Dezhan Health (000813): Announcement

Stock Code: 000813 stock abbreviation: Dezhan health Announcement No.: 2020-051

Announcement of Dezhan dahealth Co., Ltd. on adjusting the list and number of incentive objects granted by the company's first equity incentive plan in 2020

Dezhan dahealth Co., Ltd. (hereinafter referred to as "the company" and "Dezhan health") held the 26th meeting of the 7th board of directors and the 23rd Meeting of the 7th board of supervisors on September 24, 2020, deliberated and passed the proposal on adjusting the list and number of incentive objects granted in the first phase of the company's equity incentive plan in 2020. The details of relevant matters are as follows:

I. relevant approval procedures of the incentive plan

(1) on August 4, 2020, the 23rd Meeting of the seventh board of directors and the 20th meeting of the seventh board of supervisors deliberated and passed the proposal on the first phase of equity incentive plan (Draft) and its summary (hereinafter referred to as "the incentive plan") and other relevant bills, and the 23rd Meeting of the seventh board of directors of the company deliberated and passed the above proposals. The independent directors of the company expressed their independent opinions.

(2) from August 4, 2020 to August 13, 2020, the names and positions of the incentive objects granted by the company to the phase I equity incentive plan (Draft) were publicized on www.cninfo.com.cn, OA system of Intranet and internal bulletin board of the company. During the period of publicity, the company has not received any objection to the proposed incentive objects of the company. On August 15, 2020, the company disclosed the announcement of the board of supervisors on the examination and announcement of the incentive list of the first phase equity incentive plan.

(3) on August 20, 2020, the third extraordinary general meeting of shareholders in 2020 deliberated and passed the proposal on the first phase of equity incentive plan (Draft) and its abstract, the proposal on formulating the management measures for the implementation of the first phase of equity incentive plan of the company, and about requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the first phase of the company's equity incentive plan The motion of the people's Republic of China. The implementation of the first phase of the equity incentive plan of the company has been approved, and the board of directors is authorized to determine the grant date, grant restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant.

(4) on September 1, 2020, the 25th meeting of the 7th board of directors and the 22nd Meeting of the 7th board of supervisors deliberated and passed the proposal on granting restricted shares to incentive objects. The independent directors of the company expressed their independent opinions, and the board of supervisors verified the list of incentive objects granted with restricted shares.

(V) on September 24, 2020, the 26th meeting of the 7th board of directors and the 23rd Meeting of the 7th board of supervisors deliberated and passed the proposal on adjusting the list and number of incentive objects granted by the company's first equity incentive plan in 2020. The independent directors of the company expressed their independent opinions, and the board of supervisors verified the adjustment of the list of incentive objects and the number of granted restricted shares.

2. Explanation on the adjustment of incentive objects and granted quantity

The proposal on the first phase of equity incentive plan (Draft) and its abstract of Dezhan dahealth Co., Ltd. in 2020 has been deliberated and passed by the third extraordinary general meeting of shareholders in 2020. In view of the fact that one of the incentive objects voluntarily gives up the subscription of the restricted shares to be granted by the company due to personal reasons, the board of directors of the company adjusts the list of incentive objects to be granted and the amount to be granted according to the authorization of the third extraordinary general meeting of shareholders in 2020.

After the adjustment, the number of incentive objects to be granted in the first phase of the company's equity incentive plan in 2020 is adjusted from 16 to 15, and the number of restricted shares to be granted is adjusted from 23612228 to 21612228. In addition to the above adjustment, there is no difference between the rights and interests granted by the company to the incentive objects and the equity incentive related proposals approved by the third extraordinary general meeting of shareholders in 2020.

The adjusted list of incentive objects and the distribution of rights and interests to be granted are as follows:

Note: if there is any difference in the mantissa between the sum of part of the total and the sum of the detailed figures in the table above, it is due to the rounding of the above percentage results

The content of this adjustment is within the scope of authorization given to the board of directors by the third extraordinary general meeting of shareholders in 2020, and does not need to be submitted to the general meeting of shareholders for deliberation.

III. impact of the adjustment on the company

This adjustment will not have a substantial impact on the company's financial status and operating results.

IV. independent opinions of independent directors

The independent directors carefully deliberated on the proposal to adjust the list of incentive objects and the number of awards granted in the company's equity incentive plan, and expressed their independent opinions as follows:

The company's adjustment of the list of incentive objects and the number of awards granted in the first phase of 2020 equity incentive plan has been authorized by the third interim general meeting of shareholders in 2020. The resolution made by the company is legal and effective, which is conducive to the sustainable development of the company. There is no damage to the interests of the company and all shareholders. It is in line with the administrative measures for equity incentive of listed companies and other laws and regulations As well as the relevant provisions in the first phase of equity incentive plan (Draft) (hereinafter referred to as "incentive plan" and "this incentive plan"), and performed the necessary approval procedures. After the adjustment, the restricted stock incentive objects are not prohibited from being granted restricted stocks, and the subject qualification of incentive objects is legal and effective. To sum up, we agree that the number of incentive objects to be granted by the company's first phase equity incentive plan in 2020 will be adjusted from 16 to 15, and the number of restricted shares to be granted will be adjusted from 23612228 to 21612228.

V. opinions of the board of supervisors on verification

The board of supervisors of the company verified the proposal on adjusting the list of incentive objects and the number of awards granted in the company's equity incentive plan

The adjustment of the list of incentive objects granted by the company's first phase equity incentive plan in 2020 and the adjustment of the granted number conform to the provisions of relevant laws and regulations such as the administrative measures and the first phase of 2020 equity incentive plan (hereinafter referred to as the "incentive plan"), and there is no damage to the interests of the company's shareholders; the adjusted incentive objects conform to the management measures and the public The main qualification of the incentive object stipulated in the company's incentive plan is legal and effective. In conclusion, the board of supervisors agrees that the number of incentive objects to be granted in the first phase of the company's equity incentive plan in 2020 will be adjusted from 16 to 15, and the number of restricted shares to be granted will be adjusted from 23612228 to 21612228.

