Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2022-89
Hangzhou Steam Turbine Power Group Co., Ltd.
Announcement on Repurchase Cancellation of Some Restricted Stocks
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
Repurchase and Cancellation of Some Restricted Shares". 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
Company issued the Verification Opinions on the Company's Restricted Stock Incentive Plan (Draft)
in 2021.
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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
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
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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, quantity, price and sources of funds for the repurchase cancellation of some
restricted stocks
1. Repurchase cancellation reason
According to the Company's Restricted Stock Incentive Plan (Draft) in 2021 (hereinafter
referred to as the Incentive Plan and this Incentive Plan), "If the incentive object retires, or cancels or
terminates the labor relationship with the Company due to objective reasons such as job transfer
beyond personal control, the incentive object can still lift the restricted sales according to its specific
years of service during the performance assessment period. In addition to the foregoing, the remaining
restricted stocks whose restricted sale have not been released may not be released from the restricted
sale, and the Company shall repurchase them at the granted price plus the interest of bank deposits in
the same period. If the incentive object leaves the Company due to personal reasons such as
resignation, layoffs, expiration of the contract, etc., and the negative impact mentioned in Article 2 (4)
of Chapter 13 of this plan has not been caused, the restricted stocks of the incentive object that have
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been granted according to this plan but have not been released from the restricted sale will be
repurchased by the Company at the granted price."
Among the incentive objects of the Company's restricted stock incentive plan in 2021, 9 people
no longer have the incentive object qualification due to retirement, and 1 no longer has the incentive
object qualification due to personal reasons. The Board of Directors deliberated and decided that the
above-mentioned retirees can still release the restricted sale of the corresponding shares according to
the agreed conditions according to their specific tenure in the performance assessment period, and the
remaining restricted sale that have not been released from the restricted sale shall not be released from
the restricted sale, and the Company will repurchase and cancel them according to the granted price
plus the interest of bank deposits in the same period; The above-mentioned restricted stocks that have
been granted but have not been released from the restricted sale of the former employees shall be
subject to repurchase cancellation by the Company according to the granted price.
2. Repurchase quantity and price
According to the provisions of Chapter 14 of the Incentive Plan, after the restricted stock granted
to the incentive object has completed the share registration, if the Company has any matters that affect
the total share capital or the share price of the Company, such as capital reserve conversion to share
capital, share dividend distribution, share allotment or share reduction, and dividend payment, the
Company shall make corresponding adjustments to the repurchase quantity and price of the restricted
stock whose restricted sale has not been lifted.
For details of the quantity and price adjustment of this repurchase of restricted stock, please refer
to the Company's Announcement on Adjusting the Quantity and Price of the Restricted Stock Incentive
Plan in 2021.(2022-88)
The quantity, price and funds of restricted stock repurchase involving incentive objects
are as follows:
In RMB
Number of Proportion Repurchase
Repurchase
Name of restricted of quantity
Repurchase price Repurchase
incentive stocks repurchase (after Interest
reason (after funds
object granted adjustment)
adjustment)
(shares) (shares)
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Zhao Statutory
100,000 67% 87,100 4.06 7079 360,705
Jianyong retirement
Statutory
Gao Xueyun 100,000 67% 87,100 4.06 7079 360,705
retirement
Chen Statutory
100,000 67% 87,100 4.06 7079 360,705
Jinquan retirement
Statutory
Sun Lie 100,000 67% 87,100 4.06 7079 360,705
retirement
Statutory
Zhu Zhenlin 100,000 67% 87,100 4.06 7079 360,705
retirement
Statutory
Lin Jinzhao 20,000 67% 17,420 4.06 1416 72,141
retirement
Zhou Statutory
20,000 67% 17,420 4.06 1416 72,141
Yinghua retirement
Statutory
Yu Ge 20,000 67% 17,420 4.06 1416 72,141
retirement
Tang Statutory
20,000 67% 17,420 4.06 1416 72,141
Chengfu retirement
Hu Zhiqiang 20,000 Resignation 100% 26,000 4.06 0 105,560
Total Amount 2,197,649
Note: The above-mentioned interest amount is calculated from September 10, 2021 to the actual
repurchase date (December 23, 2022) by taking the incentive price of restricted stock (the price
corresponding to the number of repurchased shares) paid by the incentive object as the principal and
according to the RMB one-year deposit rate of financial institutions published by the People's Bank of
China as 1.50%.
