Securities code: Zhejiang Talent Television & Film Co.Ltd(300426) securities abbreviation: Zhejiang Talent Television & Film Co.Ltd(300426) Announcement No.: 2022021 Zhejiang Talent Television & Film Co.Ltd(300426)
Announcement on the resolution of the 24th Meeting of the 4th board of directors
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.
Zhejiang Talent Television & Film Co.Ltd(300426) (hereinafter referred to as "the company") the 24th Meeting of the 4th board of directors was held by means of communication voting. The meeting notice and meeting materials were sent to all directors and supervisors by e-mail on March 1, 2022. The voting deadline for this meeting is 19:00 on March 2, 2022. There are 11 directors who should attend the meeting and 11 actually attended the meeting. The meeting was held in accordance with laws, administrative regulations, departmental rules and the provisions of Zhejiang Talent Television & Film Co.Ltd(300426) articles of association, and was legal and effective.
1、 Deliberated and passed the proposal on repurchase and cancellation of some restricted shares
In view of the fact that the four incentive objects involved in the first phase of 2019 restricted stock incentive plan implemented by the company have resigned for personal reasons and are no longer eligible for incentive, all the restricted shares granted but not lifted shall be repurchased and cancelled; In addition, if the company's performance in 2020 fails to meet the relevant conditions for the release of restrictions in the second release period specified in the first restricted stock incentive plan in 2019, the restricted shares corresponding to the second release period of the remaining 31 incentive objects shall be repurchased and cancelled. According to the relevant provisions of Zhejiang Talent Television & Film Co.Ltd(300426) 2019 restricted stock incentive plan (Draft), The company decided to repurchase and cancel the 3684300 restricted shares granted to the above 35 incentive objects but not lifted, with a repurchase price of 3.41 yuan / share.
In view of the fact that the company's performance in 2020 did not meet the conditions for lifting the restrictions in the first lifting period stipulated in the second phase of 2019 restricted stock incentive plan, according to the relevant provisions of Zhejiang Talent Television & Film Co.Ltd(300426) 2019 second phase of restricted stock incentive plan (Draft), The company decided to repurchase and cancel 2082600 restricted shares corresponding to the first release period of the six incentive objects of the second phase of the restricted stock incentive plan in 2019, with a repurchase price of 3.48 yuan / share.
The above proposed repurchase and cancellation of restricted shares will reduce the total number of shares of the company by 5766900 shares, and the total share capital of the company will be changed from 414771500 shares to 409004600 shares.
For details, please refer to cninfo.com.cn published by the company on the same day And the announcement on repurchase and cancellation of some restricted shares (Announcement No.: 2022019) on the information disclosure website designated by the China Securities Regulatory Commission on the gem.
The independent directors of the company expressed their independent opinions on the matter.
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
Mr. Gu Yuanfeng and Mr. Jing Xufeng, affiliated directors, are the incentive objects involved in the above incentive plan and avoid voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting, and the related shareholders shall withdraw from voting.
2、 The proposal on convening the second extraordinary general meeting of the company in 2022 was deliberated and adopted. For details, please refer to the company's website www.cn.info.com.cn on the same day And the notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022020) on the information disclosure website designated by the China Securities Regulatory Commission on the gem.
Voting results: 11 in favor, 0 against and 0 abstention, which was adopted.
It is hereby announced.
Zhejiang Talent Television & Film Co.Ltd(300426) board of directors
March 3, 2022
