Securities code: Tellgen Corporation(300642) securities abbreviation: Tellgen Corporation(300642) Announcement No.: 2022031 Tellgen Corporation(300642)
Announcement on the resolutions of the 8th meeting of the 3rd board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
1. Tellgen Corporation(300642) (hereinafter referred to as “the company”) the notice of the eighth meeting of the third board of supervisors (hereinafter referred to as “the meeting”) was sent to all supervisors by email on April 12, 2022.
2. The meeting was held by means of Communication Conference on April 22, 2022.
3. Three supervisors should attend the meeting and three supervisors actually attended the meeting.
4. The meeting was convened and presided over by Mr. Zhang Xiaofeng, chairman of the board of supervisors.
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 Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and other laws, administrative regulations and departmental rules The relevant provisions of normative documents, the Tellgen Corporation(300642) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of Tellgen Corporation(300642) board of supervisors are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
1. Deliberated and passed the proposal on the work report of the board of supervisors in 2021
In 2021, in accordance with the provisions of the company law, relevant laws and regulations and the articles of association, and in the spirit of being responsible to all shareholders, the board of supervisors of the company conscientiously performed the duties entrusted by relevant laws and regulations, actively and effectively carried out work, carefully inspected various links such as the company’s internal control and information disclosure management, and investigated the legal operation of the company and the legitimacy of the duties performed by the directors and senior managers of the company Compliance was supervised and the legitimate rights and interests of the company and shareholders were safeguarded.
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: three supervisors agreed, accounting for 100% of the number of supervisors 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. The proposal on the annual report and summary of the company in 2021 was deliberated and adopted
After review, the board of supervisors believes that the preparation and review procedures of the 2021 annual report and summary of the company by the board of directors comply with laws and regulations and relevant provisions of Shenzhen Stock Exchange, and the contents of the report can truly, accurately and completely reflect the actual situation 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: three supervisors agreed, accounting for 100% of the number of supervisors attending the meeting; 0 abstained; 0 objected. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. The proposal on the self-evaluation report of the company’s internal control in 2021 was deliberated and adopted
After review, the board of supervisors believes that the company has established, improved and effectively implemented internal control in accordance with the provisions of the enterprise internal control standard system, which meets the requirements of relevant national laws and regulations, securities regulatory authorities and the actual needs of the company’s production and operation management. The establishment of the internal control system has played a good role in risk prevention and control of all links of corporate governance and production and operation management, and provided a guarantee for the preparation of true and fair financial statements. The company has established a relatively perfect internal control system and has been effectively implemented during the reporting period, which has played a good role in risk prevention and control in all links of the company’s operation and management. The company’s 2021 internal control self-evaluation report truly and objectively reflects the construction and operation of the company’s internal control system. 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: three supervisors agreed, accounting for 100% of the number of supervisors attending the meeting; 0 abstained; 0 objected. 4. Deliberated and passed the proposal on the company’s 2021 annual audit report
Upon review, the board of supervisors held that the financial situation of the company in 2021 was audited by Lixin Certified Public Accountants (special general partnership) and issued Tellgen Corporation(300642) audit report and financial statements (year 2021) with standard unqualified opinion. 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: three supervisors agreed, accounting for 100% of the number of supervisors attending the meeting; 0 abstained; 0 objected. 5. 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: three supervisors agreed, accounting for 100% of the number of supervisors attending the meeting; 0 abstained; 0 objected. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. The proposal on the occupation of funds by the company’s controlling shareholders and other related parties was deliberated and adopted
After review, the board of supervisors held that: in 2021, the company strictly complied with the relevant provisions of the company law, the listing rules and the articles of association, and the controlling shareholders and other related parties of the company did not occupy the company’s funds for non operational purposes, nor did they occupy funds illegally by related parties in previous years and accumulated to December 31, 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: three supervisors agreed, accounting for 100% of the number of supervisors 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 achievement of the first exercise of stock option and restricted stock incentive plan in 2020 / the feasibility of lifting the restrictions on sale / the lifting of the restrictions on sale conditions was deliberated and adopted
