Beijing Thunisoft Co.Ltd(300271) beijing Tsinghua Corporation Limited
Securities code: Beijing Thunisoft Co.Ltd(300271) securities abbreviation: Beijing Thunisoft Co.Ltd(300271) Announcement No.: 2022035
Beijing Thunisoft Co.Ltd(300271)
With regard to the announcement of cancelling some stock options granted in the 2018 stock option incentive plan, the company and all members of its board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions. Special tips:
Beijing Thunisoft Co.Ltd(300271) (hereinafter referred to as “the company” or ” Beijing Thunisoft Co.Ltd(300271) “) the 27th meeting of the seventh board of directors held on April 14, 2022 deliberated and approved the proposal on canceling some stock options granted in the 2018 stock option incentive plan. Because the performance assessment of the company in 2021 failed to meet the standard, The board of directors agreed to cancel the 6813540 stock options granted but not exercised in the third exercise period (hereinafter referred to as “this cancellation”).
The relevant information is hereby announced as follows:
1、 Brief introduction of stock option incentive plan of the company
On December 4, 2018, the company held the 36th meeting of the 6th board of directors and the 30th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan (Draft) and its summary and related matters, and the independent directors of the company expressed clear consent to the relevant matters.
On December 14, 2018, the board of supervisors of the company issued the statement on the review and publicity of the incentive list of the 2018 stock option incentive plan, and believed that the personnel listed in the list of incentive objects of the company’s equity incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents as well as the articles of association, It also meets the incentive object conditions specified in the measures for the administration of equity incentive of listed companies, and meets the incentive object conditions specified in 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan (Draft) (hereinafter referred to as “2018 stock option incentive plan (Draft)”, and its subject qualification as the incentive object of this equity incentive plan is legal and effective.
On December 20, 2018, the company held the second extraordinary general meeting of shareholders in 2018, deliberated and approved the proposal on Beijing Thunisoft Co.Ltd(300271) 2018 stock option incentive plan (Draft) and its summary and related matters, and authorized the board of directors to handle matters related to the stock option incentive plan.
On December 20, 2018, the company held the 38th meeting of the sixth board of directors, deliberated and approved the proposal on the granting of the company’s 2018 stock option incentive plan, and the independent directors of the company expressed clear consent to relevant matters. On the same day, the company held the 32nd meeting of the 6th board of supervisors, deliberated and approved the proposal on the granting of the company’s 2018 stock option incentive plan, issued the verification opinions of the board of supervisors on the list of incentive objects on the granting date of the 2018 stock option incentive plan, and agreed to grant 26.497 million stock options to 1380 incentive objects on December 20, 2018.
Beijing Thunisoft Co.Ltd(300271)
BEIJING THUNISOFT CORPORATION LIMITED
On January 18, 2019, the company issued the announcement on the completion of stock option grant of the company’s 2018 stock option incentive plan. The actual grant objects of the company’s stock option incentive plan were 1376, the actual grant quantity was 264808 million, and the exercise price was 14.90 yuan / share.
On June 12, 2019, the 44th meeting of the sixth board of directors and the 36th meeting of the sixth board of supervisors considered and approved the proposal on adjusting the exercise price of 2018 stock option incentive plan and the repurchase price of 2016 restricted stock incentive plan, and agreed to adjust the exercise price of options in accordance with the provisions of 2018 stock option incentive plan (Draft), As well as the implementation of the company’s profit distribution plan in 2018, the exercise price of the company’s 2018 stock option incentive plan was adjusted from 14.90 yuan / share to 14.84 yuan / share.
On April 8, 2020, the 7th Meeting of the 7th board of directors and the 6th meeting of the 7th board of supervisors of the company deliberated and approved the proposal on the feasibility of the first exercise period of the 2018 stock option incentive plan and the proposal on canceling some stock options granted in the 2018 stock option incentive plan. According to the relevant provisions of the administrative measures for the evaluation of 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan and the 2018 stock option incentive plan (Draft), the board of directors and the board of supervisors believe that 1156 incentive objects have met the performance evaluation conditions, and agree that the above 1156 incentive objects have been granted a total of 7183920 stock options in the first exercise period, and the exercise mode is independent exercise. Due to the impact of the external environment, the company is unable to complete the assessment of the rest of the incentive objects for the time being. After the assessment results are determined, the company will separately perform relevant review procedures for the exercise of stock options of this part of the incentive objects. The board of directors and the board of supervisors agreed to cancel the 1719000 stock options granted but not exercised by the 108 incentive objects who left the company; The board of directors and the board of supervisors agreed to cancel 15600 stock options granted but not exercised in the first exercise period for the five incentive objects whose personal performance did not meet the standard.
