Securities code: Zhejiang Talent Television & Film Co.Ltd(300426) securities abbreviation: Zhejiang Talent Television & Film Co.Ltd(300426) Announcement No.: 2022019 Zhejiang Talent Television & Film Co.Ltd(300426)
Announcement on repurchase and cancellation of some 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. The number of restricted shares in the first phase to be repurchased and cancelled this time is 3684300 shares, and the repurchase price is 3.41 yuan / share.
2. The number of restricted shares in the second phase to be repurchased and cancelled this time is 2082600 shares, and the repurchase price is 3.48 yuan / share.
3. After the cancellation of this repurchase, the total share capital of the company will be reduced from 414771500 shares to 409004600 shares.
Zhejiang Talent Television & Film Co.Ltd(300426) (hereinafter referred to as “the company”) deliberated and adopted the proposal on repurchase and cancellation of some restricted shares at the 24th Meeting of the 4th board of directors held on March 2, 2022. The relevant matters are explained as follows:
1、 Brief introduction to the implementation of this incentive plan
(I) the first restricted stock incentive plan in 2019 (hereinafter referred to as “the first incentive plan”) 1. On January 30, 2019, the company held the 21st Meeting of the third board of directors and the 18th meeting of the third board of supervisors, and held the second extraordinary general meeting of shareholders in 2019 on February 15, 2019, The Zhejiang Talent Television & Film Co.Ltd(300426) 2019 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”) and related proposals were reviewed and approved respectively. The company plans to grant no more than 18500000 shares to 49 incentive objects, accounting for 4.63% of the total share capital of the company at the time of the announcement of the incentive plan (Draft), of which, The number of rights and interests granted for the first time shall not exceed 14800000 shares, accounting for 80.00% of the maximum of 18500000 shares to be granted under the incentive plan, about 20% of the maximum of 18500000 shares to be granted under the incentive plan, and about 0.93% of the total share capital of the company at the time of announcement of the incentive plan (Draft).
2. On March 6, 2019, the company held the 22nd Meeting of the third board of directors and the 18th meeting of the third board of supervisors, and respectively deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time by the 2019 restricted stock incentive plan The proposal on granting restricted shares to some incentive objects for the first time in the company’s 2019 restricted stock incentive plan, because two incentive objects involved in the incentive plan voluntarily give up all the restricted shares to be granted by the company for personal reasons, and four incentive objects voluntarily give up part of the restricted shares to be granted by the company for personal reasons, A total of 967000 shares were abandoned. The company adjusted the list of some incentive objects and the number of shares granted for the first time. After the adjustment, the number of restricted shares to be granted under the incentive plan was adjusted from no more than 18500000 shares to 17291300 shares, of which the number of restricted shares granted for the first time was adjusted from no more than 14800000 shares to 13833000 shares, The reserved rights and interests are adjusted from no more than 3700000 shares to 3458300 shares (13833000 / 80% 20%). The number of incentive objects granted by the company for the first time is adjusted from 49 to 47; It is determined to grant 13833000 restricted shares to 47 incentive objects granted for the first time on March 6, 2019.
3. On March 22, 2019, the company completed the registration of the first grant of the incentive plan. The listing date of the restricted shares granted was March 22, 2019, and the grant price was 3.41 yuan / share, The subscription funds for granted shares have been verified by the Zhejiang Talent Television & Film Co.Ltd(300426) capital verification report (rhyz [2019] No. 33050001) issued by Ruihua Certified Public Accountants (special general partnership) on March 7, 2019. The company has received a total of 4717053000 yuan of restricted stock subscription paid by 47 incentive objects in monetary funds, which is included in the share capital of 1383300000 yuan, Included in capital reserve (capital stock premium): 3333753000 yuan. After this change, the registered capital of the company changed to 41383300000 yuan.
4. On September 20, 2019, the company held the 31st meeting of the third board of directors and the 26th meeting of the third board of supervisors, and held the 8th extraordinary general meeting of shareholders in 2019 on October 9, 2019. The proposal on the repurchase and cancellation of some restricted shares under the company’s phase I restricted stock incentive plan in 2019 was deliberated and adopted respectively, In view of the resignation of some incentive objects of the original company for personal reasons, according to the relevant provisions of the incentive plan (Draft), these incentive objects are no longer qualified for incentive. The board of directors of the company agreed to repurchase and cancel 1856000 restricted shares held by the above incentive objects that have been granted but have not been lifted, and the repurchase price is 3.41 yuan / share.
5. On February 21, 2020, the company completed the payment of repurchase price to the above incentive objects, and the registered capital of the company was verified by Zhonghui Certified Public Accountants (special general partnership) and issued the capital verification report of Zhonghui Keyan [2020] No. 0168. The company has completed the repurchase and cancellation registration procedures of the above restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. After the cancellation of the repurchase, the total share capital of the company was reduced from 420775000 shares to 418919000 shares.
6. On November 20, 2020, the company held the second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors respectively, deliberated and adopted the proposal on the repurchase and cancellation of some restricted shares under the company’s phase I restricted stock incentive plan in 2019. In view of the fact that the six 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, a total of 792000 restricted shares granted but not lifted shall be repurchased and cancelled; In addition, if the company’s performance in 2019 fails to meet the relevant conditions for the lifting of restrictions in the first lifting period specified in the incentive plan, a total of 3355500 restricted shares corresponding to the first lifting period of the remaining 35 incentive objects shall be repurchased and cancelled. According to the relevant provisions of the incentive plan (Draft), The company decided to buy back and cancel a total of 4147500 restricted shares granted to the above 41 incentive objects but not lifted, with a repurchase price of 3.41 yuan / share.
