Huatai United Securities Co., Ltd
About Costar Group Co.Ltd(002189)
The restricted stock incentive plan reserves the first release period of the grant part
Verification opinions on lifting the listing and circulation of restricted shares
Huatai United Securities Co., Ltd. (hereinafter referred to as “the independent financial consultant”) is an independent financial consultant for Costar Group Co.Ltd(002189) 1 (hereinafter referred to as “listed company” or “company”) to issue shares, purchase assets and raise supporting funds and related party transactions (hereinafter referred to as “this reorganization”) The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the measures for the administration of equity incentive of listed companies and other relevant provisions have carefully and prudently verified the first release of the restricted shares during the first release period of the reserved grant part of the Costar Group Co.Ltd(002189) restricted stock incentive plan. The verification results are as follows:
1、 Brief introduction and implementation of incentive plan
1. On December 2, 2018, the company held the 20th meeting of the Fourth Board of directors, deliberated and passed the proposal on the company’s restricted stock incentive plan (Draft) > and its summary and other relevant proposals. The related directors avoided voting on the relevant proposals, and the independent directors of the company issued their agreed independent opinions. On the same day, the 17th meeting of the 4th board of supervisors of the company deliberated and approved the proposal on the company’s restricted stock incentive plan (Draft) and its summary and other relevant proposals, and verified the list of incentive objects.
2. On January 15, 2019, the company disclosed the announcement that the first phase of restricted stock incentive plan was approved by the state owned assets supervision and Administration Commission of the State Council, and the company’s restricted stock incentive plan was approved by the state owned assets supervision and Administration Commission of the State Council. 3. On January 16, 2019, the company held the 21st Meeting of the Fourth Board of directors, deliberated and adopted the proposal on the company’s restricted stock incentive plan (Revised Draft) and its summary and other relevant proposals. The related directors avoided voting on the relevant proposals, and the independent directors of the company expressed their independent opinions. On the same day, the 18th meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on the company’s restricted stock incentive plan (Revised Draft) and its summary and other relevant proposals.
4. On February 1, 2019, the company held the first extraordinary general meeting of shareholders in 2019, which approved note 1: Lida North Electro-Optic Co.Ltd(600184) Co., Ltd. was renamed Costar Group Co.Ltd(002189) on June 26, 2019 with the approval of Nanyang market supervision and Administration Bureau of Henan Province.
The proposal on the company’s restricted stock incentive plan (Revised Draft) > and its summary and other relevant proposals, as well as the self-examination announcement on the trading of the company’s shares by insiders of the restricted stock incentive plan. 5. On February 14, 2019, the company held the 22nd Meeting of the 4th board of directors, deliberated and passed the proposal on granting restricted shares to the incentive objects of the company’s restricted stock incentive plan, and agreed to grant 1767000 restricted shares to 103 eligible incentive objects for the first time with February 14, 2019 as the grant date, with the grant price of 5.65 yuan / share. The related directors abstained from voting on relevant proposals, and the independent directors of the company expressed their independent opinions. On the same day, the above proposal was considered and adopted at the 19th meeting of the Fourth Board of supervisors of the company. The lawyer expressed relevant opinions on this.
6. On April 26, 2019, the company announced the announcement on the completion of the registration of the first grant of restricted shares. The company completed the share registration in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. The company actually granted a total of 1767000 restricted shares to 103 incentive objects for the first time, and the listing date of restricted shares is April 29, 2019.
7. On November 28, 2019, according to the authorization of the company’s first extraordinary general meeting in 2019, the company held the fifth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on the reserved share grant scheme of the company’s restricted stock incentive plan respectively, and agreed to take November 28, 2019 as the grant date, 196300 reserved restricted shares were granted to 4 eligible incentive objects at a grant price of 9.91 yuan / share. Independent directors have expressed their independent opinions on the granting of reserved shares; The board of supervisors of the company reviewed the list of reserved share incentive objects and other related matters and issued verification opinions; The lawyer expressed relevant opinions on this.
8. On December 23, 2019, the company announced the announcement on the completion of the grant registration of reserved shares in the restricted stock incentive plan. The company completed the share registration in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. The company actually granted a total of 196333 reserved restricted shares to four incentive objects, and the listing date of restricted shares is December 25, 2019.
9. On August 24, 2020, the 9th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors of the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 43000 restricted shares granted but not unlocked by Guo Hongyuan, Liu Chicheng and Wang Yongjie, the former incentive objects who have resigned for the first time, The independent directors of the company expressed their independent opinions on relevant matters and agreed to submit the proposal to the general meeting of shareholders for deliberation. The lawyer expressed relevant opinions on this.
10. On September 14, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on repurchase and cancellation of some restricted shares. Agree to repurchase and cancel the 43000 restricted shares granted but not unlocked by the original incentive objects Guo Hongyuan, Liu Chicheng and Wang Yongjie who have resigned for the first time. On the same day, the company disclosed the announcement on repurchasing and canceling some restricted shares and notifying creditors.
11. On December 18, 2020, the company announced the announcement on the completion of the repurchase and cancellation of some restricted shares. The company completed the formalities for the repurchase and cancellation of restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the repurchase and cancellation, the total share capital of the company was changed from 262568166 shares to 262525166 shares.
