Securities code: 300148 securities abbreviation: Tangel Culture Co.Ltd(300148) No.: 2022-004 Tangel Culture Co.Ltd(300148)
Announcement on the completion of repurchase and cancellation of class I restricted shares
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.
Special tips:
1. Tangel Culture Co.Ltd(300148) (hereinafter referred to as “the company”) terminated the implementation of the restricted stock incentive plan in 2021. At the same time, it repurchased and cancelled 9000000 class I restricted shares granted to 84 incentive objects but not lifted, accounting for about 1.07% of the total share capital of the company before repurchase and cancellation. The repurchase price is 1.74 yuan / share, The repurchase amount is 15660000 yuan plus deposit interest, totaling 15822146.25 yuan.
2. As of the date of this announcement, the company has completed the repurchase and cancellation procedures of the above restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. After the cancellation of this repurchase, the total share capital of the company was reduced from 844339343 shares to 835339343 shares.
The company held the 52nd meeting of the third board of directors and the 32nd meeting of the third board of supervisors on December 15, 2021. The second extraordinary general meeting of shareholders held on December 30, 2021 deliberated and adopted the proposal on terminating the implementation of the 2021 restricted stock incentive plan and repurchase and injection of class I restricted shares, Agree to terminate the 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), repurchase and cancel 9000000 restricted shares granted to 84 incentive objects but not lifted. For details, please refer to cninfo.com, the information disclosure website designated by the CSRC on December 15, 2021（ http://www.cn.info.com.cn. ）Announcement on terminating the implementation of the 2021 restricted stock incentive plan and repurchase and cancellation of class I restricted shares (Announcement No.: 2021-059).
The company has completed the repurchase and cancellation of the above restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. recently. The specific situation is hereby announced as follows: I. the decision-making procedures and approval of the incentive plan have been fulfilled
1、 The company held the 47th meeting of the third board of directors on April 22, 2021, deliberated and adopted the proposal on and its summary, and the proposal on Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company have issued independent opinions on the relevant situation of the incentive plan, the lawyer has issued a legal opinion, and the financial consultant has issued an independent financial consultant report.
On the same day, The company held the 28th meeting of the third session of the board of supervisors, deliberated and approved the proposal on and its summary, the proposal on < Tangel Culture Co.Ltd(300148) 2021 restricted stock incentive plan implementation assessment management measures, and the proposal on verifying the company's list of incentive objects granted for the first time in 2021 restricted stock incentive plan, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From April 24, 2021 to May 5, 2021, the company published the list of incentive objects first granted by the restricted stock incentive plan in 2021 through cninfo.com and the company’s website. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection. On May 10, 2021, the company issued the announcement and verification opinions of the board of supervisors on the list of incentive objects of the company’s 2021 restricted stock incentive plan. The board of supervisors of the company believed that the incentive objects listed in the 2021 restricted stock incentive plan met the conditions specified in relevant laws, regulations and normative documents, The subject qualification as the incentive object of the incentive plan is legal and effective.
3. The company held the 2020 annual general meeting of shareholders on May 18, 2021, The proposal on and its summary, the proposal on < Tangel Culture Co.Ltd(300148) 2021 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and adopted by special resolutions. On the same day, the board of directors of the company issued the self inspection report on the trading of the company's shares by insiders and incentive objects of the restricted stock incentive plan in 2021. According to the self inspection, the relevant insiders did not have insider trading within 6 months before the public disclosure of the company's restricted stock incentive plan in 2021.
4. On May 21, 2021, the company held the 48th meeting of the third board of directors and the 29th meeting of the third board of supervisors, and deliberated and adopted the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021 for the first time. The independent directors of the company expressed independent opinions on this and believed that the subject qualification of the incentive objects was legal and effective, The first grant date determined complies with relevant regulations. The board of supervisors verified the list of incentive objects granted restricted shares this time. The lawyer issued a legal opinion and the financial consultant issued an independent financial consultant report.
5. On June 24, 2021 and June 29, 2021, the company issued the announcement on the completion of the registration of the grant of some class I restricted shares for the first time granted by the restricted stock incentive plan in 2021 (additional shares) and the announcement on the completion of the registration of the grant of some class I restricted shares for the first time granted by the restricted stock incentive plan in 2021 (share repurchase), The company has granted 9000000 class I restricted shares to 84 incentive objects for the first time. Among them, 5208703 shares granted to 80 incentive objects are the company’s A-share common shares repurchased from the secondary market; The 3791297 shares granted to the five incentive objects are the A-share common shares of the company issued to the incentive objects.
