Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2022-88
Hangzhou Steam Turbine Power Group Co., Ltd.
Announcement on the adjustment of the repurchase quantity and the repurchase
price of the 2021 restricted stock incentive plan
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.
On December 21, 2022, Hangzhou Turbine Power Group Co., Ltd (hereinafter referred to as the
Company) held the 30th meeting of the 8th term of the board of directors and the 19th meeting of the
8th term of the board of supervisors, in which it deliberated and passed the "Proposal on Adjusting
the Repurchase Quantity and Repurchase Price of the 2021 Restricted Stock Incentive Plan". Hereby
the relevant matters are explained as follows:
I. Relevant approval procedures and information disclosure that have been performed
1. 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 9th 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 Jintiancheng Law Firm 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
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Company issued the Verification Opinions on the Company's Restricted Stock Incentive Plan (Draft)
in 2021.
2. 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.
3. 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.
4. On August 27, 2021, the Company held the Second Provisional General Meeting of
Shareholders 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.
5. On August 30, 2021, the Company convened the 16th Meeting of the Eighth Board of
Directors and the 11th Meeting of the Eighth Board of Supervisors, and respectively reviewed and
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approved the Proposal on Granting Restricted Stocks to Incentive Objects for the First Time. The
Board of Directors of the Company considered that the granting conditions of restricted stocks
stipulated in this incentive plan had been fulfilled, and agreed to grant 18.17 million restricted stocks
to 457 incentive objects who meet the granting conditions on September 1, 2021 for the first time, at
a price of HKD 6.825 per share. The Board of Supervisors of the Company verified the list of
incentive objectives again and issued a clear consent opinion. Independent directors of the
Company expressed their agreed independent opinions on this.
6. 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.
7. 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, It's agreed to grant 1,380,000 restricted shares to 37
incentive objects who meet granting conditions on December 16,2021-which is the pre-reserved
stock grant date, with a grant price of HKD 6.825 per share. The Supervisory Committee of the
Company verified the list of incentive objects and issued a clear consent opinion. Independent
directors of the Company expressed in dependent opinions on relevant proposal of the Board of
Directors.
8.On January 14, 2022, the Company completed the registration of the reserved restricted
shares for the grant of 37 persons and the number of registered shares of 1,380,000.
II. Reasons for adjustment and methods of adjustment
1. Reasons for adjustment
The Company held the 2021 annual general meeting of shareholders on April 27, 2022, and it
deliberated and approved "The 2021 annual profit distribution plan", with the specific distribution
plan was: Upon the total share capital of 754,010,400 shares at the end of 2021 and excluding the
repurchased 111,800 treasury shares by the Company on the equity distribution record date-that is
753,898,600 shares as the base, it’ll distribute to all shareholders of dividends of 4.0 yuan (including
tax) and 3 bonus shares (including tax)for every 10 shares, with no reserve fund converted into share
capital.
2.Adjustment method
According to the provisions of the 2021 Restricted Stock Incentive Plan (Draft) (hereinafter
referred to as the "Incentive Plan" and this Incentive Plan):
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After the completion of share registration of the restricted shares granted to the incentive
recipients, if the company incurs the conversion of capital reserve into share capital, the payment of
stock dividends, the subdivision of shares, allotment or reduction of shares, dividends, etc., which
affect the total share capital of the company or the stock price of the company, the Company shall
make corresponding adjustments to the repurchase quantity and price of the restricted shares that
have not yet been lifted.
(1) Adjustment of the number of restricted stock repurchases:
Q = Q0×（1＋n）= Q0×（1＋0.3）
Q is the adjusted number of restricted shares; Q0 is the number of restricted shares before
adjustment; n is the share dividend paid per share (i.e. the number of shares distributed per share).
(2) Restricted share repurchase price adjustment:
P1 =（P 0-V）÷（1＋n）=（5.6764-0.4）÷（1+0.3）= 4.06 RMB/share
P2 =（P 0’-V）÷（1＋n）=（5.5660-0.4）÷（1+0.3）= 3.97 RMB/share
P1 is the adjusted repurchase price per share of restricted stock granted for the first grant, P2 is
the adjusted repurchase price per share of restricted stock reserved for grant, P 0 is the first grant price
per restricted share, P0’ is the reserved grant price per restricted share, V is the dividend amount per
share, and n is the dividend paid per share (i.e., the number of shares given out per share).
