽轮Ｂ:向激励对象授予预留部分限制性股票的公告（英文）
Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2021-114 Hangzhou Steam Turbine Co., Ltd. Announcement on Granting Reserved Restricted Shares to Incentive Objects The members of the Board and the Company acknowledge being responsible for the truthfulness, accuracy, and completeness of the announcement. Not any false record, misleading statement or significant omission carried in this announcement. Special Tips: ●Listing date for restricted stock: December 16,2021 ● Reserve grant quantity of restricted shares: 1,380,000 million shares Hangzhou Steam Turbine Co., Ltd. (hereinafter referred to as "the Company") has fulfilled the conditions for granting restricted stocks stipulated in the 2021 restricted stock incentive plan (hereinafter referred to as "this incentive plan" and "incentive plan"). According to the authorization of the second provisional general meeting of shareholders of 2021. On December 16, 2021, the Company convened the 20th meeting of the 8th Board of Directors and the 13th Meeting of the 8th Board of Supervisors, reviewed and approved the Proposal on Granting Reserved Restricted Shares to Incentive Objects, and determined that the grant date of restricted stocks would be December 16, 2021. The relevant matters are explained as follows: I. Brief introduction of incentive plan (I) Source of underlying stocks The underlying stock of this incentive plan is the company stock repurchased in the special securities account for repurchase by the company. （II）The number of restricted stocks to be granted in this incentive plan is 19,551,800, accounting for 2.59% of the total share capital for 754,010,400 shares of the company at the time of announcement of this incentive plan. Where, 18.17 million are granted for the first time, accounting for 2.41% of the company's total share capital; 1,381,800 are reserved, accounting for 0.18% of the company's total share capital of 754,010,400, and the reserved portion accounts for 7.07% of the total equity granted this time. The number of restricted shares granted to any incentive object in the incentive plan does not exceed 1% of the total share capital of the company before the incentive plan is submitted to the shareholders' meeting for deliberation. (III) This incentive plan has 500 incentive objects, including the company directors (excluding independent directors and external directors), senior management personnel, other leadership members, company middle management and company core personnel. (IV)The grant price of the restricted stocks is HKD 6.825 per share. The pricing base date of the grant price of restricted stocks (including reserved grants) granted by this incentive plan is the announcement date of this incentive plan. The grant price shall not be less than 50% of the higher of the following prices: 1. The average trading price of the Company's underlying stock in the 1st trading day before the announced by this incentive plan (total trading volume of the 1st trading day/total trading volume of the 1st trading day). 2. One of the following prices: (1) The average trading price of the Company's underlying stocks in the first 20 trading days announced by this incentive plan (total trading amount of stocks in the first 20 trading days/total trading amount of stocks in the first 20 trading days). (2) The average trading price of the Company's underlying stocks in the first 60 trading days announced by this incentive plan (total trading amount of stocks in the first 60 trading days/total trading amount of stocks in the first 60 trading days). (3) The average trading price of the Company's underlying stocks in the first 120 trading days announced by this incentive plan (total trading amount of stocks in the first 120 trading days/total trading amount of stocks in the first 120 trading days). (V) Time arrangement of this incentive plan The validity period of this incentive plan shall be from the date when the registration of granting restricted stock is completed to the date when all restricted stocks granted to the incentive object are released or repurchased, which shall be no more than 60 months. The sales restriction period of restricted stocks granted by this incentive plan is 24 months, 36 months and 48 months from the date of registration of the granted restricted stocks. During the sales restriction period, the restricted stocks granted to the incentive object according to this incentive plan shall be restricted for sale, and shall not be transferred, used to guarantee or repay debts. Shares such as capital reserve converted into share capital, distribution of stock dividends, and share splitting obtained by the incentive object due to the granted restricted stocks that have not been released from the sales restriction are locked according to this incentive plan. If the Company repurchases restricted stocks that have not been lifted for sales restriction, these stocks will be repurchased together. After 