Securities code: Tellgen Corporation(300642) securities abbreviation: Tellgen Corporation(300642) Announcement No.: 2022021 Tellgen Corporation(300642)
Announcement on partial achievements of the first exercise / lifting of restrictions on sale period 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. Special tips:
1. Tellgen Corporation(300642) (hereinafter referred to as “the company”, “the company” or ” Tellgen Corporation(300642) “) during the first exercise / lifting of restrictions of stock option and restricted stock incentive plan in 2020, there are 34 incentive objects who meet the exercise / lifting of restrictions, and 437596 stock options are exercisable, accounting for 0.27% of the company’s total share capital of 163904139 shares; The number of restricted shares that can be lifted is 96942 shares, accounting for 0.06% of the company’s current total share capital of 163904139 shares.
2. The exercise of stock options adopts the independent exercise mode. The exercise of stock options can only be carried out after the relevant procedures are completed by the relevant institutions, which will be announced separately at that time.
3. If all the exercisable stock options are exercised this time, the shares of the company still meet the listing conditions.
4. After the restricted shares have gone through the procedures for lifting the restrictions on sale, the company will issue relevant prompt announcements before listing and circulation. Please pay attention to them.
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, which respectively deliberated and adopted the proposal on partial achievements of the first exercise / lifting of restrictions on sales period / lifting of restrictions on sales of stock options and restricted stock incentive plan in 2020. Now the relevant matters are explained as follows:
1、 Brief introduction to the implementation of stock option and restricted stock incentive plan in 2020
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 of the company 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 the “incentive plan”, “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). The total number of stock options granted was 1.73 million and the total number of restricted shares was 380000.
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. In 2020, the option exercise price of the company’s equity incentive plan was adjusted from 54.02 yuan / share to 53.62 yuan / share, and the repurchase price of restricted shares was adjusted from 27.01 yuan / share to 26.61 yuan / share. 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. In 2020, the number of stock options in the company’s equity incentive plan will be adjusted from 1.73 million to 3.114 million, and the exercise price will be adjusted from 53.62 yuan / share to 29.79 yuan / share; The number of restricted shares will be adjusted from 380000 shares to 684000 shares, and the repurchase price will be adjusted from 26.61 yuan / share to 14.78 yuan / share.
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, deliberated and adopted the proposal on the achievements of the first exercise / lifting of the restricted sale period / lifting of the restricted sale conditions of the 2020 stock option and restricted stock incentive plan. 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、 Description of partial achievements of the first exercise / lifting of restrictions on sale period of 2020 stock option and restricted stock incentive plan
1. Explanation on the expiration of the first waiting period / lock up period of the incentive plan
According to the provisions of the company’s 2020 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”), the company implemented the 2020 stock option and restricted stock incentive plan
The first exercise / release of restriction period is from the first trading day 15 months after the completion of grant registration to the last trading day within 27 months after the completion of grant registration. The exercise / release of restriction ratio is 25% of the total number of granted stock options / restricted shares.
The incentive plan of the company will expire on the 29th day of 2021. The first month of the incentive plan is 2021, and the vesting date of the restricted stock is 2021.
2. Description of the achievement of some conditions for the exercise of rights / release of restrictions in the first exercise / release period of the incentive plan according to the incentive plan of the company, the stock options / restricted shares granted to the incentive object can be exercised / released only when the following conditions are met:
Description of whether the conditions for exercise / release of restrictions on sale meet the conditions for exercise / release of restrictions on sale in the first exercise / release period
(I) the company is not under any of the following circumstances: 1. The financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; 2. The internal control over the financial report of the most recent fiscal year was given a negative opinion by a certified public accountant or there was no audit report in which the company did not express an opinion based on the foregoing circumstances and laws; Form, which meets the conditions of exercise / cancellation. 3. There have been restrictions on the sale of profits not in accordance with laws and regulations, the articles of association and public commitments in the last 36 months after listing. Distribution of profits; 4. Equity incentive is not allowed according to laws and regulations; 5. Other circumstances recognized by the CSRC. (II) the incentive object is not under any of the following circumstances: 1. It has been identified as an inappropriate candidate by the stock exchange in the last 12 months;
2. In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; If the incentive object has not been subject to administrative punishment by the CSRC and its dispatched offices for major violations of laws and regulations in the previous 3 or the last 12 months, it meets the exercise of power and / or takes market entry prohibition measures; Lift the restrictions on sales. 4. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; 5. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations; 6. Other circumstances recognized by the CSRC.
Description of whether the conditions for exercising / releasing the restrictions on sale in the first exercise / release period meet the conditions for exercising / releasing the restrictions on sale
(III) company level performance assessment requirements
The assessment year of the incentive plan is four fiscal years from 2021 to 2024, one assessment in each fiscal year. The performance assessment objectives of the company in each year are shown in the table below:
The operating income or net profit of the corresponding assessment year in the exercise period / release period relative to the growth rate of 2019 (a) the operating income of the trigger value (an) of the annual target value (AM) achieved by the company in 2021 is
The first exercise period / lifting of the 70% 44% 65458860663 restricted sales period in 2021, up from the same period in 2019
In the second exercise period / lifting 2022, the growth rate of 120% and 73% was 48.28%, and the performance assessment indicators in the restricted sales period were met
The third exercise period / lifting 2023185% 108% the first exercise period / lifting the restriction period except the trigger of the restriction period
The value of 270% and 149% in the fourth exercise period / release 2024, and the proportion of release of restrictions in the exercise period / release of restrictions at the company level is
The performance completion rate of the assessment index is 58.23% of the exercise / lifting of restrictions on sales at the company level.
Annual operating income or net a ≥ am x = 100%
Profit relative to 2019 an ≤ a ＜ am