After review, the board of supervisors believes that the conditions for exercising / lifting the restrictions on sales in the first exercise / lifting period stipulated in the company’s 2020 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) have been partially achieved. A total of 34 eligible incentive objects and 437596 stock options have been exercised independently; The number of restricted shares that can be lifted is 96942. All supervisors unanimously agreed that the board of directors of the company agreed to go through relevant procedures for incentive objects, and handle cancellation / repurchase cancellation procedures for stock options / restricted shares that do not meet the conditions of exercise / lifting the restrictions on sale in accordance with the regulations. 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: three supervisors agreed, accounting for 100% of the number of supervisors attending the meeting; 0 abstained; 0 objected. 8. 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. In view of the fact that the company’s shares held through the special account for repurchase will not participate in this profit distribution, after the board of directors deliberates the profit distribution plan and before the implementation of profit distribution, if there is a change in the share capital or the shares in the special account for repurchase, the total distribution will be adjusted according to the principle that the proportion of profit distribution per 10 shares remains unchanged. The remaining undistributed profits are rolled over to subsequent years for distribution. After review, the board of supervisors considered that the profit distribution plan for 2021 prepared by the board of directors of the company was in line with the profit distribution policy of the articles of association, the review procedures were legal and compliant, and the information disclosure about the cash dividend policy and its implementation was true, accurate and complete, and agreed to the profit distribution plan for 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: three supervisors agreed, accounting for 100% of the number of supervisors attending the meeting; 0 abstained; 0 objected. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
9. The proposal on adjusting the relevant matters of 2020 stock option and restricted stock incentive plan was deliberated and adopted
After review, the board of supervisors believes that the adjustment of the exercise price of stock options and restricted repurchase price in the 2020 stock option and restricted stock incentive plan after the implementation of equity distribution in 2021 is in line with the requirements of the company’s incentive plan, and the adjustment procedure of the exercise price of stock options and restricted repurchase price this time is in line with the administrative measures for equity incentive of listed companies According to the self regulatory guidelines for companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 – business handling and the company’s incentive plan, this adjustment is legal and effective, and there is no damage to the interests of the company and shareholders. This adjustment procedure shall be implemented after equity distribution 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: three supervisors agreed, accounting for 100% of the number of supervisors attending the meeting; 0 abstained; 0 objected. 10. The proposal on canceling some stock options and repurchasing and canceling some restricted shares was reviewed and approved. After review, the board of supervisors held that: we have reviewed the list of personnel involved in the cancellation / repurchase cancellation and the number of cancellation / repurchase cancellation. According to the relevant provisions of the incentive plan, It is agreed that the company will cancel and repurchase 313904 stock options of 34 incentive objects that do not meet the exercise conditions and 69558 restricted shares that do not meet the conditions for lifting the restrictions. This cancellation / repurchase cancellation procedure shall be implemented after the equity distribution in 2021. Among them, the repurchase price of restricted shares is 14.53 yuan / share, the total repurchase amount of restricted shares is 1010700 yuan, and the source of repurchase funds is the company’s own funds. The cancellation of stock options and the cancellation of restricted stock repurchase involved in the 2020 stock option and restricted stock incentive plan and the deliberation procedures of the board of directors of the company comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and the 2020 stock option and restricted stock incentive plan (draft) of the company, as well as the authorization of the fourth extraordinary general meeting of shareholders in 2020 to the board of directors, There is no situation that damages the interests of the company and all shareholders.
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: three supervisors agreed, accounting for 100% of the number of supervisors attending the meeting; 0 abstained; 0 objected. 11. The proposal on the confirmation of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 was reviewed and approved
After review, the board of supervisors believes that the daily connected transactions of the company in 2021 and the daily connected transactions expected to occur in 2022 are the needs of the company’s normal business activities. The transaction price is determined according to the fair and reasonable pricing policy and with reference to the market price, which will not damage the interests of the company and the majority of small and medium-sized investors and affect the independence 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: three supervisors agreed, accounting for 100% of the number of supervisors attending the meeting; 0 abstained; 0 objected.
12. The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted
After review, the board of supervisors believes that the re employment of the accounting firm complies with relevant laws and regulations and will not affect the audit quality of the company’s accounting statements. Relevant review procedures comply with laws and regulations and the articles of association. The interests of shareholders and the company are not damaged.
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: three supervisors agreed, accounting for 100% of the number of supervisors attending the meeting; 0 abstained; 0 objected. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
13. The proposal on the company’s use of some idle self owned funds for entrusted financial management was deliberated and adopted
After review, the board of supervisors believes that the company and its holding subsidiaries use some idle self owned funds for entrusted financial management, which will not affect the normal operation and capital safety of the company, and can improve the use efficiency and investment efficiency of the company’s funds