6. On December 15, 2021, the company held the 52nd meeting of the third board of directors and the 32nd meeting of the third board of supervisors, deliberated and adopted the proposal on terminating the implementation of the 2021 restricted stock incentive plan and repurchase and cancellation of class I restricted stocks. The independent directors of the company expressed their independent opinions.
7. The second extraordinary general meeting of shareholders in 2021 held by the company on December 31, 2021 deliberated and approved the proposal on terminating the implementation of the 2021 restricted stock incentive plan and repurchase and cancellation of class I restricted shares, and agreed to terminate the 2021 restricted stock incentive plan, Repurchase and cancel 9000000 class I restricted shares granted to 84 incentive objects but not lifted.
2、 Basic information of this restricted stock repurchase and cancellation
(I) reasons for terminating the implementation of the equity incentive plan and repurchase and cancellation of restricted shares
Because the internal and external environment faced by the company’s operation has changed greatly compared with the formulation of equity incentive plan, there is a deviation between the expected operation of the company and the setting of assessment indicators of incentive scheme. The board of directors plans to adjust the company’s strategy and continue to implement the equity incentive plan, which will be difficult to achieve the expected incentive purpose and effect. In order to protect the legitimate rights and interests of investors and comprehensively consider the recent market environment factors and the company’s future development strategic plan, the board of directors of the company decided to terminate the implementation of the restricted stock incentive plan in 2021 after careful consideration. At the same time, 9000000 class I restricted shares that have been granted but have not been lifted will be repurchased and cancelled, and 36000000 class II restricted shares that have been granted but have not been vested will be cancelled. The supporting restricted stock incentive plan in 2021, measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021 and other relevant documents will be terminated.
(II) repurchase price and source of funds for repurchase and cancellation of restricted shares
This repurchase and cancellation of 9000000 class I restricted shares granted to 84 incentive objects but not yet lifted, accounting for 1.07% of the total share capital of the company before repurchase and cancellation.
On May 21, 2021, the company granted the first class of restricted shares to the incentive object for the first time at the price of 1.74 yuan / share. According to the incentive plan for restricted shares in 2021, the price of the first class of restricted shares repurchased this time is 1.74 yuan / share, the repurchase amount is 156600000 yuan, and the sum of deposit interest is 15822146.25 yuan.
The funds that the company intends to use to pay for the repurchase of class I restricted shares this time are its own funds.
(III) completion of this repurchase cancellation
Zhongshenhua Certified Public Accountants (special general partnership) verified the cancellation of restricted stock repurchase and issued the capital verification report of “CAC Zheng Yan Zi [2022] No. 0007”. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the repurchase and cancellation of restricted shares of the company has been completed, and the total share capital of the company has been reduced from 844339343 shares to 835339343 shares.
3、 Statement of changes in share capital structure after the completion of this repurchase and cancellation
Unit: shares
Before and after this change
Number of shares proportion of shares
1、 Restricted shares 68858621 8.16% – 9000000 59858621 7.17%
Equity incentive restricted shares 9000000 1.07% – 9000000 0%
2、 Restricted shares 775480722 91.84% 0 775480722 92.83%
3、 Total shares 844339343 100.00% – 9000000 835339343 100.00%
Note: the final data shall be subject to the company’s share structure table issued by Shenzhen Branch of China Securities Depository and Clearing Corporation after the completion of repurchase cancellation.
4、 Impact of this repurchase cancellation on the company
The termination of this equity incentive plan will not damage the interests of the company and all shareholders or violate the mandatory provisions of relevant laws and regulations, and will not have a significant impact on the company’s operating performance, nor will it affect the diligence of the company’s management and core backbone. According to Article 52 of the measures for the administration of equity incentive of listed companies, “if the shareholders’ meeting or the board of directors of a listed company deliberates and approves the resolution to terminate the implementation of the equity incentive plan, or the shareholders’ meeting deliberates and fails to approve the equity incentive plan, the listed company shall not reconsider the equity incentive plan within 3 months from the date of announcement of the resolution.” Provisions of. The company promises not to review the equity incentive plan within 3 months from the date of the announcement of the resolution of the general meeting of shareholders to terminate the implementation of the 2021 equity incentive plan.
It is hereby announced.
Board of directors February 23, 2002
