Securities code: Tellgen Corporation(300642) securities abbreviation: Tellgen Corporation(300642) Announcement No.: 2022024 Tellgen Corporation(300642)
Announcement on cancellation of some stock options and 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.
On April 22, 2022, Tellgen Corporation(300642) (hereinafter referred to as “the company” or ” Tellgen Corporation(300642) “) held the 10th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on cancellation of some stock options and repurchase and cancellation of some restricted shares respectively. Now the relevant matters are explained as follows:
1、 Relevant approval procedures for 2020 stock option and restricted stock 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”).
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, deliberated and adopted the proposal on adjusting the relevant matters of the 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).
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. Independent directors have expressed their independent opinions on matters related to the incentive plan, and lawyers, financial consultants and other intermediaries have issued corresponding reports.
9. On December 21, 2021, the company disclosed the announcement on the completion of partial stock option cancellation and partial restricted stock repurchase cancellation on cninfo.com. On December 20, 2021, the company has completed the cancellation procedures of 108000 stock options and the repurchase cancellation procedures of 18000 restricted shares for one original incentive object in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
10. 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, etc. The independent directors of the company expressed independent opinions on matters related to the incentive plan, and lawyers, financial consultants and other intermediaries issued relevant reports.
2、 Reasons, quantity and price of the cancellation of stock options and restricted stock repurchase
1. Reasons for cancellation of options and restricted stock repurchase
As the company’s 2020 stock option and restricted stock incentive plan has achieved some achievements in the first exercise / lifting of restrictions on sale period, according to the provisions of the company’s 2020 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”), “If the stock option of the incentive object that plans to exercise in the current period cannot be exercised or cannot be fully exercised due to assessment reasons, it shall be uniformly cancelled by the company and cannot be deferred to the next year”, and “for the restricted shares that have not applied for lifting the restriction within the above agreed period or cannot apply for lifting the restriction due to failure to meet the conditions for lifting the restriction, the company will repurchase and cancel them in accordance with the principles specified in this incentive plan”.
The company will cancel, repurchase and cancel the stock options of 34 incentive objects that do not meet the exercise conditions and the restricted shares that do not meet the conditions for lifting the restrictions.
2. Number of stock option cancellations
After deliberation at the third meeting of the third board of directors on January 15, 2021, the company agreed to grant a total of 1.67 million stock options to the 34 incentive objects involved in this cancellation. After the adjustment of the company’s equity distribution in the half year of 2021, the shares of stock options of the above-mentioned incentive personnel totaled 3.060 million.
According to the relevant provisions of the incentive plan, the exercise conditions of stock options in the first exercise period of the incentive plan are partially achieved. Calculated according to the exercise conditions of the current period, there are 313904 stock options that do not meet the exercise conditions in the current period. The cancellation is planned to be handled after the implementation of equity distribution in 2021.
3. Quantity and price of repurchase and cancellation of restricted shares
On January 15, 2021, after deliberation at the third meeting of the third board of directors, the company agreed to grant 370000 restricted shares to 34 incentive objects involved in the repurchase and cancellation. After the adjustment of the company’s equity distribution in the half year of 2021, the above-mentioned incentive restricted shares totaled 666000 shares.
According to the relevant provisions of the incentive plan and other relevant regulations, some achievements of the conditions for the release of restricted shares in the first release period of the incentive plan are calculated according to the conditions for the release of restricted shares in the current period, and a total of 69558 restricted shares do not meet the conditions for the release of restricted shares in the current period. The cancellation of this repurchase is planned to be handled after the implementation of equity distribution in 2021. After the equity distribution in 2021, the repurchase price of restricted shares under this equity incentive will be adjusted to 14.53 yuan / share.
To sum up, the company plans to cancel / repurchase 313904 stock options and 69558 restricted shares of all incentive objects. The repurchase price of restricted shares is 14.53 yuan / share, and the total repurchase amount of restricted shares is 101067774 yuan. The source of repurchase funds is the company’s own funds.
3、 Impact of this cancellation / repurchase cancellation on the company
The cancellation of some stock options and the repurchase and cancellation of some restricted shares will not affect the implementation of the company’s equity incentive plan in 2020, nor will it have a substantive impact on the company’s operation and management, financial status and operating results.
According to the authorization of the fourth extraordinary general meeting of shareholders in 2020 to the board of directors of the company, this repurchase cancellation does not need to be submitted to the general meeting of shareholders for deliberation.
4、 Opinions of independent directors
After verification, the independent directors believe that according to the relevant provisions of the incentive plan, the stock options of 34 incentive objects that do not meet the exercise conditions and the restricted shares that do not meet the conditions for lifting the restrictions on sales in the current period should be cancelled and repurchased. The deliberation procedures of the board of directors are in line with the relevant provisions of the administrative measures for equity incentive of listed companies and the incentive plan. The total amount of restricted stock repurchase is 1010700 yuan, and the source of funds is the company’s own funds. This cancellation / repurchase cancellation will not have a substantive impact on the company’s financial status and operating results, and will not affect the implementation of the company’s equity incentive plan. Therefore, we unanimously agree to cancel some stock options and repurchase and cancel some restricted shares.
5、 Opinions of the board of supervisors
After review, the board of supervisors held that: we have reviewed the list of persons involved in the cancellation / repurchase cancellation and the number of cancellation / repurchase cancellation. According to the incentive plan and other relevant regulations, we agree that the company will cancel and repurchase 313904 stock options that do not meet the exercise conditions and 69558 restricted shares that do not meet the conditions for lifting the restrictions, The cancellation / repurchase cancellation procedures 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.
6、 Legal opinions issued by lawyers
After verification, Shanghai Guangfa law firm issued the following opinions: the adjustment involved in the 2020 equity incentive plan and the cancellation of some stock options and restricted stock repurchase have fulfilled the approval and authorization that should be fulfilled. The reason, quantity, price and capital source of the cancellation of the company are in line with the provisions of the incentive plan.
7、 Concluding observations of the independent financial adviser
After verification, Shanghai Rongzheng Investment Consulting Co., Ltd. believes that the cancellation of some stock options and the repurchase and cancellation of some restricted shares in the 2020 stock option and restricted stock incentive plan of the company comply with the relevant provisions of the administrative measures for equity incentive of listed companies and the 2020 stock option and restricted stock incentive plan (Draft), and there is no situation that damages the interests of the listed company and all shareholders.
8、 Documents for future reference
1. The resolution of the 10th meeting of the third board of directors signed by the participating directors;
2. Independent opinions on matters related to the 10th meeting of the third board of directors signed by independent directors; 3. Resolutions of the 8th meeting of the 3rd board of supervisors signed by the supervisors attending the meeting;
4. Legal opinions of Shanghai Guangfa law firm on matters related to Tellgen Corporation(300642) 2020 stock option and restricted equity incentive plan;
5. Independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the first exercise / lifting of restrictions on sale of stock options and restricted stock incentive plan in Tellgen Corporation(300642) 2020, exercise / lifting of restrictions on sale, cancellation of some stock options and repurchase and cancellation of some restricted stocks.
It is hereby announced.
Tellgen Corporation(300642) board of directors
April 22, 2022
