Securities code: 002567 securities abbreviation: Tangrenshen Group Co.Ltd(002567) Announcement No.: 2022-021 Tangrenshen Group Co.Ltd(002567)
About the 2022 stock option incentive plan
Announcement of granting stock options to incentive objects for the first time 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.
Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as "the company") the conditions for the first grant of stock options specified in the 2022 stock option incentive plan (hereinafter referred to as "the incentive plan" and "the incentive plan") have been fulfilled. According to the authorization of the first extraordinary general meeting of shareholders in 2022, The company held the 46th meeting of the 8th board of directors and the 28th meeting of the 8th board of supervisors on February 16, 2022, deliberated and adopted the proposal on granting stock options to incentive objects for the first time in 2022 stock option incentive plan, and determined that the first granting date of stock options in this incentive plan was February 16, 2022, 54906000 stock options were granted to 857 incentive objects who met the grant conditions, and the exercise price was 6.20 yuan / share. The details are as follows:
1、 Brief description of the incentive plan and the approval procedures performed
(I) brief description of this incentive plan
The incentive plan has been deliberated and approved at the first extraordinary general meeting of the company in 2022. In view of the fact that some incentive objects granted rights and interests for the first time in the incentive plan voluntarily give up the stock options to be granted due to resignation, job adjustment or personal reasons, the 46th meeting of the eighth board of directors and the 28th meeting of the eighth board of supervisors of the company, The 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 was reviewed and approved, and the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan were adjusted accordingly. The main contents after adjustment are as follows:
1. Source of underlying stock: the company's A-share common stock repurchased by the company's special repurchase account and the company's A-share common stock issued to the incentive object.
2. Number of underlying shares: since the first extraordinary general meeting of the company in 2022 reviewed the incentive plan, 38 incentive objects granted rights and interests for the first time in the incentive plan voluntarily gave up the stock options to be granted due to resignation, job adjustment or personal reasons, The board of directors of the company adjusted the number of incentive objects of stock options granted for the first time from 895 to 857, the number of stock options granted for the first time from 55.49 million to 54.906 million, and the total number of stock options to be granted to incentive objects in this incentive plan from 60 million to 59.416 million. Under the condition of meeting the exercise conditions, each stock option granted to the incentive object has the right to purchase one share of the company's shares at the exercise price within the validity period.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, and the allotment of shares, the total number of underlying shares involved will be adjusted accordingly.
3. Distribution of stock options granted to incentive objects:
The distribution of stock options granted for the first time in this incentive plan among incentive objects is shown in the table below:
The proportion of stock options granted to the total share capital of the company on the announcement date of the total number of options granted to the number of positions (10000) in the draft incentive plan
1 sun Shuangsheng, director and board of directors 40 0.67% 0.03%
secretary
2 Yang Zhi, chief financial officer 40 0.67% 0.03%
There are 2 directors and senior managers in total, 80 1.35% 0.07%
Middle and senior management, core or
3 backbone (technical / business) personnel, 5410.60 91.06% 4.49%
855 persons in total
Total initial grant 5490.60 92.41% 4.55%
Note: (1) if there is difference in mantissa between the sum of partial total and each detailed number, it is caused by rounding; (2) The incentive objects of this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children.
The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company on the date of announcement of the draft incentive plan. The total number of underlying shares involved in all incentive plans of the company within the validity period shall not exceed 10% of the total issued share capital of the company on the date of announcement of the draft incentive plan and when the latest equity incentive plan was approved by the general meeting of shareholders. 4. Schedule of this incentive plan
(1) Validity period of this incentive plan
The validity period of the stock option incentive plan is from the date of the grant of the stock option to the date when all the stock options granted to the incentive object are exercised or cancelled, and the longest period shall not exceed 48 months.
(2) Grant date of this incentive plan
The grant date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day. The company shall complete the determination of the first grant date, grant registration, announcement and other relevant procedures within 60 days after the deliberation and approval of the general meeting of shareholders. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, terminate the implementation of the incentive plan, and the stock options not granted shall be invalidated. According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and other relevant laws and regulations, the period during which a listed company may not grant rights and interests shall not be counted in the above 60 days. The granting object of reserved rights and interests shall be defined within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders. If the incentive object is not defined for more than 12 months, the reserved rights and interests shall become invalid.
(3) Waiting period of this incentive plan
The waiting period of stock options granted in this incentive plan is the period from the date of grant of stock options to the date of exercise of stock options.