3. Total funds and sources
The repurchase price payable by the Company for this restricted stock repurchase is RMB
2,197,649, all of which are the Company's own funds.
III. Changes of share capital structure after this repurchase cancellation
After the repurchase cancellation is completed, the total number of shares of the Company will be
changed from 980,179,980 shares to 979,648,800 shares. The changes of the Company's share capital
structure are as follows:
Nature of shares Before the changes Increase or After the changes
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decrease in
quantity (shares) Quantity
Quantity (shares) Proportion in the changes Proportion
(shares)
I. Unlisted tradable shares 623,772,240 63.64% 623,772,240 63.67%
II. Listed tradable shares 356,407,740 36.36% -531,180 355,876,560 36.33%
In which: 1. Restricted
25,347,477 2.59% -531,180 24,816,297 2.53%
tradable shares
2. Non-restricted tradable
331,060,263 33.78% 331,060,263 33.79%
shares
III. Total share capital 980,179,980 100.00% -531,180 979,648,800 100.00%
After the repurchase cancellation is completed, the controlling shareholder and actual controller
of the Company will not change, and the Company's equity distribution still meets the listing
conditions. Meanwhile, this Incentive Plan will continue to be implemented in accordance with the
requirements of laws and regulations.
V. Impact of this repurchase cancellation of some restricted stocks on the Company
The repurchase cancellation of some restricted stocks will not have a substantial impact on the
Company's financial status and operating results, and will not lead to the change of the Company's
control rights, nor will it change the Company's status as a listed company, and there will be no harm to
the interests of shareholders, especially minority shareholders.
VI. Opinions of independent directors
This repurchase cancellation of some restricted stocks are in compliance with the Administrative
Measures and the Company's Incentive Plan, and the procedures are legal and compliant. This
repurchase cancellation will not affect the continued implementation of the Incentive Plan, or the
Company's continuing operations, nor will it harm the interests of the Company and its shareholders.
VII. Opinions of the Board of Supervisors
The Board of Supervisors believes that this repurchase cancellation of some restricted stocks by
the Company complies with the Administrative Measures and other laws and regulations as well as the
relevant provisions of the Incentive Plan, and conforms to the unanimous interests of all shareholders
and incentive objects of the Company. The deliberation procedure of the Board of Directors on the
repurchase cancellation of restricted stocks is in compliance with relevant regulations and is legal and
effective. The Company's share repurchase funds are all its own funds, which will not have a
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substantial impact on the Company's financial position and operating results, nor will it affect the
diligence of the Company's management team and core backbone, nor will it harm the interests of the
Company and all of its shareholders. To sum up, the Board of Supervisors agreed to repurchase
cancellation of some restricted stocks.
VIII. Conclusive comments of legal opinions
1.The Company has fulfilled the necessary procedures and obtained the necessary approval and
authorization at this stage in adjusting the quantity and price of repurchase and the repurchase
cancellation matters, which is in line with the Administrative Measures and other relevant laws,
regulations, normative documents as well as the relevant provisions of the Incentive Plan.
2. The reasons and methods for the Company to adjust the quantity and price of repurchase, as
well as the reasons, quantity, price and source of funds for the repurchase cancellation of some
restricted stocks comply with the Administrative Measures and other relevant laws, regulations,
normative documents as well as the relevant provisions of the Incentive Plan, and are legal and
effective.
3. The Company still needs to go through the formalities of reducing registered capital and
deregistering shares in accordance with the Company Law and other laws and regulations, and fulfill
the corresponding information disclosure obligations according to law.
IX. Verification opinion of independent financial consultant
The independent financial adviser considered that the repurchase quantity and price adjustment of
Hangzhou Turbine’s 2021 B restricted stock incentive plan and the matters related to the repurchase
and cancellation of certain restricted shares have obtained the necessary approvals and authorizations
, which complies with the provisions of The Company Law, The Securities Law, the Administrative
Measures and this incentive plan, and there is no situation that harms the interests of the listed
company and all shareholders. The above matters are still subject to information disclosure obligati
ons in accordance with relevant regulations, and the procedures related to the cancellation of repurch
ased restricted stock are still to be carried out in accordance with relevant laws and regulations.
X. Documents for reference
1. Resolution of the 30th meeting of the 8th term Board of Directors;
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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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