Securities code: 002567 securities abbreviation: Tangrenshen Group Co.Ltd(002567) Announcement No.: 2022-019 Tangrenshen Group Co.Ltd(002567)
Independent directors on the 8th board of directors of the company
46th meeting independent views on relevant matters
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The 46th meeting of the eighth board of directors of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as “the company”) was held on February 16, 2022. In accordance with laws and regulations such as the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board According to the relevant provisions of normative documents, articles of association and other rules and regulations, as an independent director of the company, we hereby express the following opinions on the matters discussed at the 46th meeting of the eighth board of directors based on our independent judgment:
1、 Proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2022 stock option incentive plan
In view of the fact that among the incentive objects determined in the 2022 stock option incentive plan (Draft), 38 incentive objects voluntarily give up the stock options to be granted due to resignation, job adjustment or personal reasons, The adjustment made by the board of directors of the company to the incentive objects and the number of grants granted for the first time by the company’s 2022 stock option incentive plan complies with the provisions of laws and regulations such as the measures for the administration of equity incentive of listed companies. Within the scope of decision-making authorized by the board of directors by the general meeting of shareholders of the company, there is no situation damaging the interests of the company and all shareholders, It is agreed that the company will make corresponding adjustments to the list of personnel and the number of grants granted for the first time in this stock option incentive plan.
2、 Proposal on granting stock options to incentive objects for the first time in 2022 stock option incentive plan
1. According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors determined that the authorization date for the first grant of stock options in 2022 was February 16, 2022, which was in line with the relevant provisions on the authorization date in the administrative measures for equity incentive of listed companies and the company’s 2022 stock option incentive plan (Draft), At the same time, this grant is also in line with the conditions and regulations on the granting of stock options to incentive objects in the company’s 2022 stock option incentive plan (Draft).
2. Neither the company nor the incentive objects granted for the first time in this incentive plan are prohibited from granting stock options, and the conditions for the first grant of this incentive plan have been met.
3. The incentive objects granted this time are not prohibited from being granted, meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies and other relevant laws, regulations and normative documents, meet the incentive object scope specified in the company’s 2022 stock option incentive plan (Draft), and their subject qualification as the incentive object of the company’s stock option is legal Effective.
Mr. Sun Shuangsheng, the director of the company, is the incentive object of this incentive plan and avoided voting as an affiliated director. The grant of this incentive plan was reviewed and voted by other non affiliated directors, and the voting procedures comply with the relevant provisions of the company law, the rules for listing of shares of Shenzhen stock exchange and the articles of association, The voting procedure of the board of directors on the grant of this incentive plan is legal and effective.
In conclusion, we agree that the company will grant 54.906 million stock options to 857 eligible incentive objects on February 16, 2022.
Independent directors: Jiang Fan, Yu Xinglong, Zhang Shaoqiu Tangrenshen Group Co.Ltd(002567) February 16, 2002
