Securities code: Tellgen Corporation(300642) securities abbreviation: Tellgen Corporation(300642) Announcement No.: 2022023 Tellgen Corporation(300642)
Announcement on adjusting relevant matters of 2020 stock option and restricted stock incentive plan
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.
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 respectively on April 22, 2022, deliberated and adopted the proposal on adjusting matters related to 2020 stock option and restricted stock incentive plan, and Mr. Wang Xiaoqing, the affiliated director As the incentive object of 2020 stock option and restricted stock incentive plan, Mr. Yang enhuan avoided voting on this proposal. Relevant adjustments are hereby announced 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、 Specific contents of the adjustment of the incentive plan
1. Reasons for this adjustment
In view of the good operation and development at present, the company has formulated the profit distribution plan for 2021. Based on the total share capital on the equity registration date minus the total number of shares in the special account for repurchase when the distribution plan is implemented in the future, the company will distribute a cash dividend of 2.5 yuan (including tax) to all shareholders for every 10 shares. After the implementation of the company’s profit distribution plan in 2021, the board of directors will adjust the stock option exercise price and restricted stock repurchase price of the 2020 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) in accordance with the authorization of the fourth extraordinary general meeting in 2020.
This adjustment procedure shall be implemented after the equity distribution of the company in 2021.
2. Adjustment method of exercise price of stock option
If the company has dividend distribution before the incentive object exercises, the exercise price shall be adjusted accordingly. The adjustment method is as follows:
P＝P0-V
Where: P0 is the exercise price before adjustment; V is the dividend per share; P is the adjusted exercise price. After dividend adjustment, P must still be positive.
Adjusted stock option exercise price P = 29.79-0.25 = 29.54 yuan / share
3. Adjustment method of restricted stock repurchase price
Where the company repurchases or cancels restricted shares in accordance with the provisions of the incentive plan, the repurchase price shall be the grant price. After the restricted shares granted to the incentive object are registered, if the company has issues affecting the company’s stock price such as dividend distribution, the company shall adjust the repurchase price of the restricted shares that have not been lifted accordingly. The adjustment method is as follows:
Where: P0 is the repurchase price of restricted shares per share before adjustment; V is the dividend per share; P is the adjusted repurchase price of restricted shares per share. After dividend adjustment, P must still be positive.
Adjusted restricted stock repurchase price P = 14.78-0.25 = 14.53 yuan / share
To sum up, after the implementation of the company’s 2021 equity distribution plan, the exercise price of stock options will be adjusted from 29.79 yuan / share to 29.54 yuan / share; The repurchase price of restricted shares will be adjusted from 14.78 yuan / share to 14.53 yuan / share.
3、 Impact of the adjustment of the incentive plan on the company
The adjustment of the incentive plan complies with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, and the company’s incentive plan and its abstract, Moreover, the adjustment of the exercise price of stock options and the repurchase price of restricted shares will not have a material impact on the company’s financial status and operating results.
According to the authorization of the fourth extraordinary general meeting of shareholders in 2020 to the board of directors, this adjustment need not 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 company will adjust the exercise price of stock options and restricted repurchase price after the implementation of the company’s profit distribution plan in 2021, which is in line with the relevant provisions of the measures for the administration of equity incentive of listed companies, the self regulatory guide No. 1 for GEM listed companies of Shenzhen Stock Exchange – business handling and the incentive plan of the company, The deliberation procedure of the board of directors is legal and compliant, and there is no situation damaging the interests of the company and shareholders. We unanimously agree to the adjustment of the board of directors of the company on matters related to the 2020 equity incentive plan.
5、 Opinions of the board of supervisors
After verification, the board of supervisors believes that: after the implementation of equity distribution in 2021, the adjustment of stock option exercise price and restricted repurchase price in 2020 stock option and restricted stock incentive plan complies with the requirements of the company’s incentive plan, and the adjustment procedure of stock option exercise price and restricted repurchase price this time complies with the measures for the administration of 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.
6、 Legal opinions issued by lawyers
After verification, Shanghai Guangfa law firm believes that the contents, methods and results of the adjustment of the 2020 equity incentive plan by the board of directors of the company comply with the relevant provisions of the measures for the administration of equity incentive of listed companies, the articles of association and the incentive plan. The implementation of this adjustment shall be subject to the consideration and approval of the equity distribution proposal by the general meeting of shareholders of the company.
7、 Opinion of independent financial advisor
After verification, Shanghai Rongzheng Investment Consulting Co., Ltd. believes that the adjustment of the exercise price and repurchase price of the company’s 2020 stock option and restricted stock incentive plan complies 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
