Securities code: 002567 securities abbreviation: Tangrenshen Group Co.Ltd(002567) Announcement No.: 2022-006 Tangrenshen Group Co.Ltd(002567)
Independent directors’ opinions on the 8th board of directors of the company
Independent opinions on relevant matters of the 45th meeting
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.
The 45th meeting of the 8th board of directors of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as “the company”) was held on January 8, 2022. In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations, normative documents, the articles of association and other rules and regulations, As an independent director of the company, we hereby express the following opinions on the matters discussed at the 45th meeting of the eighth board of directors based on our independent judgment:
1、 2022 stock option incentive plan (Draft) and its abstract
1. The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures), business guidelines for listed companies of Shenzhen Stock Exchange No. 9 – equity incentive (hereinafter referred to as the business guidelines No. 9) and other laws, regulations, departmental rules and normative documents, The company is qualified to implement the equity incentive plan;
2. The incentive objects determined by the company’s equity incentive plan do not have the situation that they are not allowed to participate in the company’s equity incentive specified in the management measures and other laws and regulations, meet the incentive object conditions specified in the management measures and the scope of incentive objects specified in the company’s 2022 stock option incentive plan (Draft), The subject qualification as the incentive object of the company’s 2022 stock option incentive plan is legal and effective;
3. The preparation and review procedures of the company’s equity incentive plan and its summary comply with the provisions of the management measures, No. 9 business guide and other relevant laws, administrative regulations, departmental rules and normative documents;
4. The content of this equity incentive plan complies with the provisions of laws, administrative regulations, departmental rules and normative documents such as the administrative measures and the No. 9 business guide. The grant arrangement, waiting period arrangement and exercise arrangement of stock options of each incentive object do not violate the provisions of relevant laws, administrative regulations, departmental rules and normative documents, It does not harm the interests of the company and all shareholders;
5. The company has no plans or arrangements to provide loans, loan guarantees and any other financial assistance to the incentive object;
6. Related directors have avoided voting on relevant proposals in accordance with the company law, securities law, management measures and other laws, administrative regulations, departmental rules and normative documents, as well as the relevant provisions of the articles of Association; 7. The company’s implementation of this equity incentive plan can further establish and improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm and creativity of employees, improve the cohesion of employees and the competitiveness of the company, effectively combine the interests of shareholders, the company and the personal interests of incentive objects, and promote the long-term, sustainable and healthy development of the company. In conclusion, we agree that the company will implement this equity incentive plan.
2、 Management measures for the implementation and assessment of stock option incentive plan in 2022
The company has formulated the assessment management measures for the implementation of stock option incentive plan in 2022 for this incentive plan, and established corresponding assessment system and incentive and restraint mechanism to ensure the implementation of this incentive plan. The indicators of the company’s equity incentive plan are divided into two levels: company level performance appraisal and individual level performance appraisal.
The performance assessment indicators at the company level fully consider the comprehensive impact of historical factors, industry status and future development expectations, and give consideration to the incentive role, which can reflect the operation and growth of the company. In addition to the performance appraisal at the company level, a performance appraisal system is also set up for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the exercise conditions and the specific exercise quantity according to the performance evaluation results of the incentive object in the evaluation year.
In conclusion, we believe that the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan.
Independent directors: Jiang Fan, Yu Xinglong, Zhang Shaoqiu Tangrenshen Group Co.Ltd(002567) January 8, 2002
