About Ofilm Group Co.Ltd(002456)
2021 stock options
Adjustment of incentive plan and initial authorization
Legal opinion
11th and 12th floors, Taiping finance building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 51801712 / F., taipingfinance tower, no.6001yitianroad, Shenzhen, P.R.China Tel.: (86-755) 88265288 fax.: （86-755）88265537
Website: www.shujin.com cn.
Guangdong Xinda law firm
About Ofilm Group Co.Ltd(002456)
Adjustment and initial authorization of stock option incentive plan in 2021
Legal opinion
Xdliz (2022) No. 008 to: Ofilm Group Co.Ltd(002456)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) has accepted the entrustment of Ofilm Group Co.Ltd(002456) (hereinafter referred to as ” Ofilm Group Co.Ltd(002456) ” or “the company”) to act as the special legal adviser for the implementation of the 2021 stock option incentive plan (hereinafter referred to as “the equity incentive plan”, “the plan” and “the incentive plan”). Cinda, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws Regulations and normative documents, as well as the relevant provisions of the articles of association of Ofilm Group Co.Ltd(002456) (hereinafter referred to as the articles of association) and the stock option incentive plan of Ofilm Group Co.Ltd(002456) 2021 (Revised Draft) (hereinafter referred to as the equity incentive plan of 2021), This legal opinion of Guangdong Xinda law firm on the adjustment and first authorization of Ofilm Group Co.Ltd(002456) 2021 stock option incentive plan (hereinafter referred to as the “legal opinion”) is issued for the adjustment and first authorization of the company’s incentive plan (hereinafter referred to as the “adjustment and first authorization of the incentive plan”).
Cinda is a law firm legally registered in the people’s Republic of China and has the legal practice qualification of the people’s Republic of China. It is qualified to issue legal opinions under this legal opinion in accordance with the provisions of relevant laws, regulations and normative documents of the people’s Republic of China and based on the investigation and understanding of the facts that have occurred or exist before the issuance date of this legal opinion.
In order to issue this legal opinion, Xinda lawyer makes the following statement:
1. Cinda has been guaranteed by Ofilm Group Co.Ltd(002456) in the process of work: the company has provided Cinda lawyers with the original written materials, copies and oral testimony that Cinda lawyers believe are necessary for the preparation of the legal opinion. All facts and documents sufficient to affect the legal opinion have been disclosed to Cinda lawyers, and the documents and materials provided are true, accurate and reliable If the documents are complete and effective, without concealment, falsity and major omissions, and the documents are copies or copies, they shall be consistent with and consistent with the original.
2. This legal opinion is made by Xinda lawyer based on the facts that have occurred or existed Ofilm Group Co.Ltd(002456) before the issuance date.
3. Xinda lawyer has performed legal duties, followed the principles of diligence and good faith, reviewed and judged all documents and testimony related to the issuance of this legal opinion provided by Ofilm Group Co.Ltd(002456) , and ensured that there are no false records, misleading statements and major omissions in this legal opinion.
4. For the fact that this legal opinion is very important and cannot be supported by independent evidence, Xinda lawyer depends on the supporting documents issued by relevant government departments, companies or other relevant units.
5. Cinda only expresses legal opinions on legal issues related to the people’s Republic of China involved in this incentive plan, and does not express opinions on accounting, auditing and other non legal professional matters.
6. This legal opinion is only for the purpose of Ofilm Group Co.Ltd(002456) implementing this incentive plan and shall not be used for any other purpose.
In accordance with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents, the articles of association and the rules for lawyers to engage in securities legal business, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Xinda lawyers issued the following legal opinions:
1、 Approval or authorization of adjustment and first authorization of this incentive plan
(I) September 27, 2021, The 50th (Interim) meeting of the Fourth Board of directors of the company passed the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the 2021 stock option incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option incentive plan, Related directors have avoided voting. The independent directors of the company expressed their independent opinions.
(II) September 27, 2021, The 31st (Interim) meeting of the 4th board of supervisors of the company deliberated and adopted the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the 2021 stock option incentive plan, and the proposal on reviewing the list of incentive objects of the company’s 2021 stock option incentive plan.
(III) on December 20, 2021, the second (Interim) meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on the company’s stock option incentive plan in 2021 (Revised Draft) and its summary, and the relevant related directors have avoided voting. The independent directors of the company expressed their independent opinions.
(IV) on December 20, 2021, the second (Interim) meeting of the Fifth Board of supervisors of the company deliberated and adopted the proposal on the company’s stock option incentive plan in 2021 (Revised Draft) and its summary. (V) on January 7, 2022, The first extraordinary general meeting of the company in 2022 deliberated and approved the proposal on the company’s 2021 stock option incentive plan (Revised Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 stock option incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option incentive plan.
(VI) on February 11, 2022, the fourth (Interim) meeting of the Fifth Board of directors of the company deliberated and approved the proposal on adjusting matters related to the 2021 stock option incentive plan and the proposal on granting stock options to incentive objects, and the relevant related directors have avoided voting.
The independent directors of the company expressed their independent opinions.
(VII) on February 11, 2022, the fourth (Interim) meeting of the Fifth Board of supervisors of the company deliberated and approved the proposal on adjusting matters related to the 2021 stock option incentive plan and the proposal on granting stock options to incentive objects.
After verification, lawyer Xinda believes that as of the date of issuance of this legal opinion, the company has obtained necessary approval and authorization for the adjustment and first authorization of this incentive plan in accordance with the provisions of the management measures, the articles of association and the 2021 equity incentive plan.
