Securities code: Tellgen Corporation(300642) securities abbreviation: Tellgen Corporation(300642) Announcement No.: 2022017 Tellgen Corporation(300642)
Announcement on the resolution of the 10th meeting of the third board of directors of the company
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.
1、 Meetings of the board of directors
1. Tellgen Corporation(300642) (hereinafter referred to as “the company”) the notice of the 10th meeting of the third board of directors (hereinafter referred to as “the meeting”) was sent to all directors of the company by email on April 12, 2022.
2. The meeting was held by means of Communication Conference on April 22, 2022.
3. There are 7 directors who should attend the meeting, and 7 directors actually attend the meeting, including 3 independent directors. 4. This meeting was convened and presided over by Mr. Yao Jianer, chairman of the company. The supervisors and senior managers of the company attended the meeting as nonvoting delegates.
5. The notice and convening of this meeting comply with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the Listing Rules of Shenzhen Stock Exchange gem shares (hereinafter referred to as the “Listing Rules”) The relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as the “guidelines for standardized operation”) and the Tellgen Corporation(300642) articles of Association (hereinafter referred to as the “articles of association”) are legal and effective.
2、 Deliberations of the board meeting
1. Deliberated and passed the proposal on the work report of the board of directors of the company in 2021
The independent directors of the company, Mr. Wang Fanghua, Mr. Yu Wei and Mr. Zhao Jiaxiang, respectively, submitted the report on the work of independent directors in 2021 to the board of directors of the company and will report on their work at the general meeting of shareholders in 2021.
For details, please refer to cninfo.com, the information disclosure media designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）Relevant announcements disclosed in the same period.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Deliberated and passed the proposal on the work report of the general manager of the company in 2021
The board of directors of the company listened to the general manager’s work report for 2021 by Mr. Yao Jianer, the general manager, and believed that in 2021, the management of the company effectively implemented the resolutions of the board of directors and the general meeting of shareholders, actively carried out various work, and the overall operation of the company was good.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected. 3. The proposal on the annual report and summary of the company in 2021 was deliberated and adopted
During the reporting period, the company operated in strict accordance with the company law, listing rules, standardized operation guidelines and other laws, regulations and normative documents. The board of directors of the company believes that the full text of the 2021 annual report and the summary of the 2021 annual report objectively and truly reflect the financial situation and operating results of the company. For details, please refer to cninfo.com, the information disclosure media designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）Relevant announcements disclosed in the same period.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on the self-evaluation report of the company’s internal control in 2021 was deliberated and adopted
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the company’s internal control system and evaluation methods, the company evaluated the effectiveness of the company’s internal control in 2021 on the basis of daily and special supervision of internal control, and prepared the self-evaluation report of internal control in 2021. The company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations. As of December 31, 2021, the company has found no major defects in internal control.
The independent directors of the company gave their independent opinions, and the audit institution issued Tellgen Corporation(300642) internal control assurance report (2021) (xksbz [2022] No. za11089).
For details, please refer to cninfo.com, the information disclosure media designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）Relevant announcements disclosed in the same period.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
5. Deliberated and passed the proposal on the company’s 2021 annual audit report
The financial situation of the company in 2021 was audited by Lixin Certified Public Accountants (special general partnership) and issued the standard unqualified Tellgen Corporation(300642) audit report and financial statements (2021) (xksbz [2022] No. za11088). The report issued by Lixin Certified Public Accountants (special general partnership) truly, objectively, accurately and fairly reflects the actual situation of the company in 2021, and there are no false and erroneous records or omissions.
For details, please refer to cninfo.com, the information disclosure media designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）Relevant announcements disclosed in the same period.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected. 6. Deliberated and passed the proposal on the company’s 2021 annual financial statement report
Audited by Lixin Certified Public Accountants (special general partnership), the company achieved a total operating income of 654588600 yuan in 2021, an increase of 33.70% year-on-year; The net profit attributable to the shareholders of the listed company was 1610828 million yuan, a year-on-year increase of 33.62%; The total assets were 1498842200 yuan, a year-on-year increase of 9.26%.
For details, please refer to cninfo.com, the information disclosure media designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）Relevant announcements disclosed in the same period.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7. The proposal on the occupation of funds by the company’s controlling shareholders and other related parties was deliberated and adopted
In 2021, the company strictly complied with the relevant provisions of the company law, the listing rules and the articles of association. The controlling shareholders and other related parties of the company did not occupy the company’s funds for non-profit purposes, nor did they occupy the funds illegally by related parties in previous years and accumulated to December 31, 2021.
The independent directors of the company gave their independent opinions, and the audit institution issued the special report on the occupation of Tellgen Corporation(300642) non operating funds and other related capital transactions (2021) (xksbz [2022] No. za11090).