Note: The Company's restricted stock grant price is HK$6.825 per share, which is RMB 5.6764
based on the mid-price of the RMB exchange rate (HK$1 to RMB0.83170) announced by the
People's Bank of China on September 1, 2021-the grant date of the Company's first grant of
restricted stock to incentive recipients(For details, please refer to the Company's announcement:
Announcement number: 2021-88);and the RMB price for the reserved grant restricted shares is RMB
5.5660 based on the mid-rate of the RMB exchange rate (HK$1 to RMB0.81553) announced by the
People's Bank of China of December 16, 2021-the reserved grant date of the Company's reserved
grant of restricted shares to incentive recipients (For details, please refer to the Company's
announcement: Announcement number: 2022-03).
According to the authorization of the Company's second extraordinary general meeting in 2021,
the repurchase quantity and repurchase price adjustment of this incentive plan shall be deliberated by
the board of directors and do not need to be submitted to the general meeting of shareholders again
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for consideration.
III. The impact of this adjustment on the Company
The adjustment of the repurchase quantity and repurchase price of restricted shares for the 2021
restricted stock incentive plan complies with the Administrative Measures for Equity Incentives of
Listed Companies and other relevant regulations, and it will not have a substantial impact on the
Company's financial position and operating results.
IV. Opinion of independent directors
In view of the completion of the implementation of the Company's 2021 annual equity
distribution plan, the Company's board of directors has adjusted the number of repurchase and the
repurchase price of part restricted shares of the 2021 restricted stock incentive plan accordingly, and
the adjustment methods and the adjustment procedures comply with the relevant provisions of laws,
regulations and normative documents such as the Administrative Measures for Equity Incentives of
Listed Companies and the 2021 Restricted Stock Incentive Plan (Draft), and it will not have a
substantial impact on the Company's financial position and operating results, and it does not harm
the interests of the Company and all shareholders.
All independent directors unanimously agreed the Company would adjust the repurchase
quantity and repurchase price of restricted stock of the 2021 Restricted Stock Incentive Plan.
V. Opinion of the Board of Supervisors
The Board of Supervisors carefully examined the adjustment matter of the Company's 2021
restricted stock incentive plan and reckoned that the adjustment of the repurchase quantityand price
of restricted stock of the Company's 2021 Restricted Stock Incentive Plan complies with the relevant
provisions of the Administrative Measures for Equity Incentives of Listed Companies and the 2021
Restricted Stock Incentive Plan (Draft), and it does not harm the interests of the Company and all
shareholders.
VI. The lawyer's conclusive legal opinion on adjusting the repurchase quantityand price
of restricted shares of the Company's 2021 restricted stock incentive plan
1. The Company has performed the necessary procedures at this stage and obtained the
necessary approvals and authorizations at this stage, and it complies with the relevant laws,
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regulations, normative documents such as the Administrative Measures and the relevant provisions
of the "Incentive Plan".
2. The reasons and methods for the Company's adjustment of the repurchase quantity and price,
as well as the reasons, quantity, price and source of funds for the repurchase and cancellation of
some restricted stocks comply with the relevant laws, regulations, normative documents such as the
Administrative Measures and the relevant provisions of the "Incentive Plan", and it’s legal and valid.
3. The Company still needs to go through the procedures such as reducing the registered capital
and deregistering the shares in accordance with the provisions of The Company Law and other laws
and regulations, and perform the corresponding information disclosure obligations in accordance
with the law.
VII. Documents for reference
1. Resolution of the 30th meeting of the 8th term Board of Directors;
2. Independent directors' independent opinion on matters related to the 30th meeting of the
8th term Board of Directors;
3. Resolution of the 19th meeting of the 8th term Board of Supervisors;
4. Legal opinion;
5. Independent Financial Advisor Report.
This announcement is hereby made.
The Board of Directors of Hangzhou Steam Turbine Power Group Co., Ltd.
December 22, 2022
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