2、 Details of initial authorization
(I) date of first authorization
According to the authorization of the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option incentive plan deliberated and adopted at the first extraordinary general meeting of the company in 2022, the board of directors has the right to determine the authorization date of the incentive plan.
According to the proposal on granting stock options to incentive objects deliberated and adopted at the fourth (Interim) meeting of the Fifth Board of directors of the company, the board of directors of the company determined February 11, 2022 as the authorization date.
According to the independent opinions expressed by the independent directors of the company, the independent directors believe that the authorization date of the first authorization of the incentive plan is February 11, 2022, which is in line with the administrative measures and the provisions on the authorization date of stock options in the incentive plan. They agree that the authorization date of the first authorization is February 11, 2022. According to the proposal on granting stock options to incentive objects deliberated and adopted at the fourth (Interim) meeting of the Fifth Board of supervisors of the company, it is agreed that the authorization date of the first authorization is February 11, 2022.
According to the statement issued by the company and verified by Xinda lawyer, the authorization date of this incentive plan is the trading day within 60 days from the date when the 2021 equity incentive plan is deliberated and approved by the general meeting of shareholders of the company. The determination of the authorization date of the first authorization is in line with the relevant provisions of the management measures and the 2021 equity incentive plan.
(II) authorized objects and authorized quantity for the first time
According to the proposal on adjusting relevant matters of 2021 stock option incentive plan deliberated and adopted at the fourth (Interim) meeting of the Fifth Board of directors of the company, 90 incentive objects in the incentive plan no longer meet the qualification of incentive objects due to resignation, and 5 overseas incentive objects failed to open securities accounts in time, In accordance with the relevant provisions of the management measures, the 2021 equity incentive plan and the authorization of the company’s first extraordinary general meeting in 2022, the company held the fourth (Interim) meeting of the Fifth Board of directors and the fourth (Interim) meeting of the Fifth Board of supervisors on February 11, 2022, and deliberated and adopted the proposal on matters related to the adjustment of the 2021 stock option incentive plan. After this adjustment, the number of incentive objects authorized for the first time in the incentive plan is adjusted from 2624 to 2529, and the number of stock options authorized for the first time is adjusted from 248.734 million shares to 240.777 million shares. The incentive objects after this adjustment belong to the scope of incentive objects specified in the incentive plan.
According to the independent opinions of the company’s independent directors on the first authorization, the independent directors believe that the incentive objects of the first authorization of stock options comply with the provisions of the company law, the management measures and other laws and regulations and the articles of association on the qualification of the incentive plan, and meet the conditions of incentive objects specified in the management measures, The scope of incentive objects specified in the company’s incentive plan is met, and its subject qualification as the incentive object of the company’s incentive plan is legal and effective.
In conclusion, lawyer Xinda believes that the adjustment of the incentive plan, the authorized objects and the number of authorization for the first time are in line with the relevant provisions of the administrative measures and the 2021 equity incentive plan.
(III) exercise price of first authorized stock option
According to the 2021 equity incentive plan, the exercise price of the first authorized stock option is 8.36 yuan / share.
Upon examination, the exercise price of the incentive plan shall not be lower than the par value of the shares, and shall not be lower than the higher of the following prices:
1. The average trading price of the company’s shares on the trading day before the announcement of the incentive plan is 8.36 yuan per share;
2. The average trading price of the company’s shares 20 trading days before the announcement of the incentive plan is 8.06 yuan per share.
In conclusion, lawyer Xinda believes that the exercise price of the first authorized stock option complies with the relevant provisions of the administrative measures and the 2021 equity incentive plan.
3、 Conditions of first authorization
According to the management measures and the 2021 equity incentive plan, the first authorization conditions of the incentive plan are to meet the following conditions at the same time:
(I) the company is not under any of the following circumstances:
1. The financial accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
2. The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by the certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
(II) the incentive object does not have any of the following situations:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. Being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
4. The company is not allowed to serve as a director or senior manager 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.
According to the instructions issued by the company and verified by Xinda’s lawyer, as of the date of issuance of this legal opinion, neither the company nor the incentive object authorized for the first time has the above situation.
In conclusion, lawyer Xinda believes that as of the date of issuance of this legal opinion, the authorization conditions for the first authorization of the company have been met, and the first authorization complies with the relevant provisions of the administrative measures and the 2021 equity incentive plan.
4、 Concluding observations
To sum up, lawyer Xinda believes that as of the date of issuance of this legal opinion, the adjustment and first authorization of the company’s incentive plan have obtained the necessary approval and authorization at this stage; The adjustment and first authorization of the incentive plan comply with the management measures and relevant laws and regulations. The company still needs to perform the corresponding information disclosure obligations in accordance with the provisions of relevant laws, regulations, rules and normative documents, and handle relevant registration and settlement matters with the securities registration and settlement institution.
This legal opinion is made in duplicate, each of which has the same legal effect. It shall come into force after being signed by the person in charge of Xinda and Xinda’s lawyer and sealed by Xinda.
(no text below)
[there is no text on this page, which is the signature and seal page of the legal opinion of Guangdong Xinda law firm on the adjustment and initial authorization of Ofilm Group Co.Ltd(002456) 2021 stock option incentive plan] Guangdong Xinda law firm
Person in charge: Handling lawyer:
Lin Xiaochun, Cao Pingsheng
