Securities abbreviation: Tangrenshen Group Co.Ltd(002567) securities code: 002567 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Tangrenshen Group Co.Ltd(002567)
2022 stock option incentive plan (Draft)
of
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this stock option incentive plan 6 (I) scope and distribution of incentive objects 6 (II) number of stock options authorized 7 (III) validity period, authorization date and relevant time arrangement after grant of stock options 7 (IV) exercise price of stock options 9 (V) authorization and exercise conditions of incentive plan 10 (VI) other contents of the incentive plan 13 v. opinions of independent financial adviser 14 (I) verification opinions on whether the stock option incentive plan meets the provisions of policies and regulations 14 (II) verification opinions on the feasibility of the company's equity incentive plan 15 (III) verification opinions on the scope and qualification of incentive objects 15 (IV) verification opinions on the amount of equity granted under the equity incentive plan (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 16 (VI) verification opinions on the rationality of the exercise price basis and pricing method of stock options 16 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 18 (VIII) financial opinions on the implementation of equity incentive plan of the company 19 (IX) opinions on the impact of the company's implementation of equity incentive plan on the sustainable operation ability and shareholders' equity of listed companies 19 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 20 (XI) others 23 (XII) other matters that should be explained 23 VI. documents for future reference and consultation methods 25 (I) documents for future reference 25 (II) consultation method 25 I. interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Tangrenshen Group Co.Ltd(002567) , the company, the company, refers to the 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)
Stock options and options refer to the rights granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
According to the provisions of the incentive plan, the directors of the company (including subsidiaries and branches) who have obtained stock options shall be directors, senior managers, middle and senior managers, core or backbone (technical / business) personnel
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 stock options owned by the incentive object refers to the behavior. In this incentive plan, the exercise of the right 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 price at which the incentive object purchases the company's shares as determined in the incentive plan
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
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser's report is based are provided by Tangrenshen Group Co.Ltd(002567) . All parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for the issuance of the independent financial adviser's report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor shall not bear any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the incentive plan is fair and reasonable to Tangrenshen Group Co.Ltd(002567) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Tangrenshen Group Co.Ltd(002567) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors based on this report.
(III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor's report and make any explanation or explanation to the report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the stock option incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of listed companies, resolutions of previous board of directors and general meeting of shareholders The company's financial reports for the last three years and the latest issue, and has conducted effective communication with relevant personnel of the listed company. On this basis, the independent financial adviser's report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
This report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the administrative measures, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The independent financial advisor's report issued by the financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely;
(III) the relevant documents issued by the listed company for this stock option incentive plan are true and reliable; (IV) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Main contents of this stock option incentive plan
Tangrenshen Group Co.Ltd(002567) the stock option incentive plan for 2022 is formulated by the salary and assessment committee under the board of directors of the company. According to the current policy environment in China and the actual situation of Tangrenshen Group Co.Ltd(002567) , the stock option incentive plan is adopted for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on the stock option incentive plan. (I) scope and distribution of incentive objects
The total number of incentive objects involved in the first award of the incentive plan is 895, including:
1. Directors and senior managers of the company;
2. Middle and senior management, core or backbone (technical / business) personnel of the company (including subsidiaries and branches).
The incentive objects involved in the incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children.
Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors. All incentive objects must have employment or labor relations with the company (including subsidiaries and branches) when the company grants stock options and within the assessment period specified in the incentive plan.
The incentive objects reserved for granting options refer to the incentive objects that have not been determined when the incentive plan is approved by the general meeting of shareholders but are included in the incentive plan during the duration of the incentive plan. The incentive plan shall be deliberated and determined by the board of directors within 12 months after it is deliberated and approved by the general meeting of shareholders. The criteria for determining the incentive object of the reserved option shall be determined with reference to the criteria for the first grant. If the incentive object is not specified within 12 months after the plan is considered and approved by the general meeting of shareholders, the reserved option shall become invalid.
The distribution of stock options to be granted under the incentive plan among incentive objects is shown in the table below:
Serial number name the proportion of the stock options granted by the position to the total number of public (10000) rights in the draft incentive plan during the granted stock period the proportion of the total share capital on the reporting date
Sun Shuangsheng, director 0.67% 0.03%
1 secretary of the board 40
2 Yang Zhi, chief financial officer 40 0.67% 0.03%
3. Middle and senior management, core or bone 5469 91.15% 4.53%
Dry (technical / business) personnel (893 persons)
Reserved part 451 7.52% 0.37%
Total 6000 100.00% 4.98%
Note: if there is any difference in the mantissa between the sum of part of the total and each detailed number in the incentive plan, it is caused by rounding, the same below.
The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company on the date of announcement of the draft incentive plan. The total number of underlying shares involved in all incentive plans of the company within the validity period shall not exceed 10% of the total issued share capital of the company on the announcement date of the draft incentive plan and when the latest equity incentive plan was approved by the general meeting of shareholders. The incentive objects of reserved stock options shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the express opinions of the independent directors and the board of supervisors and the professional legal opinions issued by the law firm, the company shall disclose the relevant information of the incentive objects in a timely and accurate manner on the designated website as required. (II) number of stock options authorized
1. Stock source of this incentive plan
The subject stock involved in the incentive plan comes from the company's A-share common stock repurchased by the company's special account for repurchase and the company's A-share common stock issued to the incentive object.
2. The number of stock options to be granted to incentive objects in the incentive plan is 60 million, accounting for about 4.98% of the total share capital of 1206017542 shares on the announcement date of the draft incentive plan. Among them, 55.49 million stock options were granted for the first time, accounting for 92.48% of the total number of stock options to be granted in the incentive plan and 4.60% of the total share capital of the company on the announcement date of the draft incentive plan; 4.51 million reserved grants, 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. The reserved part does not exceed 20% of the total equity to be granted this time.
On the condition that the exercise conditions are met, 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.
During the period from the date of announcement of the 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, share subdivision or reduction, allotment and so on, the total number of subject shares involved will be adjusted accordingly. (III) validity period, authorization date and relevant time arrangement after grant of stock options 1. Validity period of this incentive plan
The validity period of the stock option incentive plan is from the stock option