Part of the restricted shares cancelled in this repurchase have been verified by Asia Pacific (Group) Certified Public Accountants (special general partnership) and issued the capital verification report (Ya Hui Yan Zi (2021) No. 0161012). As of July 1, 2021, the registered capital after change is RMB 41477150000 and the paid in capital (share capital) is RMB 41477150000. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the cancellation of the restricted stock repurchase was completed on August 11, 2021. After the cancellation of the repurchase, the total share capital of the company was changed from 418919000 shares to 414771500 shares. 7. On March 2, 2022, the company held the 24th Meeting of the 4th board of directors and the 25th meeting of the 4th board of supervisors respectively, and deliberated and adopted 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, a total of 575400 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 lifting of restrictions in the second lifting period specified in the first incentive plan, a total of 3108900 restricted shares corresponding to the second lifting period of the remaining 31 incentive objects shall be repurchased and cancelled. According to the relevant provisions of the 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 response to the above matters, the independent directors of the company expressed independent opinions on this, and the lawyer issued corresponding legal opinions.
(II) 2019 phase II restricted stock incentive plan (hereinafter referred to as “phase II incentive plan”) 1. On September 20, 2019, the company held the 31st meeting of the third board of directors, which deliberated and adopted Zhejiang Talent Television & Film Co.Ltd(300426) 2019 phase II restricted stock incentive plan (Draft) and its summary Administrative measures for the assessment of the implementation of the second phase of restricted stock incentive plan in Zhejiang Talent Television & Film Co.Ltd(300426) 2019 Proposal on requesting the general meeting of shareholders to authorize the board of directors and other authorized persons to fully handle matters related to the second phase of the company’s restricted stock incentive plan in 2019 and proposal on granting restricted shares to Mr. Gu Yuanfeng, director, joint general manager and Secretary of the board of directors. The independent directors expressed their independent opinions on the second phase of restricted stock incentive plan in 2019 (Draft).
2. On September 20, 2019, the company held the 26th meeting of the third board of supervisors, deliberated and adopted the Zhejiang Talent Television & Film Co.Ltd(300426) 2019 phase II restricted stock incentive plan (Draft) and its summary, and the measures for the implementation and assessment of Zhejiang Talent Television & Film Co.Ltd(300426) 2019 phase II restricted stock incentive plan Proposal on verifying the list of incentive objects in Zhejiang Talent Television & Film Co.Ltd(300426) 2019 phase II restricted stock incentive plan (Draft), and proposal on granting restricted shares to Mr. Gu Yuanfeng, director, joint general manager and Secretary of the board of directors.
3. On October 9, 2019, the company held the 8th extraordinary general meeting of shareholders in 2019, deliberated and approved the Zhejiang Talent Television & Film Co.Ltd(300426) 2019 phase II restricted stock incentive plan (Draft) and its summary, and the measures for the implementation and assessment management of Zhejiang Talent Television & Film Co.Ltd(300426) 2019 phase II restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors and other authorized persons to fully handle matters related to the second phase of the company’s restricted stock incentive plan in 2019 and proposal on granting restricted shares to Mr. Gu Yuanfeng, director, joint general manager and Secretary of the board of directors, It also announced the self inspection report on the insider information of the company’s phase II restricted stock incentive plan in 2019 and the trading of the company’s shares by the granted incentive objects.
4. On November 22, 2019, the company held the 33rd meeting of the third board of directors and the 28th meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of awards of the second phase of 2019 restricted stock incentive plan and the proposal on Issuing restricted shares to the company in the second phase of 2019
According to the proposal on granting restricted shares to incentive objects in the incentive plan, it is agreed that the company will grant 6.942 million restricted shares to 6 eligible incentive objects on November 22, 2019. The independent directors of the company expressed their independent opinions on the adjustment and grant of the incentive plan.
5. On December 6, 2019, the company completed the grant registration of the incentive plan. The listing date of the restricted shares granted was December 6, 2019, and the grant price was 3.48 yuan / share, The share subscription funds granted have been verified by the Zhejiang Talent Television & Film Co.Ltd(300426) capital verification report (rhyz [2019] No. 33050004) issued by Ruihua Certified Public Accountants (special general partnership) on November 29, 2019. The company has received a total of 2415816000 yuan of restricted stock subscription paid by six incentive objects in monetary funds, which is included in the share capital of 694200000 yuan, Included in capital reserve (capital stock premium): 1721616000 yuan. After this change, the registered capital of the company changed to 42077500000 yuan.
6. On March 2, 2022, the company held the 24th Meeting of the 4th board of directors and the 25th meeting of the 4th board of supervisors respectively, and deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. In view of the fact that the company’s performance in 2020 did not meet the relevant conditions for the release of restrictions in the first release period specified in the second phase incentive plan, according to the relevant provisions of the second phase incentive plan for restricted shares in 2019 (Draft), the Company repurchased and cancelled 2082600 shares of restricted shares corresponding to the above release period at a repurchase price of 3.48 yuan / share.
In response to the above matters, the independent directors of the company expressed independent opinions on this, and the lawyer issued corresponding legal opinions.
2、 Reasons for cancellation of some restricted shares in this repurchase
(I) phase I incentive plan
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, a total of 575400 restricted shares granted but not lifted shall be repurchased and cancelled, and at the same time, according to the Asia Pacific (Group) accountant