On May 19, 2020, the 9th meeting of the 7th board of directors and the 8th meeting of the 7th board of supervisors considered and approved the proposal on adjusting the exercise price of 2018 stock option incentive plan and the repurchase price of 2016 restricted stock incentive plan, and agreed to adjust the exercise price of options in accordance with the provisions of 2018 stock option incentive plan (Draft), As well as the implementation of the company’s 2019 profit distribution plan, the exercise price of the company’s 2018 stock option incentive plan was adjusted from 14.84 yuan / share to 14.77 yuan / share.
On November 27, 2020, the 17th meeting of the 7th board of directors and the 13th meeting of the 7th board of supervisors of the company deliberated and approved the proposal on the feasibility of the first exercise period of the 2018 stock option incentive plan and the proposal on canceling some stock options granted in the 2018 stock option incentive plan. According to the relevant provisions of the administrative measures for the evaluation of 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan and the 2018 stock option incentive plan (Draft), the board of directors and the board of supervisors believe that 99 incentive objects have met the performance evaluation conditions, and agree that the above 99 incentive objects have been granted a total of 214620 stock options for the first exercise period, and the exercise mode is independent exercise. The board of directors and the board of supervisors agreed to cancel 32000 stock options granted but not exercised by the seven incentive objects who left the company; The board of directors and the board of supervisors agree to cancel the 4800 stock options granted but not exercised in the first exercise period of an incentive object whose personal performance does not meet the standard.
Beijing Thunisoft Co.Ltd(300271) beijing Tsinghua Corporation Limited
On April 20, 2021, the 21st Meeting of the seventh board of directors and the 17th meeting of the seventh board of supervisors of the company deliberated and adopted the proposal on canceling some stock options granted in the 2018 stock option incentive plan. In accordance with the relevant provisions of the administrative measures for the assessment of 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan and the 2018 stock option incentive plan (Draft), the board of directors and the board of supervisors agreed to handle the cancellation of 891910 stock options granted but not exercised by the resigned incentive objects; Because the performance assessment of the company in 2020 did not meet the standard, it was agreed to cancel the 9385200 stock options granted but not exercised in the second exercise period; It is agreed to cancel the 3640 stock options that have not been exercised within the first exercise period.
On June 28, 2021, the 22nd Meeting of the 7th board of directors and the 18th meeting of the 7th board of supervisors considered and approved the proposal on adjusting the exercise price of 2018 stock option incentive plan and the grant price and repurchase price of 2021 restricted stock incentive plan, and the proposal on canceling some granted stock options of 2018 stock option incentive plan. According to the adjustment provisions on the exercise price of stock options in the company’s 2018 stock option incentive plan (Draft) and the implementation of the company’s profit distribution plan in 2020, the exercise price of the company’s 2018 stock option incentive plan was adjusted from 14.77 yuan / share to 14.73 yuan / share. The board of directors and the board of supervisors agreed to cancel the 225360 stock options granted but not exercised by the 75 incentive objects who resigned.
On April 14, 2022, the 27th meeting of the seventh board of directors and the 22nd Meeting of the seventh board of supervisors of the company deliberated and adopted the proposal on canceling some granted stock options in the 2018 stock option incentive plan. According to the relevant provisions of the administrative measures for the assessment of 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan and the 2018 stock option incentive plan (Draft), the board of directors and the board of supervisors agreed to cancel the 6813540 stock options granted but not exercised in the third exercise period because the company’s performance assessment in 2021 failed to meet the standards.
2、 Reason for cancellation
According to the relevant provisions of the administrative measures for the assessment of 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan and the 2018 stock option incentive plan (Draft), and according to the audited 2021 annual financial report of the company, the company’s performance at the company level corresponding to the third exercise period of the 2018 stock option incentive plan did not meet the assessment indicators in 2021, For the third incentive period, the company will cancel the exercise of 6840 stock options that have not been exercised.
After the cancellation is completed, the remaining number of options granted but not exercised in the company’s 2018 stock option incentive plan is 0, and the implementation of the company’s 2018 stock option incentive plan is completed.
3、 Impact of this cancellation on the company
The cancellation of some stock options granted in the stock option incentive plan will not have a material impact on the company’s financial status and operating results.
4、 Independent opinions expressed by independent directors
After verification, the independent directors believe that the cancellation of the 2018 stock option incentive plan has partially granted stock options, which is in line with the administrative measures for equity incentive of listed companies and the 2018 stock option incentive plan
Beijing Thunisoft Co.Ltd(300271) beijing Tsinghua Corporation Limited
The relevant provisions of the plan (Draft) do not damage the rights and interests of the company and all shareholders, and will not have a significant impact on the company’s operating performance, nor will it affect the diligence of the company’s management team. It is agreed that the company will cancel some stock options granted in the 2018 stock option incentive plan.
5、 Verification opinions of the board of supervisors
After verification, the board of supervisors held that according to the relevant provisions of 2018 stock option incentive plan (Draft) and 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan assessment management measures, the company agreed to cancel the 6813540 stock options granted but not exercised in the third exercise period because the performance assessment at the company level in 2021 did not meet the standard.
