Securities code: 002189 securities abbreviation: Costar Group Co.Ltd(002189) Announcement No.: 2021-084 Costar Group Co.Ltd(002189)
Announcement on resolutions of the 24th (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 24th (Interim) meeting of the Fifth Board of directors by means of communication on December 28, 2021, and the meeting was held by means of communication voting on December 30, 2021. 7 directors should attend the meeting, and 7 actually attended the meeting. The convening of the meeting complies with the provisions of the company law and the articles of association. The meeting was presided over by Mr. Li Zhichao, director and general manager of the company. The following proposals were considered and adopted at the meeting:
1、 The Convention on
< Costar Group Co.Ltd(002189) 第二期限制性股票激励计划>
(Draft) and its summary. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Li Zhichao, director and general manager of the company, as the incentive object of this incentive plan, has avoided voting when considering the proposal. The voting result: 6 votes in favor; No negative votes; No abstentions. The resolution was passed.
The independent directors of the company expressed their independent opinions on this matter. For details, see the independent opinions of independent directors on matters related to the 24th (Interim) meeting of the Fifth Board of directors disclosed on cninfo.com on December 31, 2021.
For details of this matter, see the Costar Group Co.Ltd(002189) phase II restricted stock incentive plan (Draft) and its summary disclosed on cninfo.com on December 31, 2021.
2、 The Convention on
< Costar Group Co.Ltd(002189) 第二期限制性股票激励计划实施考核管理办法>
The motion of the. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Li Zhichao, director and general manager of the company, as the incentive object of this incentive plan, has avoided voting when considering the proposal. The voting result: 6 votes in favor; No negative votes; No abstentions. The resolution was passed.
The independent directors of the company expressed their independent opinions on this matter. For details, see the independent opinions of independent directors on matters related to the 24th (Interim) meeting of the Fifth Board of directors disclosed on cninfo.com on December 31, 2021.
For details of this matter, see the management measures for the implementation and assessment of the Costar Group Co.Ltd(002189) phase II restricted stock incentive plan disclosed by the company on cninfo.com on the same day.
3、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan was deliberated and adopted. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
In order to implement the equity incentive plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors on matters related to the restricted stock incentive plan, including:
1. The general meeting of shareholders of the company is requested to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan: (1) confirm the qualifications and conditions for the incentive objects to participate in the equity incentive plan, determine the list of incentive objects and their grant quantity, and determine the grant price of the underlying shares;
(2) Determine the grant date of the restricted stock incentive plan, grant shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant of shares;
(3) When the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc., the number of restricted shares and the number of underlying shares involved shall be adjusted accordingly in accordance with the methods specified in the restricted stock incentive plan;
(4) When the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution, the grant price of restricted shares shall be adjusted accordingly in accordance with the methods specified in the restricted stock incentive plan;
(5) Review and confirm the incentive object’s qualification and conditions for lifting the sales restriction;
(6) Decide whether the incentive object can lift the sales restriction;
(7) Handle all matters necessary for the incentive object to lift the sales restriction, including but not limited to applying to the stock exchange for lifting the sales restriction and applying to the registration and settlement company for handling relevant registration and settlement business;
(8) Handle the sales restriction of restricted shares that have not been lifted;
(9) Handle the procedural procedures such as the change of the restricted stock incentive plan, including but not limited to canceling the incentive object’s qualification for lifting the restriction on sales, repurchase and cancel the restricted stock of the incentive object that has not been lifted, and handle the inheritance of the restricted stock of the deceased incentive object that has not been lifted; However, if laws, regulations or relevant regulatory authorities require such changes and termination to be approved by the general meeting of shareholders or relevant regulatory authorities, such resolutions of the board of directors must be approved accordingly;
(10) Appoint intermediary institutions such as receiving banks, accountants and lawyers for the implementation of the equity incentive plan; (11) Other necessary matters required for the implementation of the restricted stock incentive plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2. Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of approval, registration, filing, approval and consent with relevant governments and institutions on the restricted stock incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Handle the revision of the articles of association involved in the change of share capital due to the implementation of the incentive plan, and handle the change registration of the company’s registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with the restricted stock incentive plan.
3. The period of authorization to the board of directors is consistent with the validity of this equity incentive plan.
Li Zhichao, director and general manager of the company, as the incentive object of this incentive plan, has avoided voting when considering the proposal. The voting result: 6 votes in favor; No negative votes; No abstentions. The resolution was passed.
4、 The proposal on not proposing to convene an extraordinary general meeting of shareholders was deliberated and adopted.
In view of the fact that the company’s equity incentive project still needs to be approved by the state-owned assets management department, the board of directors decided not to request the convening of the extraordinary general meeting of shareholders for the time being. After the company’s equity incentive project has been approved by the state-owned assets management department, the board of directors will hold a separate meeting to submit it to the general meeting of shareholders to consider matters related to the equity incentive.
Voting result: 7 affirmative votes; No negative votes; No abstentions. The resolution was passed.
It is hereby announced
Costar Group Co.Ltd(002189) board of directors December 31, 2021