The stock options granted for the first time in the incentive plan are exercised in three periods, with corresponding waiting periods of 12 months, 24 months and 36 months respectively; The stock options reserved and granted in the incentive plan are exercised in two phases, and the corresponding waiting periods are 12 months and 24 months respectively. During the waiting period, the stock options granted to the incentive object shall not be transferred, used to guarantee or repay debts.
(4) Vesting date of this incentive plan
After the incentive plan is deliberated and approved by the general meeting of shareholders, the incentive object can begin to exercise its rights after 12 months from the date of grant. The exercisable date must be the trading day within the validity period of the incentive plan, but it shall not be exercised within the following periods:
① Within 30 days before the announcement of the company's annual report and semi annual report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
② Within 10 days before the announcement of the company's quarterly report, performance forecast and performance express;
③ From the date of major events that may have a great impact on the trading price of the company's securities and their derivatives or in the process of decision-making to the date of disclosure according to law;
④ Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
(5) Exercise arrangement of this incentive plan
① Within the vesting date, if the stock option granted for the first time meets the exercise conditions specified in the plan, the incentive object shall exercise the option in three phases after 12 months from the date of the first grant of the stock option.
The schedule of the first exercise of the stock option and the schedule of the first exercise of the stock option in this plan are as follows:
Exercise arrangement exercise time exercise proportion
The first grant is from the first trading day after 12 months from the date of the first grant to the date of the first grant
30% on the last trading day within 24 months from the date of
First exercise period
The first grant is from the first trading day after 24 months from the date of the first grant to the date of the first grant
30% on the last trading day within 36 months from the date of
Second exercise period
The first grant is from the first trading day after 36 months from the date of the first grant to the date of the first grant
40% on the last trading day within 48 months from the date of
The third exercise period
② The exercise period of stock options reserved and granted in the incentive plan and the exercise schedule of each period are as follows:
Exercise arrangement exercise time exercise proportion
The reserved grant starts from the first trading day after 12 months from the date of reserved grant to the date of reserved grant
50% on the last trading day within 24 months from the date of
First exercise period
The reserved grant starts from the first trading day after 24 months from the date of reserved grant to the date of reserved grant
50% on the last trading day within 36 months from the date of
Second exercise period
During the above agreed period, the stock options that have not been fulfilled due to the exercise conditions shall not be exercised or deferred to the next exercise, and the company shall cancel the corresponding stock options of the incentive object according to the principles specified in this incentive plan. After the end of each exercise period of stock option, the current stock option of the incentive object that has not been exercised shall be terminated and the company will cancel it.
After meeting the exercise conditions of stock option, the company will handle the exercise of stock option that meets the exercise conditions for the incentive object.
(6) Lock up period of this incentive plan
The lock up period refers to the time period during which the shares obtained by the incentive object after exercise are restricted. The prohibition provisions of this incentive plan are implemented in accordance with the company law, the securities law and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. The specific provisions are as follows:
① If the incentive objects are directors and senior managers of the company, the shares they transfer every year during their tenure shall not exceed 25% of the total shares of the company they hold. They shall not transfer the shares of the company they hold within six months after their resignation.
② If the incentive objects are directors and senior managers of the company, they will sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, and the income from this will belong to the company, and the board of directors of the company will recover their income.
③ During the validity period of this incentive plan, if the relevant provisions on the transfer of shares held by the company's directors and senior managers in the company law, securities law and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association change, Then this part of the incentive objects shall comply with the revised relevant provisions when transferring the company's shares they hold.
5. Exercise conditions of stock options in this incentive plan:
During the exercise period, the stock options granted to the incentive object can be exercised only when the following conditions must be met at the same time: (1) the company has not had any of the following circumstances:
① The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
② The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) The incentive object does not have any of the following situations:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
④ Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
⑤ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
In case of any of the circumstances specified in article (1) above, the stock options granted but not exercised by all incentive objects according to the incentive plan shall be cancelled by the company; In case of any incentive object under any of the circumstances specified in article (2) above, the stock options granted but not exercised by the incentive object under the incentive plan shall be cancelled by the company.
(3) Company level performance assessment requirements
The stock options granted in the plan shall be subject to performance assessment and exercise annually in the three fiscal years of the exercise period, so as to meet the performance assessment objectives as the exercise conditions of the incentive object.
① The assessment year for the first grant of stock options is three fiscal years from 2022 to 2024, and the performance assessment at the company level in each year
