Securities code: 002567 securities abbreviation: Tangrenshen Group Co.Ltd(002567) Announcement No.: 2022-003 Tangrenshen Group Co.Ltd(002567)
The resolution of the 45th meeting of the 8th board of directors announced that 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 eighth board of directors of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as “the company”) was held at 11:00 a.m. on January 8, 2022 by means of communication and on-site. The notice of this meeting was sent to all directors, supervisors and senior managers by hand, e-mail and fax on January 5, 2022.
There were 9 directors who should attend the meeting and 9 directors actually attended the meeting, including 3 independent directors and 9 directors who voted on the proposal in writing. The content of the meeting and the method of convening and convening The procedures comply with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Tangrenshen Group Co.Ltd(002567) articles of Association (hereinafter referred to as the “articles of association”), and the meeting was convened and presided over by Mr. Tao Yishan, chairman of the company. After discussion, the meeting unanimously adopted the following resolutions:
1、 The proposal on 2022 stock option incentive plan (Draft) > and its summary was considered and adopted by 8 votes in favor, 0 against and 0 abstention, and it was agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
Mr. Sun Shuangsheng, the director of the company, is the incentive object in the 2022 stock option incentive plan (Draft), and as an associated director, avoided voting on this proposal.
In order to 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, according to the company law and the securities law The measures for the administration of equity incentive of listed companies and other laws, administrative regulations, departmental rules and normative documents have formulated the 2022 stock option incentive plan (Draft) and its abstract.
The stock option incentive plan for 2022 (Draft) and its abstract are detailed in the information disclosure media – cninfo.com.
2、 With 8 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the management measures for the implementation and assessment of stock option incentive plan in 2022 was considered and adopted, and it was agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
Mr. Sun Shuangsheng, the director of the company, is the incentive object in the 2022 stock option incentive plan (Draft), and as an associated director, avoided voting on this proposal.
See information disclosure media – cninfo.com for details of the management measures for the implementation and assessment of stock option incentive plan in 2022.
3、 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 was considered and adopted by 8 votes in favor, 0 against and 0 abstention, and it was agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
Mr. Sun Shuangsheng, the director of the company, is the incentive object in the 2022 stock option incentive plan (Draft), and as an associated director, avoided voting on this proposal.
In order to implement the company’s stock option incentive plan in 2022, the board of directors requests the general meeting of shareholders to authorize the board of directors to handle the following matters of the stock option incentive plan:
1. Authorize the board of directors to determine the stock option grant date of the equity incentive plan;
2. Authorize the board of directors to make corresponding adjustments to the number and exercise price of stock options in accordance with the methods specified in the equity incentive plan when 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;
3. Authorize the board of directors to grant stock options to the incentive objects when they meet the conditions, and handle all matters necessary for the grant of stock options, including but not limited to applying to the stock exchange for grant, applying to the registration and settlement company for handling relevant registration and settlement business, etc;
4. Authorize the board of directors to review and confirm the exercise qualification and exercise conditions of stock options granted to incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
5. Authorize the board of directors to decide whether the incentive objects can exercise their rights;
6. Authorize the board of directors to handle all matters necessary for the exercise of incentive objects, including but not limited to applying to the stock exchange for exercise, applying to the registration and Clearing Company for relevant registration and clearing business, amending the articles of association, handling the registration of changes in the company’s registered capital, etc;
7. Authorize the board of directors to handle the locking of stock options that have not been exercised;
8. Authorize the board of directors to decide on the change and termination of the equity incentive plan, including but not limited to canceling the exercise qualification of the incentive object and canceling the stock options that the incentive object is not allowed to exercise or the stock options that have not been exercised upon expiration in accordance with the provisions of the equity incentive plan;
9. Authorize the board of directors to deal with the stock options granted to the incentive object that have not been exercised in case of resignation, retirement, death and other special circumstances according to the provisions of the company’s stock option incentive plan;
10. Authorize the board of directors to manage and adjust the equity incentive plan of the company, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of the equity incentive plan; However, if laws, administrative regulations, departmental rules, normative documents or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly; 11. Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
12. Authorize the board of directors to appoint financial consultants, accountants, lawyers, receiving banks, securities companies and other intermediaries for the implementation of the equity incentive plan;
13. Authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant institutions for this equity incentive plan, including but not limited to filing the changes in the articles of Association; Sign, execute, modify and complete the documents submitted to relevant institutions, organizations and individuals; And do all acts, things and matters that the board of Directors considers necessary, appropriate or appropriate in connection with the equity incentive plan;
14. Authorize the board of directors to implement other necessary matters required by the stock option incentive plan, except for the rights to be exercised by the general meeting of shareholders as specified in relevant documents;
15. The general meeting of shareholders of the company shall agree that the period of authorization to the board of directors shall be consistent with the validity of the equity incentive plan.
Except for the matters that need to be adopted by the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this equity incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
The company plans to hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on Wednesday, January 26, 2022. The meeting will consider the above relevant proposals to be submitted to the general meeting of shareholders for deliberation. The general meeting of shareholders adopts the combination of on-site voting and online voting.
The company’s notice on convening the first extraordinary general meeting in 2022 is detailed in the information disclosure media – cninfo.com, China Securities Journal, securities times, securities daily and Shanghai Securities News. It is hereby announced.
Tangrenshen Group Co.Ltd(002567) board of directors January 9, 2002