For details, please refer to cninfo.com, the information disclosure media designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）Relevant announcements disclosed in the same period.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8. Consideration and approval of the first part of the proposal on lifting the restrictions on the exercise of stock options in 2020
In the first exercise / release of restriction period stipulated in the company’s 2020 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”), the conditions for exercise / release of restriction have been partially met. There are 34 eligible incentive objects this time, 437596 stock options are exercisable, and 96942 restricted shares can be released. The board of directors of the company agrees to go through the exercise / release of restriction procedures for the incentive object after the expiration of the first waiting period / lock up period, in which the stock option adopts the independent exercise mode, and go through the injection / repurchase cancellation procedures for the stock option / restricted stock that does not meet the exercise / release of restriction conditions in accordance with the regulations.
The independent directors of the company expressed their independent opinions, and the law firm issued the legal opinion of Shanghai Guangfa law firm on matters related to Tellgen Corporation(300642) 2020 stock option and restricted equity incentive plan, The independent financial consultant issued the independent financial consultant report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the first exercise / release of restrictions on the stock option and restricted stock incentive plan in Tellgen Corporation(300642) 2020, exercise / release of restrictions on sales, cancellation of some stock options and repurchase and cancellation of some restricted stocks.
For details, please refer to cninfo.com, the information disclosure media designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）Relevant announcements disclosed in the same period.
Voting results: 5 agreed, accounting for 100% of the number of non affiliated directors attending the meeting. As the incentive objects of the company’s 2020 equity incentive plan, affiliated directors Mr. Yang enhuan and Mr. Wang Xiaoqing avoided voting on this proposal; 0 abstained; 0 objected.
9. The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
The company plans to distribute a cash dividend of 2.5 yuan (including tax) to all shareholders for every 10 shares based on the total share capital on the equity registration date minus the total number of shares in the repurchase account when the distribution plan is implemented in the future; No bonus shares will be given for this profit distribution, and no capital reserve will be converted into share capital. Among them, based on the total number of 163351839 shares of the company after deducting the current repurchase of special account shares from the total share capital on the disclosure date of this announcement, the total cash dividend of this equity distribution is 4083795975 yuan (including tax). Since the company’s shares held in the special account for repurchase do not participate in this profit distribution, the board of directors will distribute dividends every 10 days in case of any change in share capital or shares in the special account for repurchase after considering the profit distribution plan and before the implementation of profit distribution.
The 2021 profit distribution plan is in line with the company’s cash flow status, development stage and other actual conditions, as well as the relevant provisions of the company law and the articles of association. The board of directors of the company agreed to the 2021 profit distribution plan and submitted it to the 2021 annual general meeting of shareholders of the company for deliberation.
The independent directors of the company expressed their independent opinions on this.
For details, please refer to cninfo.com, the information disclosure media designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）Relevant announcements disclosed in the same period.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
10. The proposal on adjusting the relevant matters of 2020 stock option and restricted stock incentive plan was deliberated and adopted
The board of directors of the company has formulated a profit distribution plan for 2021. After it is deliberated and implemented by the general meeting of shareholders, the exercise price of stock options and the repurchase price of restricted shares need to be adjusted according to the relevant provisions of the incentive plan. The board of directors of the company agreed that after the implementation of equity distribution in 2021, the exercise price of stock options in 2020 equity incentive plan will be adjusted from 29.79 yuan / share to 29.54 yuan / share, and the repurchase price of restricted shares will be adjusted from 14.78 yuan / share to 14.53 yuan / share.
The independent directors of the company expressed their independent opinions, and the law firm issued the legal opinion of Shanghai Guangfa law firm on matters related to Tellgen Corporation(300642) 2020 stock option and restricted equity incentive plan, The independent financial consultant issued the independent financial consultant report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the first exercise / release of restrictions on the stock option and restricted stock incentive plan in Tellgen Corporation(300642) 2020, exercise / release of restrictions on sales, cancellation of some stock options and repurchase and cancellation of some restricted stocks.
For details, please refer to cninfo.com, the information disclosure media designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）Relevant announcements disclosed in the same period.
Voting results: 5 agreed, accounting for 100% of the number of non affiliated directors attending the meeting. As the incentive objects of the company’s 2020 equity incentive plan, affiliated directors Mr. Yang enhuan and Mr. Wang Xiaoqing avoided voting on this proposal; 0 abstained; 0 objected.
11. The proposal on canceling some stock options and repurchasing and canceling some restricted shares was deliberated and adopted. According to the relevant provisions of the incentive plan, the board of directors of the company agreed to cancel 313904 stock options that did not meet the exercise conditions and 69558 restricted shares that did not meet the conditions for lifting the restrictions. The cancellation / repurchase cancellation will be handled after the implementation of equity distribution in 2021.
The independent directors of the company expressed their independent opinions, and the law firm issued the legal opinion of Shanghai Guangfa law firm on matters related to Tellgen Corporation(300642) 2020 stock option and restricted equity incentive plan, The independent financial consultant issued the first exercise / release of the restricted stock incentive plan for Tellgen Corporation(300642) 2020 by Shanghai Rongzheng Investment Consulting Co., Ltd., exercise / release of the restricted stock, cancellation of some stock options and repurchase cancellation
