Securities code: 002567 securities abbreviation: Tangrenshen Group Co.Ltd(002567) Tangrenshen Group Co.Ltd(002567)
2022 stock option incentive plan
(Draft)
January 2002
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of its contents.
hot tip
1、 The incentive plan is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(I) the financial report of the most recent fiscal year has been given a negative opinion or an audit report that cannot express an opinion by a certified public accountant;
(II) the internal control over the financial report of the most recent fiscal year has been given a negative opinion or unable to express an opinion by a certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
3、 The incentive objects participating in the incentive plan do not include the company’s supervisors, independent directors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, and there are no following circumstances that may not be the incentive object:
(I) being identified as inappropriate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
4、 The incentive tool adopted in the incentive plan is stock option, and the stock source is the company’s A-share common stock repurchased by the company’s special repurchase account and the company’s A-share common stock issued to the incentive object. 5、 The total number of stock options to be granted to the incentive objects in the incentive plan is 60 million, and the types of shares involved are RMB A-share ordinary shares, accounting for about 4.98% of the total share capital of the company on the announcement date of the draft incentive plan, of which 55.49 million stock options are granted for the first time, accounting for about 92.48% of the total number of stock options to be granted in the incentive plan, Accounting for about 4.60% of the total share capital of the company on the announcement date of the draft incentive plan; 4.51 million stock options are reserved, accounting for about 7.52% of the total number of stock options to be granted in the incentive plan and about 0.37% of the total share capital of the company on the announcement date of the draft incentive plan. Under the condition that each stock option meets the exercise conditions, each stock option granted to the incentive object has the right to purchase one share of the company’s shares at the exercise price within the validity period.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in all equity incentive plans within the validity period of the company has not exceeded 10.00% of the total share capital of the company on the announcement date of the draft incentive plan. The number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company on the date of announcement of the draft incentive plan.
6、 The total number of incentive objects granted by the incentive plan for the first time is 895, including directors, senior managers, middle and senior managers, core or backbone (technical / business) personnel who served in the company (including subsidiaries and branches) when announcing the draft incentive plan.
7、 The exercise price of the stock option granted to the incentive object for the first time in the incentive plan is 6.20 yuan / share. The exercise price of the reserved granted stock option is consistent with the exercise price of the first granted stock option.
During the period from the date of announcement of the draft incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the exercise price and / or quantity of stock options will be adjusted accordingly according to the incentive plan.
8、 The validity period of the incentive plan is from the date of grant of stock options to the date of exercise or cancellation of all stock options granted to the incentive object, which shall not exceed 48 months at most.
9、 After 12 months from the date of the first grant, the stock options granted for the first time in the incentive plan shall be exercised in three phases, and the exercise proportion of each phase shall be 30%, 30% and 40% respectively.
The reserved stock options shall be exercised in two phases after 12 months from the date of reserved grant, and the exercise proportion of each phase shall be 50% and 50% respectively.
10、 The company promises not to provide loans, loan guarantees and any other forms of financial assistance for the incentive object to obtain relevant rights and interests according to the incentive plan.
11、 The incentive object promises that if the company does not comply with the arrangement for granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all the benefits obtained from the equity incentive plan to the company.
12、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
13、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors in accordance with relevant regulations to grant rights and interests to incentive objects, and complete registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the measures for the administration of equity incentive of listed companies and other relevant laws, administrative regulations and departments
14、 The shareholders’ meeting of the company to review the incentive plan will adopt the combination of on-site voting and online voting. The company will provide the shareholders of the company with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system, and the shareholders can exercise their voting rights through the above system during the online voting time. The incentive plan can be implemented only after it is reviewed and approved by the special resolution of the general meeting of shareholders of the company.
15、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principle of this incentive plan 9 Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of stock options Chapter VI validity period, grant date, waiting period, vesting date and lock up period Chapter VII exercise price of stock options and determination method of exercise price Chapter VIII conditions for granting and exercising stock options Chapter IX adjustment methods and procedures of this incentive plan Chapter 10 accounting treatment of stock options Chapter XI implementation procedures of stock option incentive plan 30 Chapter XII respective rights and obligations of the company / incentive object 33 Chapter XIII handling of changes in the company / incentive object 35 chapter XIV Supplementary Provisions thirty-nine
Chapter I interpretation
Unless otherwise specified, the following words and expressions have the following meanings in this document: Tangrenshen Group Co.Ltd(002567) , the company, the company, and refer to Tangrenshen Group Co.Ltd(002567) listed company
This incentive plan and this equity incentive plan refer to the 2022 stock option incentive plan of the company
Incentive plan, this plan
The draft incentive plan refers to the company’s 2022 stock option incentive plan (Draft)
The company grants the incentive object the right to purchase a certain number of shares of the company at a predetermined price and conditions in the future
According to the provisions of the incentive plan, the incentive objects of the company who obtain stock options refer to directors, senior managers, middle and senior managers, core or backbone (technical / business) personnel (including subsidiaries and branches).
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 the stock option to the date when all the stock options are exercised or cancelled
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 exercise of the rights of the incentive object refers to the behavior of the stock option. In this incentive plan, the exercise of rights is the behavior of the incentive object to purchase 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 its rights. The exercisable date must be the trading day
The exercise price refers to the purchase of shares of the company by the incentive object determined in the incentive plan
Price of
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 means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The Listing Rules refer to the Listing Rules of Shenzhen Stock Exchange
Business guide refers to the guide for business handling of listed companies of Shenzhen Stock Exchange No. 9 – equity incentive
The company’s assessment management measures refer to the assessment management measures for the implementation of the company’s stock option plan in 2022
CSRC and CSRC refer to China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Registration and Clearing Companies and Clearing Companies refer to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statements and the financial indicators calculated based on such financial data.
2. In this draft, the difference in the mantissa between the sum of some totals and each breakdown is caused by rounding.
Chapter II purpose and principle of the incentive plan
The purpose of implementing the incentive plan is to further improve the company’s corporate governance structure, improve the company’s incentive mechanism, enhance the sense of responsibility and mission of the company’s management team and core backbone, and ensure the realization of the company’s development strategy and business objectives. Specifically:
(I) further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, improve the company’s salary assessment system, mobilize the enthusiasm of incentive objects, and ensure the steady improvement of the company’s performance;
(II) establish a benefit sharing and risk sharing mechanism between shareholders and management, improve the cohesion of the company’s management team and the company’s competitiveness, and ensure the realization of the company’s future development strategy and business objectives;
(III) fully mobilize the enthusiasm of the incentive objects, ensure the steady improvement of the company’s performance, and provide a good incentive platform for stabilizing and attracting excellent talents;
(IV) effectively combine the interests of shareholders, the company and the personal interests of incentive objects, so that all parties can pay common attention to the sustainable and healthy development of the company.
The company formulates this incentive plan in accordance with the company law, securities law, administrative measures and other relevant laws, administrative regulations, departmental rules and normative documents as well as the articles of association.
Chapter III Management Organization of the incentive plan
1、 The general meeting of shareholders is the highest power of the company
