Securities code: 002567 securities abbreviation: Tangrenshen Group Co.Ltd(002567) Announcement No.: 2022-020 Tangrenshen Group Co.Ltd(002567)
With regard to the announcement 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, 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”) 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 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, According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the company’s 2022 stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan (draft”) The relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “self regulatory guidelines No. 1”) and the authorization of the company’s first extraordinary general meeting in 2022 adjust the relevant matters of the 2022 stock option incentive plan (hereinafter referred to as “this incentive plan”), Relevant matters are described as follows:
1、 Approval of this decision and incentive plan
1. 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 management measures for the implementation and assessment of the stock option incentive plan in 2022 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, the independent directors of the company issued independent opinions, and the relevant proposal was considered and adopted at the 27th meeting of the eighth board of supervisors of the company. 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.
2. From January 10, 2022 to January 20, 2022, the company publicized the names and positions of the incentive objects granted for the first time in the incentive plan on 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 board of supervisors of the company disclosed the verification opinions and publicity instructions on the list of incentive objects of the 2022 stock option incentive plan.
3. 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. The company’s implementation of this incentive plan is approved, and the board of directors is authorized to determine the grant date, grant stock options to incentive objects when they meet the conditions, and handle all matters required for the grant of stock options.
4. 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. 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.
2、 Description of this adjustment
In view of the fact that among the 895 first granted incentive objects determined in this incentive plan, 38 incentive objects voluntarily give up the stock options to be granted due to resignation, job adjustment or personal reasons, according to the above situation and the authorization of the company’s first extraordinary general meeting in 2022, The board of directors of the company adjusted the incentive objects and the number of rights and interests granted for the first time under the stock option incentive plan in 2022. 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. The details are as follows:
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%
Reserved stock options 451 7.59% 0.37%
Note: if there is any difference in the mantissa between the sum of partial total and each detailed number, it is caused by rounding.
In addition to the above adjustments, other contents of the stock option incentive plan implemented by the company this time are consistent with the 2022 stock option incentive plan approved by the company’s first extraordinary general meeting in 2022.
3、 Impact of this adjustment on the company
The adjustment of the company’s incentive plan complies with the administrative measures, self regulatory guidelines No. 1, stock listing rules of Shenzhen Stock Exchange, incentive plan (Draft) and other relevant provisions. The company’s adjustment of the incentive objects and the number of awards granted for the first time in this incentive plan will not have a material impact on the company’s financial status and operating results, and there is no damage to the interests of the company and its shareholders.
4、 Opinions of the board of supervisors
The review opinions of the board of supervisors are as follows: according to the management measures and other relevant laws, regulations, normative documents and the provisions of the incentive plan (Draft), some incentive objects granted for the first time in the company’s incentive plan voluntarily give up the stock options to be granted due to resignation, job adjustment or personal reasons, The board of directors of the company adjusted the list of incentive objects granted for the first time and the number of rights and interests granted in the stock option incentive plan in 2022. This adjustment is legal. The final incentive objects after this adjustment are employees in the company, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, The board of directors of the company adjusted the number of incentive objects and rights granted for the first time in the 2022 stock option incentive plan in accordance with the relevant provisions of the administrative measures, self regulatory guidelines No. 1, etc.
5、 Opinions of independent directors
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.
6、 Documents for future reference
1. Resolutions of the 46th meeting of the 8th board of directors;
2. Resolutions of the 28th meeting of the 8th board of supervisors;
3. Independent opinions of independent directors on matters related to the 46th meeting of the eighth board of directors.
It is hereby announced.
Tangrenshen Group Co.Ltd(002567) board of directors February 17, 2002
