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杭汽轮B:关于向激励对象首次授予限制性股票的公告(英文)2021-08-31  

                          Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2021-75




                               Hangzhou Steam Turbine Co., Ltd.

               Announcement on Granting Restricted Stocks to Incentive

                                   Objects for the First Time


  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.


Important Tips on Contents:
Grant date of restricted stock: September 1, 2021
Number of restricted stocks granted for the first time: 18.17 million shares
Equity incentive mode: Restricted stock
     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 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 reviewed and approved in Second
provisional Shareholders' General Meeting of 2021, the general meeting of shareholders authorized
the Board of Directors to determine the grant date of the restricted stock incentive plan, and
authorized the Board of Directors to grant restricted stock to the incentive objects when the incentive
objects meet the requirements and handle all necessary matters for granting restricted stock.
     On August 30, 2021, the Company convened the 16th meeting of the 8th Board of Directors
and the 11th Meeting of the 8th Board of Supervisors, reviewed and approved the Proposal of the
Company on Granting Restricted Stocks to Incentive Objects for the First time, and determined that
the grant date of restricted stocks would be September 1, 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 457 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:
                                                                                                     Proportion of the num
                                                                                                     ber of sales restriction
     Release arrangement o
                                                Release time of sales restriction                    that can be lifted to th
       f sales restriction
                                                                                                     e number of authorize
                                                                                                            d benefits

               First             From the first trading day 24 months after the completion of the
     Sales restriction release   grant registration to the last trading day within 36 months after            33%
              period             the completion of the grant registration

             Second              From the first trading day 36 months after the completion of the
     Sales restriction release   grant registration to the last trading day within 48 months after            33%
              period             the completion of the grant registration

              Third              From the first trading day 48 months after the completion of the
     Sales restriction release   grant registration to the last trading day within 60 months after            34%
              period             the completion of the grant registration

         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
                                                          Performance assessment conditions
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
The first sales
                      average level of the same industry;
restriction release
                      The return on net assets in 2021 is not lower than [8.0%], which is not lower than the average level of
period
                      the same industry;
                      In 2021, the profit of main business accounts for no less than [73%] of the total profit.
                      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
The second sales
                      average level of the same industry;
restriction release
                      The return on net assets in 2022 is not lower than [8.0%], which is not lower than the average level of
period
                      the same industry; In 2022, the profit of main business accounts for no less than [73%] of the total
                      profit.
                      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
The third sales
                      average level of the same industry;
restriction release
                      The return on net assets in 2023 is not lower than [8.0%], which is not lower than the average level of
period
                      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
                            Excellent              Good               Pass                 Fail
          (s)
 Coefficient of sales
                                          1                           0.8                    0
 restriction release
     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.
      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: September 1, 2021
         (II) Number of first grant: 18.17 million shares
         (III) Number of grant objects: 457 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:
                                                       Number of
                                                                                             Proportion of
                                                        restricted       Proportion of      share capital of
     Name                        Position                                 total grants       the Company
                                                       stocks( Ten                            before grant
                                                     thousand shares)
  Zheng Bin              Chairman of the Board              25               1.28%              0.03%
  Ye Zhong           Director and General Manager           25               1.28%              0.03%
Yang Yongming                Vice Chairman                  20               1.02%              0.03%
                      Director and Deputy General
 Wang Gang                                                  20               1.02%              0.03%
                                 Manager
                        Secretary of the Board of
  Li Guiwen           Directors and Deputy General          20               1.02%              0.03%
                                 Manager
                      Deputy General Manager and
Kong Jianqiang                                              20               1.02%              0.03%
                             Chief Engineer
 Li Jiansheng           Deputy General Manager              20               1.02%              0.03%
    Wang
                        Deputy General Manager              20               1.02%              0.03%
  Zhengrong
                      Deputy General Manager and
 Zhao Jiamao                                                20               1.02%              0.03%
                           Chief Accountant
                       Secretary of Committee for
  Cai Weijun                                                20               1.02%              0.03%
                         Discipline Inspection
                Middle management, 95                       903             46.19%              1.20%
                 Core personnel, 352                        704             36.01%              0.93%
                      Reserved                           138.18              7.07%              0.18%
                        Total                            1,955.18           100.00%             2.59%
  Note: 1. The incentive objects of this incentive plan do not include independent directors, external
  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
       1. None of the incentive objects granted by this equity incentive plan has the circumstances that
forbid them to be the incentive objects as stipulated in the Administrative Measures for Equity
Incentive of Listed Companies:
    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.

