Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2024-63
Hangzhou 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 October 28, 2024, Hangzhou Turbine Power Group Co., Ltd (hereinafter referred to as the
Company) held the 9th meeting of the 9th term of the board of directors and the 8th Meeting of the
9th 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
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.
2. On August 12, 2021, the Company disclosed the Announcement on the Approval of Equity
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Incentive Plan by Hangzhou SASAC. The Company received the Reply of Hangzhou Turbine Co.,
Ltd. on Implementing the Restricted Stock Incentive Plan in 2021 (HGZK [2021] No.45), and
Hangzhou SASAC agreed in princ iple 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 ob jects 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
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 stoc ks
stipulated in this incentive plan had been fulfilled, and agreed to grant 18.17 million restricted stocks
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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.
9. On December 21, 2022, the Company held the 30th meeting of the Eighth Board of Directors
and the 19th meeting of the Eighth Board of Supervisors, and deliberated and passed the Proposal on
Repurchase Cancellation of Some Restricted Stocks and the Proposal on Adjusting the Repurchase
Quantity and Repurchase Price of the Restricted Stock Incentive Plan in 2021, agreeing to repurchase
and cancel a total of 531,180 restricted stocks held by 9 retirees and 1 resigned employee, which have
been granted but have not been lifted for sales restriction. Meanwhile, because the Company has
completed the profit distribution plan for 2021, according to the provisions of the Restricted Stock
Incentive Plan (Draft) in 2021, the repurchase price of restricted stocks was adjusted from RMB
5.6764 per share (HK$ 6.825 per share) to RMB 4.06 per share. On March 27, 2023, the Company
completed the repurchase and cancellation of 531,180 shares of restricted incentive shares of 10
incentive objects, and issued the announcement -"Announcement on the Completion of Partial
Restricted Shares Repurchase and Cancellation".
10. On October 30, 2023, the Company convened the Third Session of the Ninth Board of
Directors and the Third Session of the Ninth Board of Supervisors, and reviewed and approved the
Proposal on Adjusting the Repurchase Quantity and Repurchase Price of the Restricted Stock
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Incentive Plan in 2021 and the Proposal on Repurchase and Cancellation of Some Restricted Stocks.
In view of the fact that 14 of the incentive objects are no longer qualified for the incentive objects due
to retirement and 3 of them are no longer qualified due to personal reasons, according to the Incentive
Plan, it is agreed to repurchase and cancel 422,448 restricted stocks held by them which have been
granted but have not been lifted for sales restriction. As two people failed to achieve good or above
performance assessment results, according to the Incentive Plan, it is agreed to repurchase and cancel
their 12,355 restricted stocks that fail to meet the conditions for lifting the restricted sales in the first
lifting period, in the meantime, as the Company has implemented the profit distribution plan for
2021, according to the provisions of the Incentive Plan, the repurchase price and repurchase quantity
of restricted stocks will be adjusted accordingly.
At the same time, the Third Session of the Ninth Board of Directors and the Third Session of the
Ninth Board of Supervisors of the Company reviewed and approved the Proposal on Achievement of
Partial First-phase Lifting of Restricted Sale of the First Grant Part of the Restricted Stock Incentive
Plan in 2021,and the Board of Directors of the Company agreed to handle the lifting of the restricted
sales for 451 incentive objects who met the conditions for lifting the restricted sales in the first lifting
period of the first grant. The total number of restricted stocks lifted this time was 9,254,045. The
independent directors of the Company expressed their independent opinions on this matter, and the
Board of Supervisors expressed their opinions on this matter.
11. On January 16, 2024, the Fourth Session of the Ninth Board of Directors and the Fourth
Session of the Ninth Board of Supervisors of the Company reviewed and approved the Proposal on
Achievement of Partial First-phase Lifting of Restricted Sale of the Reserved Grant Part of Restricted
Stock Incentive Plan in 2021, and the Board of Directors of the Company agreed to handle the lifting
of the restricted sales for 36 incentive objects who met the conditions for lifting the restricted sales in
the first lifting period of the reserved grant part. The total number of restricted stocks lifted this time
was 700,128. The Board of Supervisors issued a clearly agreed opinion on this matter.
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
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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 specif ic
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
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 incentive plan, 3 no longer has the incentive
object qualification due to personal reasons. The board considered and decided that, 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.(2024-62)
The quantity, price and funds of restricted stock repurchase involving incentive objects
are as follows:
In RMB
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Number of Adjusted Proportion Repurchase
Repurchase
Name of restricted Number of of quantity
price Repurchase
incentive stocks restricted Repurchase reason repurchase (after Interest
(after funds
object granted stocks granted adjustment)
adjustment)
(shares) (shares) (shares)
M ao Guogui 20,000 31,200 Leave office 67% 20,904 2.63 0 54,977.52
Yang Junli 20,000 31,200 Leave office 67% 20,904 2.63 0 54,977.52
Jiang Lei 20,000 31,200 Leave office 67% 20,904 2.63 0 54,977.52
Total quantity 62,712 Total amount 164,932.56
3. Total funds and sources
The repurchase price payable by the Company for this restricted stock repurchase is RMB
164,932.56, 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 1,175,009,597 shares to 1,174,946,885 shares. The changes of the Company's share
capital structure are as follows:
Before the changes Increase or After the changes
Nature of shares decrease in
Quantity (shares) Proportion Quantity (shares) Proportion
quantity (shares)r
I. Unlisted tradable shares 748,526,688 63.70% decrease in 748,526,688 63.71%
II. Listed tradable shares 426,482,909 -62,712
36.30% quantity (shares) 426,420,197 36.29%
In which: 1. Restricted
29,256,611 -62,712
2.49% in the changes本 29,193,899 2.48%
tradable shares
2. Non-restricted tradable
397,226,298 33.81% 次变动增减数量 397,226,298 33.81%
shares
III. Total share capital 1,175,009,597 100.00% -62,712
（股） 1,174,946,885 100.00%
After the repurchase cancellation is completed, theQuantity (shares) and actual controller
of the Company will not change, and the Company'sQuantity (shares) still meets the listing
conditions. Meanwhile, this Incentive Plan will continue to be implemented in accordance with the
requirements of laws and regulations.
IV. 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
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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.
V. 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
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.
VI. Conclusive comments of legal opinions
The Company's repurchase and cancellation matter has fulfilled the necessary approvals and
authorizations at this stage, and complies with the relevant laws, regulations, and normative
documents such as the Administrative Measures and complies with relevant provisions of the
"Incentive Plan". The reason, number, price and source of funds for the repurchase and cancellation
of some restricted shares comply with the relevant laws, regulations, normative documents such as
the Administrative Measures and relevant provisions of the Incentive Plan, which is legal and valid.
The Company still needs to handle 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. Verification opinion of independent financial consultant
After verification, the independent financial adviser considered that the necessary approvals and
authorizations have been obtained for the repurchase and cancellation of some restricted shares by
the Company, which complies with the provisions of The Company Law, The Securities Law, the
Administrative Measures and this incentive plan. The above matter is still subject to the relevant
procedures for the repurchase and cancellation of restricted stock in accordance with relevant
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regulations, and it shall fulfill information disclosure obligations in accordance with relevant
regulations.
VIII. Documents for reference
1. Resolution of the 9th meeting of the 9th term Board of Directors;
2. Resolution of the 3rd meeting of the 9th term Board of Supervisors;
3. Legal opinion;
4. Independent Financial Advisor Report.
This announcement is hereby made.
The Board of Directors of Hangzhou Turbine Power Group Co., Ltd.
October 29, 2024
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