24 months from the date of registration of restricted stocks granted by this incentive plan, the incentive object will be lifted on sales restriction in three phases in the next 36 months. The sales restriction release period of restricted stocks and the release schedule of each period are shown in the following table: Release arrangement of sales restriction Release time of sales restriction Proportion of the number of sales restriction that can be lifted to the number of authorized benefits First Sales restriction release period From the first trading day 24 months after the completion of the grant registration to the last trading day within 36 months after the completion of the grant registration 33% Second Sales restriction release period From the first trading day 36 months after the completion of the grant registration to the last trading day within 48 months after the completion of the grant registration 33% Third Sales restriction release period From the first trading day 48 months after the completion of the grant registration to the last trading day within 60 months after the completion of the grant registration 34% Restricted stocks that are not allowed to be released on sales restriction during the sales restriction release period of the incentive object shall not be deferred to the later year for release, and such restricted stocks shall be repurchased by the Company according to the granted price. (VI) Performance assessment requirements for lifting restrictions on the restricted stock sales 1. Performance assessment requirements at company level For restricted stocks granted by this incentive plan, the assessment year for lifting the restricted sales of this incentive plan is three fiscal years from 2021 to 2023, with one assessment in each fiscal year. The performance assessment of lifting the restricted stock granted by this plan is shown in the following table: Sale restriction period Performance assessment conditions The first sales restriction release period Based on the average performance from 2018 to 2020, the growth rate of net profit attributable to ordinary shareholders of the company in 2021 is not lower than [12.0%], which is not lower than the average level of the same industry; The return on net assets in 2021 is not lower than [8.0%], which is not lower than the average level of the same industry; In 2021, the profit of main business accounts for no less than [73%] of the total profit. The second sales restriction release period Based on the average performance from 2018 to 2020, the growth rate of net profit attributable to ordinary shareholders of the company in 2022 is not lower than [16.0%], which is not lower than the average level of the same industry; The return on net assets in 2022 is not lower than [8.0%], which is not lower than the average level of the same industry; In 2022, the profit of main business accounts for no less than [73%] of the total profit. The third sales restriction release period Based on the average performance from 2018 to 2020, the growth rate of net profit attributable to ordinary shareholders of the company in 2023 is not lower than [20.0%], which is not lower than the average level of the same industry; The return on net assets in 2023 is not lower than [8.0%], which is not lower than the average level of the same industry; In 2023, the profit of main business accounts for no less than [73%] of the total profit. Note: ① The impact of other comprehensive income-changes in fair value of investment in other equity instruments on changes in net assets is not considered when calculating the return on net assets. ② When calculating the growth rate of net profit, the net profit attributable to the parent company of the listed company after excluding the influence of share-based payment expenses of this plan is the accounting standard. ③ Main business profit = total profit - investment income. ④ The specific accounting standard of performance indicators shall be determined by the Board of Directors authorized by the General Meeting of Shareholders. ⑤ Within the validity period of the equity incentive plan, if the net assets change due to additional issuance, share allotment, merger and acquisition, etc., Where assessing the return on net assets index for the year, changes in net assets and net profit changes caused by this event are excluded. ⑥ The Company is of the "General Equipment Manufacturing Industry" under the "Manufacturing Industry" category of CSRC, and its peer enterprises in the same industry are all domestic A-share and B-share listed companies under the "General Equipment Manufacturing Industry" category of CSRC. If the performance assessment target of the restricted stock in a certain period of the sales restriction release period is not achieved, the restricted stock of all incentive objects in the current period cannot be lifted, and the Company will repurchase the restricted stock at the granted price. 