     2. The incentive objects of restricted stock grant are: company directors (excluding
independent directors and external directors) and senior management personnel; Other members of
the leading team; Middle management personnel of the Company; Core personnel of the Company.
     The incentive objects of this incentive plan do not include independent directors, external
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. Among the above
incentive objects, directors and senior management personnel must be elected by the General
Meeting of Shareholders or appointed by the Board of Directors of the Company. All incentive
objects must have labor or employment relationship with the Company or holding subsidiaries at the
time of award of this incentive plan and during the assessment period.
     3. 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.
     4. The list of incentive objects granted by the Company's restricted stock incentive plan is
consistent with the incentive objects specified in the restricted stock incentive plan in 2021 approved
by the Company's Second provisional Shareholders' General Meeting in 2021.
       VI. The difference between the incentive plan implemented this time and the incentive
plan adopted by the Shareholders’ General Meeting
The equity incentive plan implemented this time is consistent with the incentive plan reviewed and
approved at the Second provisional Shareholders' General Meeting in 2021.
      VII. Opinions of independent directors
      The grant date of the Company's restricted stock incentive plan in 2021 is September 1, 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.
      To sum up, we unanimously agree that the granting date of the Company's restricted stock
incentive plan in 2021 is September 1, 2021, and we agree to grant 18.17 million restricted stocks to
457 incentive objects who meet the granting conditions.
      VIII. Opinions of the Board of Supervisors
      The Board of Supervisors of the Company believes that the granting conditions stipulated in
the restricted stock incentive plan in 2021 have been achieved. According to the authorization of the
Second provisional Shareholders’ General Meeting in 2021, the Board of Directors decided to take
September 1, 2021 as the grant date, which is in line with the relevant regulations on the grant date
in laws and regulations such as the Administrative Measures on Equity Incentives of Listed
Companies, 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.
      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

      Assuming that the grant date of restricted stocks is in early September 1,2021, the grant price
is HKD 6.825 per share, the share price is HKD 17.09 per share on the grant date, the recognized
cost of each restricted stock is HKD 10.265, and the exchange rate of HKD to RMB is 0.83039, all
incentive objects can meet the performance assessment index and the turnover rate during the sales
restriction period is 0, the cost amortization estimate of 19,551,800 restricted stocks granted by the
Company to the incentive objects is shown in the following table:


  Grant
                                   2021
 quantity      Share-based                      2022 (Ten     2023 (Ten     2024 (Ten      2025 (Ten
                                   (Ten
  ((Ten       payment (Ten                     Thousand       Thousand      Thousand       Thousand
                                 Thousand
Thousand     Thousand yuan)                      yuan)          yuan)          yuan)         yuan)
                                   yuan)
  shares)


  1955.18        16,665.86       1,999.90       5,999.71       5,083.09      2,638.76         944.40

    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:
      1. Necessary approval and authorization at the stage have been obtained for the grant of the
company's incentive plan, which are in line with the Administrative Measures and other relevant
laws, regulations, normative documents and relevant provisions of the Incentive Plan.
      2. The adjustment of the Company's incentive plan complies with the Administrative
Measures and other relevant laws, regulations, normative documents and relevant provisions of the
Incentive Plan, which is legal and effective.
      3. The grant date of and the determination process specified in the this incentive plan of the
Company comply with the Administrative Measures and other relevant laws, regulations, normative
documents and the relevant provisions of the Incentive Plan, which are legal and effective.
      4. The granting conditions of this equity incentive plan have been met, and the Company's
implementation of this grant complies with the Administrative Measures and other relevant laws,
regulations, normative documents and the Incentive Plan, which is legal and effective.
      XIII. Professional opinion of independent financial adviser
      CITIC Securities Co., Ltd. believes that the Company's incentive plan has obtained the
necessary approval and authorization, and the procedures performed are in line with the
Administrative Measures and the Company's restricted stock incentive plan in 2021.                The
determination of the grant date of this incentive plan and the adjustment of the grant objects and
grant quantity in compliance with the Administrative Measures and the Company's restricted stock
incentive plan in 2021; Moreover, there is no circumstances that the Company does not meet the
granting conditions stipulated in the restricted stock incentive plan in 2021.
     XIV. Documents for Reference

  1.Resolutions of the 16th Meeting of the 8th Board of Directors;
2.Resolutions of the 11th Meeting of the 8th Supervisory Committee;
3.Legal Opinions of Shanghai Allbright Law Offices on the Grant of Restricted Stock 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
Grant of Restricted Stock 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.
                                                             August 31, 2021