Securities code: 002189 securities abbreviation: Costar Group Co.Ltd(002189) Announcement No.: 2021-078 Costar Group Co.Ltd(002189)
Announcement on resolutions of the 23rd (Interim) meeting of the 5th board of directors
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.
Costar Group Co.Ltd(002189) (hereinafter referred to as “the company”) issued the notice on convening the 23rd (Interim) meeting of the 5th board of directors by means of communication on December 22, 2021, and the meeting was held by means of communication voting on December 27, 2021. The meeting should have 7 directors and 7 actual directors. The meeting was held in accordance with the company law and the articles of association Provisions of the. The meeting was presided over by Li zhichaosheng, director and general manager of the company, and the following resolutions were considered and adopted:
1、 The proposal on resignation and election of directors was deliberated and adopted. This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
In view of Mr. Zhu daoshan’s resignation as a director and member of the special committee of the company due to work change, upon nomination by the nomination committee of the company, the board of directors agreed to appoint Mr. Wan Yi as a director, member of the special equipment committee and member of the remuneration and assessment committee of the company, with a term of office from the date when the board of directors submitted it to the shareholders’ meeting for deliberation and approval to the expiration of the current board of directors. For details, please refer to the announcement on resignation and election of directors published on cninfo.com on December 28, 2021.
Voting results: 7 in favor, 0 against and 0 abstention. The resolution was passed.
The independent directors of the company have expressed their agreed independent opinions. For details, see the independent opinions of independent directors on matters related to the 23rd (Interim) meeting of the Fifth Board of directors published on cninfo.com on December 28, 2021.
2、 The proposal on the achievement of the conditions for the release of restricted shares in the first release period of the company’s restricted stock incentive plan was reviewed and approved.
The board of Directors believes that the conditions for lifting the restrictions on sales in the first period reserved for granting the company’s restricted stock incentive plan have been met, and the incentive object’s qualification for lifting the restrictions on sales is legal and valid, meeting the requirements of the company’s
<公司限制性股票激励计划（草案修订稿）》规定的第一个解除限售期的解除限售条件，同意公司为 3 名激励对象办理第一个解除限售期的 48,620 股限制性股票的解除限售手续。具体内容详见 2021 年 12 月 28 日公司刊登于巨潮资讯网上的《关于限制性股票激励计划预留授予第一个解除限售期解除限售条件成就的公告》。
表决结果：7 票同意，0 票反对，0 票弃权。决议通过。
公司董事会薪酬与考核委员会认为 3 名激励对象满足解除限售条件；监事会认为公司 3 名限制性股票激励对象的解除限售资格合法有效，满足公司限制性股票激励计划设定的预留授予限制性股票第一个解除限售期的解除限售条件；北京市中伦律师事务所针对该事项出具了专项法律意见书，具体内容详见 2021 年 12月 28 日公司刊登于巨潮资讯网的《北京市中伦律师事务所关于 Costar Group Co.Ltd(002189) 股权激励计划预留授予部分第一期解锁及回购注销部分限制性股票相关事项的法律意见书》。公司独立董事对该议案发表了同意的独立意见，具体内容详见 2021 年 12 月 28 日公司刊登于巨潮资讯网上的《独立董事对公司第五届董事会第二十三次（临时）会议相关事项的独立意见》。
三、审议通过了《关于回购注销部分股权激励限制性股票的议案》，本议案需提交公司 2022 年第一次临时股东大会审议。
同意公司回购注销部分已不符合激励条件的激励对象已获授但尚未解锁的限制性股票，共计 96,703 股。具体内容详见 2021 年 12 月 28 日公司刊登于巨潮资讯网上的《关于回购注销部分股权激励限制性股票的公告》。
表决结果：7 票同意，0 票反对，0 票弃权。决议通过。
北京市中伦律师事务所针对该事项出具了专项法律意见书，具体内容详见2021 年 12 月 28 日公司刊登于巨潮资讯网的《北京市中伦律师事务所关于 Costar Group Co.Ltd(002189) 股权激励计划预留授予部分第一期解锁及回购注销部分限制性股票相关事项的法律意见书》。公司独立董事对该议案发表了同意的独立意见，具体内容详见 2021 年 12 月 28 日公司刊登于巨潮资讯网上的《独立董事对公司第五届董事会第二十三次（临时）会议相关事项的独立意见》。
四、审议通过了《关于修订<董事会授权管理办法>
The motion of the.
Voting results: 7 in favor, 0 against and 0 abstention. The resolution was passed.
For details, please refer to the management measures for authorization of the board of directors (revised in December 2021) published by the company on cninfo.com on December 28, 2021
5、 The report on the change and implementation of special coating expansion project was reviewed and adopted.
The board of directors agreed to change the expansion project of special coating and agreed to implement it according to the changed contents.
Voting results: 7 in favor, 0 against and 0 abstention. The resolution was passed.
6、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted.
The first extraordinary general meeting of the company in 2022 is scheduled to be held on Wednesday, January 12, 2022 by combining on-site voting and online voting to consider the relevant matters proposed to the general meeting of shareholders by this meeting and the 17th meeting of the Fifth Board of supervisors. For details, please refer to the report published on cninfo.com on December 28, 2021 Notice on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 7 in favor, 0 against and 0 abstention. The resolution was passed.
It is hereby announced.
Costar Group Co.Ltd(002189) board of directors December 28, 2021
