Securities abbreviation: Tellgen Corporation(300642) securities code: Tellgen Corporation(300642) Shanghai Rongzheng Investment Consulting Co., Ltd
about
2020 stock option and restricted stock incentive plan
Matters related to the first exercise / lifting of restrictions on sale, exercise / lifting of restrictions on sale, cancellation of some stock options and repurchase and cancellation of some restricted stocks
of
Independent financial advisor Report
April 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. approval procedures and relevant authorization for the performance of the incentive plan 7 v. explanation on some achievements of the first exercise / lifting of restrictions on sale period of 2020 stock option and restricted stock incentive plan 9 VI. explanation on matters related to the adjustment of 2020 stock option and restricted stock incentive plan 12 VII. Notes on matters related to the cancellation of some stock options and the repurchase and cancellation of some restricted shares 14 VIII. Concluding observations of the independent financial adviser 15 I. interpretation 1 Listed company, company, Tellgen Corporation(300642) : refers to Tellgen Corporation(300642) . 2. Incentive plan, this incentive plan and this incentive plan refer to the 2020 stock option and restricted stock incentive plan (Draft) of Shanghai Tellgen Corporation(300642) Technology Co., Ltd. 3. Stock options and options: the company grants the incentive object the right to purchase a certain number of shares of the company at a predetermined price and conditions within a certain period of time in the future. 4. Restricted shares: the company grants a certain number of company shares to the incentive object according to the conditions and prices specified in the incentive plan. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met. 5. Incentive object: refers to the directors, senior managers, middle managers and core technology (business) backbone of the company (including branches and subsidiaries) who obtain stock options / restricted shares in accordance with the provisions of the incentive plan. 6. Authorization date and grant date: refers to the date on which the company grants rights and interests to incentive objects. The authorization date / grant date must be a trading day. 7. Waiting period: refers to the period from the date of completion of registration of stock option grant to the date of stock option exercise. 8. Exercise: refers to the behavior that the incentive object purchases the underlying stock according to the conditions set in the incentive plan. 9. Vesting date: refers to the date when the incentive object can start exercising the right. The vesting date must be the trading day. 10. Exercise price: refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan. 11. Exercise conditions: refer to the conditions that must be met for the incentive object to exercise stock options according to the incentive plan. 12. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 13. Term of validity: from the date when the registration of stock option and restricted stock grant is completed to the date when all stock options are exercised or cancelled and the restricted stock is lifted or repurchased and cancelled. 14. Restricted sale period: refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment. 15. Release period: refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met. 16. Conditions for lifting the restriction on sales: refer to the conditions that must be met for the incentive object to get the restricted shares to be lifted according to the incentive plan. 17. Company Law: refers to the company law of the people’s Republic of China.
18. Securities Law: refers to the securities law of the people’s Republic of China Administrative measures: refers to the administrative measures for equity incentive of listed companies. 20. Listing Rules: refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) Self regulatory guidelines: refers to the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling 22 Articles of association: refers to the Tellgen Corporation(300642) articles of association. 23. CSRC: refers to the China Securities Regulatory Commission. 24. Stock Exchange: refers to Shenzhen Stock Exchange. 25. RMB: refers to RMB.
The financial advisor hereby makes the following independent statement on this report:
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Tellgen Corporation(300642) and all parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for issuing the independent financial adviser’s report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legitimacy, authenticity, accuracy, completeness and timeliness. The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the first exercise of stock option and restricted stock incentive plan of Tellgen Corporation(300642) 2020 / the lifting of restrictions on sale / the lifting of restrictions on sale, the cancellation of some stock options and the repurchase and cancellation of some restricted shares are fair and reasonable to Tellgen Corporation(300642) shareholders, the impact on shareholders’ rights and interests and the continuous operation of listed companies, and does not constitute any investment suggestions for Tellgen Corporation(300642) , The independent financial adviser shall not be liable for the risks that may arise from any investment decision made by the investor according to this report.
(III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor’s report and make any explanation or explanation to the report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the stock option and restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principles of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser has conducted in-depth investigation on the matters involved in the stock option and restricted stock incentive plan and carefully reviewed relevant materials. The scope of investigation includes the articles of association of the listed company, salary management measures, resolutions of previous board of directors and general meeting of shareholders, financial reports of the company for the last three years and the latest issue The company’s production and operation plan, and has effectively communicated with the relevant personnel of the listed company. On this basis, the independent financial adviser’s report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
This report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the administrative measures, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The independent financial advisor’s report issued by the financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely;
(III) the relevant documents issued by the listed company for this incentive plan are true and reliable;
(IV) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Approval procedures and relevant authorizations for the performance of the incentive plan
1. On December 14, 2020, the company held the second meeting of the third board of directors, deliberated and approved the proposal on the company’s 2020 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment management measures for the implementation of 2020 stock option and restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2020 stock option and restricted stock incentive plan, etc. The independent directors have expressed their independent opinions on the 2020 stock option and restricted stock incentive plan (hereinafter referred to as “this incentive plan” or “2020 equity incentive plan”). The lawyer and the independent financial consultant have issued corresponding reports.
