Announcement of Zhejiang Tianzheng Electric Co., Ltd. on the Implementation of the Cancellation of Equity Incentive Restricted Stock Repurchase

Stock code: 605066 Stock abbreviation: Tianzheng Electric Announcement number: 2021-049

The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.

Important Content Tips:

● Reasons for repurchase cancellation: Due to the resignation of Tan Zhengyan, Huang Yufei, Lv Qingpeng, Zhou Chen and Han Pengkai, the first grant of incentive recipients, the Company will repurchase and cancel 77,500 restricted shares that have been granted but have not yet been released at a repurchase price of 6.87 yuan per share.

● The relevant circumstances of the cancellation of shares

I. Decision-making and information disclosure of the cancellation of the restricted stock repurchase

Zhejiang Tianzheng Electric Co., Ltd. (hereinafter referred to as "the Company" or "Tianzheng Electric") held the 10th meeting of the 8th Board of Directors and the 8th meeting of the 8th Supervisory Board on July 23, 2021, and deliberated and passed the "Proposal on Repurchasing and Canceling Some of the Restricted Shares Granted but Not Yet Lifted", and the Company intends to repurchase a total of 77,500 restricted shares of the five incentive recipients Tan Zhengyan, Huang Yufei, Lv Qingpeng, Zhou Chen and Han Pengkai who have been granted but have not yet been released from the restriction. The matter has been authorized by the first Extraordinary General Meeting of Shareholders in 2021 and does not need to be submitted to the Company's General Meeting of Shareholders for consideration. For details, please refer to the Announcement on the Repurchase and Cancellation of Some Restricted Shares Granted but Not Yet Released (Announcement No. 2021-028) published on the website of the Shanghai Stock Exchange and designated information media on July 26, 2021.

The Company has fulfilled the creditor notification procedure for the cancellation of the share repurchase in accordance with the provisions of the law, as detailed in the Announcement on the Notice to Creditors on the Repurchase and Cancellation of Certain Restricted Shares (Announcement No. 2021-029) published by the Company on the website of the Shanghai Stock Exchange and the designated information disclosure media on July 26, 2021. So far, the publicity period has expired for 45 days, and the company has not received any requests from relevant creditors for early repayment or guarantee.

2. Cancellation of the restricted stock repurchase

(1) The reasons and basis for the cancellation of restricted shares in this repurchase

According to the provisions of the Company's 2020 Restricted Stock Incentive Plan, "Handling of the Incentive Plan in the Event of Changes in the Company/Incentive Object" and "Repurchase and Cancellation of Restricted Shares in Chapter 15", if the incentive object contract expires and is not renewed or voluntarily resigns, the restricted shares that have been released shall not be processed, and the restricted shares that have been granted but not yet lifted shall not be released from the restriction, and the company shall repurchase and cancel at the grant price. If the company converts capital reserves into increased share capital, distributes stock dividends, shares are divided, allotment or share reduction, dividends, etc., the company adjusts the restricted shares granted to the incentive recipients but have not yet lifted the restriction in accordance with the plan, and the repurchase price and repurchase quantity of the company's shares obtained based on this part of the restricted shares.

The incentive objects Tan Zhengyan, Huang Yufei, Lv Qingpeng, Zhou Chen and Han Pengkai have resigned and no longer have the qualifications of restricted stock incentive objects, and the company will repurchase and cancel the restricted shares that have been granted but have not yet been lifted in accordance with the above provisions.

(2) The relevant personnel and quantity of the repurchase cancellation

The repurchase cancellation of restricted shares involves five incentive recipients, Tan Zhengyan, Huang Yufei, Lv Qingpeng, Zhou Chen and Han Pengkai, and intends to repurchase and cancel a total of 77,500 restricted shares; after the completion of the repurchase cancellation, they hold 0 shares of the remaining equity incentive restricted shares.

(3) Repurchase cancellation arrangements

The Company has opened a special securities account for repurchase at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as "Zhongdeng Company") (account number: B884375406) and applied to Zhongdeng Company for the repurchase and cancellation of 77,500 restricted shares of restricted shares that have been granted but not yet lifted from the restrictions. It is expected that the restricted stock will be cancelled on October 26, 2021, and the company will subsequently go through the relevant industrial and commercial change registration procedures in accordance with the law.

3. Changes in the company's share structure after the repurchase and cancellation of restricted shares

After the repurchase of the restricted shares, the changes in the company's share capital structure are as follows:

Unit: Shares

4. Explanations and Commitments

Explanation of the Board of Directors of the Company: The decision-making procedures and information disclosure involved in the repurchase and cancellation of restricted shares comply with laws and regulations, the provisions of the Measures for the Administration of Equity Incentives of Listed Companies and the arrangements of the Company's 2020 Restricted Stock Incentive Plan, and there is no harm to the legitimate rights and interests of the incentive recipients and the interests of creditors.

The company undertakes to verify and ensure that the information such as the object, number of shares, and cancellation date involved in the repurchase and cancellation of restricted shares is true, accurate and complete, and has fully informed the relevant incentive objects of the repurchase cancellation, and the relevant incentive objects have not expressed objections to the repurchase cancellation. If there is a dispute between the cancellation of the repurchase and the relevant incentive object, the company will bear the relevant legal liabilities arising therefrom.

5. Concluding observations of legal opinions

Beijing Deheng (Hangzhou) Law Firm believes that as of the date of this legal opinion, the company has fulfilled the necessary approvals and authorizations at this stage for the implementation of the repurchase cancellation, and complies with the Company Law, the Securities Law, the Administrative Measures and other laws and regulations, normative documents and the relevant provisions of the Articles of Association and the Incentive Plan; the reasons for the repurchase cancellation, the quantity, price and source of funds are in line with the Company Law, the Securities Law, the Administrative Measures and other laws, regulations, normative documents and the Incentive Plan. The relevant provisions of such repurchase cancellation have fulfilled the necessary legal procedures at this stage. It is still to be done that the company shall go through the procedures for the change of industry and commerce of capital reduction in accordance with the Company Law and relevant provisions, and timely perform the information disclosure obligation in accordance with the relevant requirements of information disclosure.

6. Attachments to online announcements

Beijing Deheng (Hangzhou) Law Firm's legal opinion on matters related to the implementation of the cancellation of partial incentive share repurchase under the 2020 restricted stock incentive plan of Zhejiang Tianzheng Electric Co., Ltd.

This is hereby announced.

Zhejiang Tianzheng Electric Co., Ltd

board of directors

October 22, 2021