12. On April 19, 2021, the 15th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors deliberated and approved the proposal on repurchase and cancellation of some equity incentive restricted shares, and agreed to repurchase and cancel 60000 restricted shares granted but not unlocked by Zhao Feng and Zhou Pengjie, the former incentive objects who had resigned for the first time, The independent directors of the company expressed their independent opinions on relevant matters and agreed to submit the proposal to the general meeting of shareholders for deliberation. The lawyer expressed relevant opinions on this.
13. On May 11, 2021, the 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on repurchase and cancellation of some equity incentive restricted shares. Agree to buy back and cancel 60000 restricted shares granted but not unlocked by Zhao Feng and Zhou Pengjie, the original incentive objects who have resigned for the first time. On the same day, the company disclosed the announcement on repurchasing and canceling some restricted shares and notifying creditors.
14. On June 2, 2021, the company announced the announcement on the completion of the repurchase and cancellation of some restricted shares. The company completed the formalities for the repurchase and cancellation of restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the repurchase and cancellation, the total share capital of the company was changed from 262525166 shares to 262465166 shares.
15. On June 7, 2021, the 16th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors considered and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 59000 restricted shares of Xing Chunsheng and Wang Yanrong, two incentive objects who have not met the incentive conditions, The independent directors of the company expressed their independent opinions on relevant matters and agreed to submit the proposal to the general meeting of shareholders for deliberation. The lawyer expressed relevant opinions on this.
16. On June 23, 2021, the company announced the suggestive announcement on the release of restricted shares in the first release period of restricted shares granted by the restricted stock incentive plan for the first time. As Wang Yanrong has left his post, he does not meet the unlocking conditions for the first batch of release of restrictions.
17. On June 24, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on repurchase and cancellation of some restricted shares. Agree to repurchase and cancel 59000 restricted shares granted but not unlocked by Xing Chunsheng and Wang Yanrong, the former incentive objects who have resigned. At the same time, the company disclosed the announcement on repurchasing and canceling some restricted shares and notifying creditors.
18. On July 7, 2021, the company carried out profit distribution in 2020. The above shares to be repurchased held by Xing Chunsheng and Wang Yanrong also participated in the cash dividend. According to the relevant provisions of the company’s restricted stock incentive plan (Revised Draft), it is necessary to adjust the repurchase price of the above restricted shares of the two persons accordingly.
19. On August 11, 2021, the 18th (Interim) meeting of the 5th board of directors and the 12th meeting of the 5th board of supervisors deliberated and adopted the proposal on adjusting the repurchase price of restricted shares. The independent directors of the company expressed their independent opinions on relevant matters, and the lawyers expressed relevant opinions.
20. On September 8, 2021, the company announced the announcement on the completion of the repurchase and cancellation of some restricted shares. The company completed the repurchase and cancellation of restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the repurchase and cancellation, the total share capital of the company was changed from 262465166 shares to 262406166 shares.
21. On December 27, 2021, the company held the 23rd Meeting of the 5th board of directors and the 17th meeting of the 5th board of supervisors, and deliberated and adopted the proposal on the achievement of the first release period and the release conditions of the company’s restricted stock incentive plan, Agreed to unlock the 48620 restricted shares held by the three incentive objects who met the unlocking conditions, and the independent directors expressed independent opinions. The 17th meeting of the 5th board of supervisors of the company deliberated and adopted the above proposal. The lawyer expressed relevant opinions on this.
2、 Description of the achievement of the conditions for the lifting of the restrictions during the first period of the reserved grant of restricted shares 1. Description of the expiration of the restriction period
According to the relevant provisions of the incentive plan, the first period for the release of the restricted shares reserved and granted by the company to the incentive object is from the first trading day after 24 months from the reserved grant date to the last trading day within 36 months from the reserved grant date, and 33% of the total amount obtained from the release of the restriction can be applied for.
The grant date of the restricted shares reserved for grant in the incentive plan is November 28, 2019, and the listing date is December 25, 2019. Therefore, the two-year sales restriction period of the restricted shares reserved for grant has expired and has entered the first release period.
2. Description of the achievement of the conditions for lifting the restrictions in the first period
According to the incentive plan, the restricted shares granted to the incentive object can be lifted only when the following conditions are met:
(1) The company is not under any of the following circumstances:
① The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
② The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
Description of condition achievement: the company does not meet the conditions for lifting the sales restriction under any of the above circumstances.
(2) The incentive object does not have any of the following situations:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ 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;
④ Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
⑤ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
Description of condition achievement: the incentive object does not meet the above conditions and meets the conditions for lifting the sales restriction.
(3) Company performance assessment requirements
Performance assessment objectives during the lifting of sales restrictions
The first cancellation (1) the weighted average return on net assets of the financial year before the unlocking date is ≥ 4.1%,
Sales restriction period (2) the compound annual growth rate of net profit in the financial year before the unlocking date is ≥ 13% compared with that in 2017; (3) The proportion of main business income in the financial year before the unlocking date is ≥ 93%.
Performance assessment objectives during the lifting of sales restrictions
And the above indicators are ≥ the average level of benchmarking enterprises, and ≥ the 75th percentile of benchmarking enterprises;
Note: 1. The financial indicators in the above table are subject to the audited and announced financial report of the company in the current year; 2. The above indicators of “net profit” and “weighted average return on net assets” are based on the net profit and net assets attributable to the shareholders of the listed company, and are based on the profit after amortization of incentive costs; 3. During the validity period of equity incentive, if the company conducts public or non-public offering in this year and in the future, which will affect the net assets, the newly added