2. On December 14, 2020, the company held the second meeting of the third board of supervisors, deliberated and adopted the proposal on the company’s 2020 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the administration of the implementation and assessment of 2020 stock option and restricted stock incentive plan Proposal on verifying the list of incentive objects of the company’s 2020 stock option and restricted stock incentive plan, etc.
3. From December 15, 2020 to December 24, 2020, the company publicized the names and positions of the list of incentive objects in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects in the incentive plan. On December 25, 2020, the board of supervisors of the company issued the verification opinions and publicity statement of the board of supervisors on the list of objects of the company’s 2020 stock option and restricted stock incentive plan.
4. On December 30, 2020, the company held the fourth extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on the company’s 2020 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the administration of the implementation and assessment of 2020 stock option and restricted stock incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2020 stock option and restricted stock incentive plan and other proposals, and disclosed the self inspection report on the insider information of the 2020 stock option and restricted stock incentive plan and the purchase and sale of the company’s shares by the incentive object. 5. On January 15, 2021, the company held the third meeting of the third board of directors and the third meeting of the third board of supervisors, which reviewed and passed the proposal on adjusting the relevant matters of 2020 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock to incentive objects. Independent directors have expressed their independent opinions on matters related to this incentive plan. The board of supervisors agreed to adjust the number of incentive objects and granted rights and interests, and agreed that 35 incentive objects were granted stock options and restricted shares in accordance with the relevant provisions of the 2020 stock option and restricted stock incentive plan (Draft). The lawyer and the independent financial consultant have issued corresponding reports.
6. On January 29, 2021, the company completed the grant registration of equity options and restricted shares involved in the incentive plan, and disclosed the announcement on the completion of the grant registration of 2020 stock options and restricted stock incentive plan on February 1, 2021.
7. On August 20, 2021, the company held the 7th Meeting of the 3rd board of directors and the 5th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on adjusting the relevant matters of 2020 stock option and restricted stock incentive plan. The independent directors gave their independent opinions on the matters related to the incentive plan, and the lawyer issued the corresponding legal opinions.
8. On October 26, 2021, the company held the 8th meeting of the 3rd board of directors and the 6th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on adjusting the relevant matters of 2020 stock option and restricted stock incentive plan and the proposal on canceling some stock options and repurchasing and selling some restricted stocks. The independent directors gave their independent opinions on matters related to the incentive plan, and the lawyer and the independent financial consultant issued corresponding reports.
9. On April 22, 2022, the company held the 10th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors, and deliberated and adopted the proposal on the achievements of the first exercise / lifting of restrictions on sale period / lifting of restrictions on sale of 2020 stock option and restricted stock incentive plan, and the proposal on adjusting relevant matters of 2020 stock option and restricted stock incentive plan Proposal on cancellation of some stock options and repurchase and cancellation of some restricted shares. The independent directors gave their independent opinions on the matters related to the incentive plan, and the lawyer issued the corresponding legal opinions.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Tellgen Corporation(300642) 2020 stock option and restricted stock incentive plan has obtained the necessary approval and authorization for the first exercise / release of restrictions, exercise / release of restrictions, cancellation of some stock options and repurchase and cancellation of some restricted shares, Comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and the company’s 2020 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”).
5、 About the first line of 2020 stock option and restricted stock incentive plan
Description of partial achievements of exercise of rights / lifting of restrictions on sale during the period of exercise of rights / lifting of restrictions on sale
(I) achievements on meeting the conditions for exercise / release of restrictions in the first exercise / release period of the incentive plan
Description of
1. The first exercise / lifting of restriction on sale period of incentive plan is about to expire
According to the relevant provisions of the company’s incentive plan (Draft), the first exercise / lifting of restrictions on sales period is from
From the first trading day after 15 months from the date of completion of grant registration to 27 months from the date of completion of grant registration
As of the last trading day of the period, the proportion of exercise / release of restrictions is the total number of granted stock options / restricted stocks
25% of the total.
The grant date of the incentive plan is January 15, 2021, and the registration date of stock option grant is 2021
On January 29, 2022, the first waiting period of stock options will expire on April 28, 2022; Restricted stock
The listing date is February 5, 2021, and the first restricted sale period of restricted shares will be May 4, 2022