6. Concluding comments of legal opinions

Tianyang (Beijing) law firm believes that as of the date of issuance of this legal opinion, the company has obtained necessary approval and authorization for the adjustment of the list of incentive objects and the number of grants, which conforms to the relevant provisions of the administrative measures for equity incentive, the articles of association and the incentive plan (Draft); the company's adjustment of the list of incentive objects and the number of grants is in line with《 Equity incentive management measures and incentive plan (Draft).

VII. Concluding comments of the independent financial consultant's Report

In view of the difference between the equity incentive arrangement issued by Hongyuan company and the limited equity incentive plan granted by the company as of the date of the listing, the consultant held that there were differences between the limited liability arrangement of the company and the limited equity incentive arrangement of the company It is in accordance with the provisions of laws, regulations and normative documents such as the administrative measures for equity incentive of listed companies of listed companies, No. 9 guidelines for business management of listed companies of Shenzhen Stock Exchange - equity incentive.

8、 Documents for reference

1. Resolutions of the 26th meeting of the 7th board of directors of the company;

2. Resolutions of the 23rd Meeting of the 7th board of supervisors of the company;

Opinions on the number of independent directors granted in the first phase of 2020 and the number of independent incentive plans granted by the company in the first three years;

4. The verification opinions of the board of supervisors on the adjustment of the list of incentive objects and the number of awards granted in the first phase of the company's equity incentive plan in 2020;

5. The list of incentive objects of the first equity incentive plan of the company (after adjustment);

Opinions on the equity incentive plan of Hongde Securities Co., Ltd;

7. The legal opinion of Tianyang (Beijing) law firm on the adjustment of the list of incentive objects and the number of awards granted under the first phase equity incentive plan of Dezhan dahealth Co., Ltd.

Board of directors of Dezhan dahealth Co., Ltd

September 24, 2020

Stock Code: 000813 stock abbreviation: Dezhan health Announcement No.: 2020-050

Dezhan dahealth Co., Ltd

Announcement of the 7th Meeting of the 23rd board of supervisors

The notice of the 23rd Meeting of the 7th board of supervisors of Dezhan dahealth Co., Ltd. (hereinafter referred to as "the company") was sent to all attending supervisors on September 18, 2020, and the company held the meeting by means of communication on September 24, 2020. There are 5 supervisors who should attend the meeting and 5 actually attend the meeting. The board of supervisors complies with the company law and the articles of association. The meeting considered and adopted the following resolutions:

I. proposal on adjusting the list and number of incentive objects granted by the company's first equity incentive plan in 2020

The adjustment of the list of incentive objects granted by the company's first phase equity incentive plan in 2020 and the adjustment of the granted number conform to the provisions of relevant laws and regulations such as the administrative measures and the first phase of 2020 equity incentive plan (hereinafter referred to as the "incentive plan"), and there is no damage to the interests of the company's shareholders; the adjusted incentive objects conform to the management measures and the public The main qualification of the incentive object stipulated in the company's incentive plan is legal and effective. In conclusion, the board of supervisors agrees that the number of incentive objects to be granted in the first phase of the company's equity incentive plan in 2020 will be adjusted from 16 to 15, and the number of restricted shares to be granted will be adjusted from 23612228 to 21612228.

Results: no votes were cast against the voting;

The motion was deliberated and passed.

Board of supervisors of dezhanda health Co., Ltd

September 24, 2020

Stock Code: 000813 stock abbreviation: Dezhan health Announcement No.: 2020-049

Dezhan dahealth Co., Ltd

Announcement on resolutions of the 26th meeting of the 7th board of directors

The notice of the 26th meeting of the 7th board of directors of Dezhan dahealth Co., Ltd. (hereinafter referred to as "the company") was sent to all participating directors on September 18, 2020; the company held the meeting by means of communication on September 24, 2020. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting. The board of directors complies with the provisions of the company law and the articles of association. The meeting considered and adopted the following resolutions:

I. proposal on adjusting the list and number of incentive objects granted by the company's first equity incentive plan in 2020

In view of the fact that one of the incentive objects voluntarily gives up the subscription of the restricted shares to be granted by the company due to personal reasons, the board of directors of the company adjusts the list of incentive objects to be granted and the number to be granted according to the authorization of the third extraordinary general meeting of shareholders in 2020.

After the adjustment, the number of incentive objects to be granted in the first phase of the company's equity incentive plan in 2020 is adjusted from 16 to 15, and the number of restricted shares to be granted is adjusted from 23612228 to 21612228. In addition to the above adjustment, there is no difference between the rights and interests granted by the company to the incentive objects and the equity incentive related proposals approved by the third extraordinary general meeting of shareholders in 2020.

The independent directors of the company expressed their independent opinions on the proposal.

Voting results: there were 7 affirmative votes, 0 negative votes and 0 abstention votes. The directors Liu Wei and Du Yesong were the incentive objects of the incentive plan, and they were related directors, and they had avoided voting.

The motion was deliberated and passed.

For details, please refer to the announcement on adjusting the list and number of incentive objects granted under the first phase equity incentive plan of the company in 2020 disclosed in securities times, Shanghai Securities News, China Securities Journal, securities daily and www.cninfo.com.cn on the same day.

Board of directors of Dezhan dahealth Co., Ltd

September 24, 2020