2. Assessment of incentive objects at individual level Assessment of incentive objects at individual level shall be conducted in accordance with the Administrative Measures for the Implementation Assessment of Restricted Stock Incentive Plan of Hangzhou Steam Turbine Co., Ltd. in 2021. Individual assessment of incentive objects is carried out by years, and performance assessment results (S) are divided into four grades. The proportion of sales restriction release in the current year is determined according to the results of individual performance assessment. The actual sales restriction release amount of the individual in the current year = the coefficient of sales restriction release × the planned sales restriction release amount of the individual in the current year. The special circumstances in performance assessment shall be decided by the Board of Directors. See the following table for details: Evaluation results (s) Excellent Good Pass Fail Coefficient of sales restriction release 1 0.8 0 Restricted stocks that cannot be released in the current period due to the results of performance assessment at individual level shall not be deferred until the sales restriction release in the next period, and shall be repurchased by the Company at the granted price. II. Decision-making procedure and approval of equity incentive plan (I) On July 11, 2021, the 14th Meeting of the Eighth Board of Directors reviewed and approved the Proposal on the Company's Restricted Stock Incentive Plan (Draft) in 2021 and its Summary, the Proposal on the Company's Implementation Assessment Management Measures for the Restricted Stock Incentive Plan in 2021, and the Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Restricted Stock Incentive Plan in 2021, and the Ninth Meeting of the Eighth Supervisors of the Company reviewed and approved the above related proposals. The Company disclosed related announcements such as the Restricted Stock Incentive Plan (Draft) and its Summary in 2021, the Implementation Assessment Management Measures for the Restricted Stock Incentive Plan in 2021, the Incentive Object List of the Restricted Stock Incentive Plan in 2021, the Self-inspection Form of Equity Incentive Plan, and the Legal Opinions of Shanghai Allbright Law Offices on the 2021 Restricted Stock Incentive Plan of Hangzhou Steam Turbine Co., Ltd. Independent directors of the Company expressed their independent opinions on whether the equity incentive plan is conducive to the sustainable development of the Company and whether there is any harm to the interests of the Company and all shareholders. The Board of Supervisors of the Company issued the Verification Opinions on the Company's Restricted Stock Incentive Plan (Draft) in 2021. (II) On August 12, 2021, the Company disclosed the Announcement on the Approval of Equity Incentive Plan by Hangzhou SASAC. The Company received the Reply of Hangzhou Steam Turbine Co., Ltd. on Implementing the Restricted Stock Incentive Plan in 2021 (HGZK [2021] No.45), and Hangzhou SASAC agreed in principle that the Company should implement the restricted stock incentive plan in 2021. (III) From July 12, 2021 to July 21, 2021, the Company publicized the names and positions of the incentive objects by posting the Publicity of the Company's Restricted Stock Incentive Objects in 2021 on the Company's business premises, specifying the circumstances that forbids to be equity incentive objects, and the ways and means of feedback during the publicity period. As of the expiration of the publicity period, the Company has not received any objection from any organization or individual to the incentive object of this incentive plan. On August 23, 2021, the Company disclosed the Publicity and Verification Opinions of the Board of Supervisors of the Company on the List of Incentive Objects of Restricted Stock Incentive Plan. The Board of Supervisors of the Company believes that the incentive objects listed in this incentive plan comply with the Administrative Measures, Trial Measures, Notice and other laws, regulations, normative documents and the scope and conditions of incentive objects stipulated in the Incentive Plan (Draft), and there is no circumstances that forbids to be incentive objects, and its qualification as the incentive objects of this incentive plan is legal and effective. On August 23, 2021, the Company disclosed the Independent Financial Advisor's Report of CITIC Securities Co., Ltd. on the Restricted Stock Incentive Plan (Draft) in 2021 of Hangzhou Steam Turbine Co., Ltd. (IV) On August 27, 2021, the Company held the Second provisional Shareholders' General Meeting in 2021, which reviewed and approved the Proposal on the Company's Restricted Stock Incentive Plan in 2021 and its Summary, the Proposal on the Company's Implementation Assessment Management Measures for the Restricted Stock Incentive Plan in 2021, and the Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Restricted Stock Incentive Plan