Securities abbreviation: Tangrenshen Group Co.Ltd(002567) securities code: 002567 Shanghai Rongzheng Investment Consulting Co., Ltd
Tangrenshen Group Co.Ltd(002567)
Adjustment of stock option incentive plan and related matters of initial grant in 2022
of
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. approval procedures of the incentive plan 6 v. differences between this grant and the incentive plan approved by the general meeting of shareholders 8 VI. description of the conditions and achievements of the incentive plan 9 VII. The first award of this incentive plan VIII. Description of the impact of the implementation of the incentive plan on the financial status and operating results of relevant years 11 IX. verification opinions of the independent financial adviser 12 X. documents for future reference and consultation methods thirteen
1、 Interpretation
In this independent financial adviser's report, unless the context specifies, the following abbreviations have the following meanings:
Tangrenshen Group Co.Ltd(002567) , the company, the company, and the company in the above-mentioned Tangrenshen Group Co.Ltd(002567) City
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
The report of Shanghai Rongzheng Investment Consulting Co., Ltd. on Tangrenshen Group Co.Ltd(002567) independent financial adviser refers to the independent financial adviser's report on matters related to the adjustment and initial grant of stock option incentive plan in 2022
This incentive plan and this equity incentive refer to the 2022 stock option incentive plan of the company
Plan, this plan
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
Incentive objects refer to the directors, senior managers, middle and senior managers, core or backbone (technical / business) personnel of the company (including subsidiaries and branches) who obtain stock options in accordance with the provisions of the incentive plan
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
The term of validity refers to the period from the date of grant of stock option to the date of complete exercise or cancellation of stock option
Waiting period refers to the period between the date of grant of stock option and the date of exercise of stock option
According to the stock option incentive plan, the incentive object exercises the exercise right of the stock option it owns, which means that in this incentive plan, the exercise right is the incentive object's behavior of purchasing the subject stock according to the price and conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the shares of the company as determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the incentive plan
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange (revised in 2022)
The self regulatory guide refers to the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 - business handling
The articles of association refers to the Tangrenshen Group Co.Ltd(002567) articles of association
CSRC and CSRC refer to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
RMB ten thousand yuan, RMB ten thousand yuan
Note: 1. The financial data and financial indicators quoted in the independent financial adviser's report refer to the consolidated statement unless otherwise specified
Financial data and financial indicators calculated based on such financial data.
2. If there is any difference in the mantissa between the sum of some total figures and each detailed figure in the independent financial adviser's report, it is due to
Caused by rounding.
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser's report is based are provided by Tangrenshen Group Co.Ltd(002567) . All parties involved in the incentive plan have guaranteed to the independent financial adviser that all the documents and materials provided for the issuance of the independent financial adviser's report are legal, true, accurate, complete and timely, and there are no omissions, false or misleading statements, and their legitimacy, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only expresses opinions on whether the incentive plan is fair and reasonable to Tangrenshen Group Co.Ltd(002567) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Tangrenshen Group Co.Ltd(002567) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors based on this report.
(III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor's report and make any explanation or explanation to the report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of the listed company, salary management measures, resolutions of the previous board of directors and general meeting of shareholders The company's financial report and the company's production and operation plan for the last three years and the latest period, and has effectively communicated with the relevant personnel of the listed company. On this basis, the independent financial adviser's report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
This report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the guide to self regulatory supervision and the listing rules, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The independent financial advisor's report issued by the financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely; (III) the relevant documents issued by the listed company for this incentive plan are true and reliable;
(IV) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Approval procedures of this incentive plan
(I) on January 8, 2022, the 45th meeting of the eighth board of directors of the company deliberated and adopted the proposal on the stock option incentive plan in 2022 (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the stock option incentive plan in 2022 The independent directors of the company expressed independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 stock option incentive plan. On the same day, the 27th meeting of the eighth board of supervisors of the company considered and adopted relevant proposals. Hunan Yixing law firm and Shanghai Rongzheng Investment Consulting Co., Ltd. hired by the company have issued legal opinions and independent financial advisory reports on matters related to the incentive plan respectively.
(II) on January 10, 2022, the company disclosed the 2022 stock option incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)") and its abstract, and the list of incentive objects first granted by the 2022 stock option incentive plan on cninfo.com, and from January 10, 2022 to January 20, 2022, The name and position of the incentive object are publicized internally through the company's official website. Within the time limit of publicity, no organization or individual raised objections or adverse reactions, and there was no feedback record. After the expiration of the publicity period, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the 2022 stock option incentive plan on January 21, 2022. The board of supervisors held that the incentive objects listed in the incentive plan for the first time met the conditions specified in relevant laws, regulations and normative documents, It meets the scope and conditions of incentive objects specified in the incentive plan (Draft), and it is legal and effective as the incentive object of the company's incentive plan.
(III) on January 26, 2022, the first extraordinary general meeting of the company in 2022 deliberated and approved the proposal on the stock option incentive plan in 2022 (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the stock option incentive plan in 2022 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 stock option incentive plan.
(IV) on February 16, 2022, the 46th meeting of the eighth board of directors and the 28th meeting of the eighth board of supervisors of the company deliberated and approved 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 and the proposal on granting stock options to incentive objects granted for the first time in the 2022 stock option incentive plan. The independent directors of the company expressed independent opinions on this, and the board of supervisors verified the adjustment of the incentive plan and the list of incentive objects on the grant date, and expressed their consent. Hunan Yixing law firm and Shanghai Rongzheng Investment Consulting Co., Ltd. hired by the company have issued legal opinions and independent financial consultant reports on matters related to the adjustment and grant of the incentive plan.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Tangrenshen Group Co.Ltd(002567) the adjustment of the incentive plan and the matters related to the first grant have obtained the necessary approval and authorization, which are in line with the administrative measures, listing rules, self regulatory guidelines and relevant provisions of the incentive plan.
5、 Differences between this grant and the incentive plan approved by the general meeting of shareholders
On February 16, 2022, the 46th meeting of the eighth board of directors and the 28th meeting of the eighth board of supervisors of the company considered and approved 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 and the proposal on granting stock options to incentive objects granted for the first time in the 2022 stock option incentive plan. Whereas 38 of the incentive objects first granted by the company in this incentive plan voluntarily give up the stock options to be granted due to resignation, job adjustment or personal reasons, according to the authorization of the company's first extraordinary general meeting in 2022, At the 46th meeting of the 8th board of directors of the company, the incentive objects and the number of rights and interests granted for the first time under the stock option incentive plan in 2022 were adjusted accordingly. After adjustment, the total number of incentive objects granted for the first time was adjusted from 895 to 857, and the number of stock options granted for the first time was adjusted from 55.49 million to 54.906 million. The total number of stock options to be granted to incentive objects in this incentive plan is adjusted from 60 million to 59.416 million.
In addition to the above adjustments, the content of this grant of the company is consistent with that deliberated and approved at the first extraordinary general meeting of shareholders in 2022.
After verification, the independent financial advisor believes that as of the date of issuance of this report, Tangrenshen Group Co.Ltd(002567) the adjustment of the incentive plan and the matters related to the first award comply with the administrative measures, listing rules, self regulatory guidelines and the relevant provisions of the incentive plan.
6、 Description of the achievement of the grant conditions of the incentive plan
(I) Tangrenshen Group Co.Ltd(002567) there is no situation that the equity incentive plan cannot be implemented as stipulated in the administrative measures: 1. The financial accounting report of the latest fiscal year is issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant;
2. The internal control of the financial report of the latest 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, 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.
(II) 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. In the last 12 months, he was arrested for major violations of laws and regulations