in 2021. Meanwhile, the Company disclosed the Self-inspection Report on Insider Information of Restricted Stock Incentive Plan in 2021 and Stock Trading of Incentive Objects. (V)On August 30, 2021, the Company convened the 16th Board of Directors and the 11th Session of the Eighth Board of Supervisors, and respectively reviewed and approved the Proposal on Granting Restricted Shares to Incentive Objects for the First Time. Independent directors of the Company expressed independent opinions on relevant proposals of the Board of Directors. (VI) On October 22, 2021, the Company completed the registration of granting restricted shares for the first time, with 455 people registered for the first time and 18,060,000 shares registered. (VII) On December 16, 2021, the 20th Meeting of the 8th Board of Directors and the 13th Meeting of 8th Board of Supervisors of the Company reviewed and approved the Proposal on Granting Reserved Restricted Shares to Incentive Objects. Independent directors of the Company expressed independent opinions on relevant proposals of the Board of Directors. III. Explanation of the Board of Directors on meeting the conditions for granting restricted stocks The Company must meet the following conditions at the same time before granting restricted stocks to the incentive object according to this incentive plan. (I) None of the following situations occurred in the Company: 1. The certified public accountants have issued an audit report with negative opinions or that cannot express opinions for the financial and accounting reports in the latest fiscal year; 2. The certified public accountants have issued an audit report with negative opinions or that cannot express opinions for the internal control of financial reports in the latest fiscal year; 3. In the 36 months after listing, there have been cases where profits have not been distributed according to laws and regulations, the Articles of Association and public commitments; 4. Where the provisions of laws and regulations stipulates not to implement equity incentives; 5. Other circumstances identified by the CSRC. (II) None of the following situations occurred in the incentive objects: 1. He has been identified as an inappropriate candidate by the stock exchange in the last 12 months; 2. He has been identified as an inappropriate candidate by the CSRC and its dispatched offices in the last 12 months; 3. In the last 12 months, he has been subject to the administrative penalties imposed by CSRC and its dispatched offices or market ban measures due to major violations of laws and regulations; 4. He is not allowed to serve as a director or senior manager of the company as stipulated in the Company Law; 5. Where the laws and regulations stipulate that he is not allowed to participate in the equity incentives of listed companies; 6. Other circumstances identified by the CSRC. (III) The Company's performance evaluation conditions are up to standard, that is, the following conditions are met: 1. Based on 2019, the Company's net profit growth rate attributable to shareholders of listed companies in 2020 is not less than 10%, and is not lower than the industry average; 2. The return on net assets in 2020 is not lower than [7.0%], which is not lower than the average level of the same industry; 3. In 2020, the profit of main business accounts for no less than [70%] of the total profit. Note: ① The impact of other comprehensive income-changes in fair value of investment in other equity instruments on changes in net assets is not considered when calculating the return on net assets. ② When calculating the growth rate of net profit, the net profit attributable to the parent company of the listed company after excluding the influence of share-based payment expenses of this plan is the accounting standard. ③ Main business profit = total profit - investment income. ④ The specific accounting standard of performance indicators shall be determined by the Board of Directors authorized by the General Meeting of Shareholders. ⑤ The Company is of the "General Equipment Manufacturing Industry" under the "Manufacturing Industry" category of CSRC, and its peer enterprises in the same industry are all domestic A-share and B-share listed companies under the "General Equipment Manufacturing Industry" category of CSRC. After careful verification, the Board of Directors believes that neither the Company nor the incentive object has occurred or does not fall into any of the above situations, and the performance assessment conditions of the Company have reached the standards, and the granting conditions of this incentive plan have been met. IV. Granting of restricted stocks (I) Grant date: December 16,2021 （II) Reserve grant quantity:1,380,000 million shares (III) Number of grant objects: 37 people (IV) Grant price: HKD 6.825/share (V)The distribution of restricted stocks granted by this incentive plan among the incentive objects is shown in the following table: Name Position Number of restricted stocks( Ten thousand shares) Proportion of total grants Proportion of share capital of the Company before grant Li Shijie Deputy Secretary of the Party Committee and Chairman of the Trade union 20 1.02% 0.03% Middle management，6 58 2.97% 0.08% Core personnel,，30 60 3.07% 0.08% Total 138 7.06% 0.18% directors, supervisors, shareholders or actual controllers who individually or collectively hold more than 5% of the Company's shares, and their spouses, parents and children; 2. The number of restricted shares granted to any incentive object in the incentive plan does not exceed 1% of the total share capital of the company before the plan is submitted to the shareholders' meeting for deliberation. (VI) After the granting of restricted stocks, it will not lead to the distribution of shares not meeting the listing requirements. V. Verification opinion of the Board of Supervisors on the list of incentive objects on the grant date The Board of Supervisors believes: The incentive objects for this grant have the qualifications stipulated in the Company Law, Securities Law and other laws, regulations and normative documents as well as the Articles of Association, and meet the incentive object conditions stipulated in the Administrative Measures for Equity Incentive of Listed Companies and the scope of incentive objects stipulated in the Draft Restricted Stock Incentive Plan of the Company in 2021, their qualifications as the incentive objects of the Company's restricted stock incentive plan are legal and effective, and the conditions for granting restricted stocks to incentive objects have been achieved. VI. The difference between the incentive plan implemented this time and the incentive plan adopted by the Shareholders’ General Meeting The number of shares reserved in the incentive plan is 1,381,800, and the actual number of shares granted this time is 1,380,000. In addition, The equity incentive plan implemented this time is consistent with the incentive plan reviewed and approved at the Second provisional Shareholders' General Meeting of 2021. VII. Opinions of independent directors The Board of Directors decided that the reserved grant date of this incentive plan was December 16, 2021. which complies with the relevant regulations on the grant date in the Administrative Measures on Equity Incentives of Listed Companies, the Guidelines for Business Handling of Listed Companies of Shenzhen Stock Exchange No.9-Equity Incentives, and the Company's Restricted Stock Incentive Plan (Draft) in 2021 and its summary. Meanwhile, this grant also complies with the provisions on the conditions for granting restricted stocks to incentive objects in the Company's equity incentive plan. The decisions made have performed the necessary procedures, and there is no harm to the interests of the Company and all shareholders. Independent directors unanimously agreed that the reserved grant date of the Company's 2021 restricted share incentive plan is December 16, 2021. and we agree to grant 1.38 million restricted stocks to 37 incentive objects who meet the granting conditions. VIII. Opinions of the Board of Supervisors The Board of Supervisors of the Company believes that all the incentive objects reserved for granting in this incentive plan meet the requirements stipulated by relevant laws, regulations and normative documents, their qualifications as the incentive objects of the Company's equity incentive plan are legal and effective, and the conditions for granting restricted shares have been fulfilled, and it is agreed that December 16, 2021 will be reserved for granting restricted shares, and 1,380,000 restricted shares will be granted to 37 eligible incentive objects at a grant price of HKD 6.825 per share. IX. Description of the trading of the Company's shares by the directors and senior management personnel who participated in the incentive 6 months before the grant date The directors and senior management personnel participating in this incentive plan did not buy or sell the company's shares within 6 months before the grant date. X. Funding arrangements for incentive objects to subscribe for restricted stocks and pay personal income tax All the funds for the incentive objects to subscribe for restricted stocks and pay personal income tax are self-raised, and the Company promises not to provide loans or financial assistance of any other form for the incentive object to obtain restricted stocks according to this incentive plan, including providing guarantee for its loans. The Company will sign an equity incentive agreement with the incentive objects, and the incentive objects will pay the Company the funds required to subscribe for restricted stocks, and the accounting firm will verify the capital and issue a capital verification report. The Company will handle the related work of tax deduction for incentive objects in accordance with the relevant regulations of tax authorities. XI. Impact of stock-based payment expenses on the Company's financial situation 1. According to the Accounting Standards for Business Enterprises No.11-Share-based Payment, the Company will revise the number of restricted stocks that are expected to be released from the sales restriction on each balance sheet date of the sales restriction period according to the latest acquired follow-up information such as changes in the number of people are entitled to sale restriction release and the completion of performance indicators, and according to the fair value on the grant date of restricted stock, the services obtained in the current period will be included in relevant costs or expenses and capital reserves. 2. The method for determining the fair value of restricted stocks According to the Accounting Standards for Business Enterprises No.11-Share-based Payment, the Company takes the difference between the closing price of shares on the grant date and the grant price as the share-based payment cost of each restricted stock, and will finally confirm the share- based payment cost of this incentive plan. 3. Expected affect of the implementation of the restricted stock incentive plan on the operating performance of each period The Company's equity incentive plan is granted twice at a price of HKD 6.825 per share. The first grant date is September 1, 2021, and the first grant of 18.06 million restricted shares shall be confirmed with a share payment fee of RMB 142.7699 million. The reserved grant date is December 16, 2021, and the 1,380,000 restricted shares reserved for grant shall be confirmed with a share payment fee of RMB 11,034,900; The share payment cost of the two grants totaled RMB 153,804,700. See the following table for specific cost amortization estimate: Grant quantity ((Ten Thousand shares) Share-based payment (Ten Thousand yuan) 2021 (Ten Thousand yuan) 2022 (Ten Thousand yuan) 2023 (Ten Thousand yuan) 2024 (Ten Thousand yuan) 2025 (Ten Thousand yuan) 1806.00 14,276.99 1,713.24 5,139.72 4,354.48 2,260.52 809.03 138.00 1,103.49 33.10 397.25 382.08 205.06 85.98 1944.00 15,380.47 1,746.34 5,536.97 4,736.56 2,465.59 895.01 Note: (1) The above calculation results do not represent the final accounting cost. The actual accounting cost is related to the grant date, grant price and ownership quantity. If the incentive object resigns before ownership, and the Company performance assessment or individual performance assessment fails to meet the corresponding standards, the actual quantity with ownership will be reduced accordingly, thus reducing the stock-based payment expenses. Meanwhile, the Company reminds shareholders of the possible dilution effect. (2) The final result of the above impact on the Company's operating results will be subject to the annual audit report issued by the accounting firm. XII. Concluding comments of legal opinions Shanghai Allbright Law Offices believes that: The granting of this restricted share incentive plan of the Company has obtained the necessary authorization and approval at this stage; The determination of the date of this grant have implemented necessary procedures, and complied with the provisions of relevant laws, regulations and normative documents such as the Company Law, the Securities Law, the Administrative Measures; The granting of restricted shares by the Company to the incentive objects complies with the provisions of the Company Law, Securities Law, Administrative Measures and other relevant laws, regulations and normative documents; The Company still needs to go through the registration procedures of this grant and fulfill the corresponding information disclosure obligations in accordance with relevant regulations. XIII. Professional opinion of independent financial adviser CITIC Securities Co., Ltd. believes that the Company's restricted share incentive plan has obtained the necessary approval and authorization; The Company is free of failure to meet the grant conditions stipulated in the 2021 restricted share incentive plan; The grant date, grant price, grant object, grant quantity, and arrangement for lifting sale restrictions of this restricted shares comply with the provisions of the Company Law, Securities Law, Administrative Measures and other laws, regulations and normative documents. XIV. Documents for Reference 1.Resolutions of the 20th Meeting of the 8th Board of Directors; 2.Resolutions of the 13th Meeting of the 8th Supervisory Committee; 3. Legal Opinion of Shanghai Allbright Law Offices on the Reserved Grant in the Restricted Share Incentive Plan of Hangzhou Steam Turbine Co., Ltd. in 2021; 4.Independent Financial Advisor's Report of CITIC Securities Co., Ltd. on Issues Related to the Reserved Grant of Restricted Share Incentive Plan of Hangzhou Steam Turbine Co., Ltd. in 2021. This announcement is hereby made. The Board of Directors of Hangzhou Steam Turbine Co., Ltd. December 17,2021 中财网
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