Securities code: 002456 securities abbreviation: Ofilm Group Co.Ltd(002456) Announcement No.: 2022-017
Notice on convening the second extraordinary general meeting of shareholders in 2022 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.
The board of directors of Ofilm Group Co.Ltd(002456) (hereinafter referred to as “the company”) decided to convene the second extraordinary general meeting of shareholders in 2022 at 14:30 on March 4, 2022 to consider the relevant proposals submitted at the third (Interim) meeting of the Fifth Board of directors and the fourth (Interim) meeting of the Fifth Board of directors. The relevant matters of the meeting are hereby notified as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the second extraordinary general meeting of shareholders in 2022
2. Convener: Board of directors
3. Legality and compliance of the meeting: the meeting is held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Meeting time:
On site meeting time: 14:30, March 4, 2022 (Friday)
Online voting time:
(1) The specific time for online voting through the trading system of Shenzhen Stock Exchange (“Shenzhen Stock Exchange”) is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 4, 2022.
(2) The specific time of voting through the Internet of Shenzhen stock exchange is: 9:15-15:00 on March 4, 2022.
5. Convening method of the meeting:
This general meeting of shareholders adopts the combination of on-site voting and online voting. The general meeting of shareholders will pass the Shenzhen stock exchange system and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide the shareholders of the company with a voting platform in the form of network, and the shareholders can exercise their voting rights through the above system during the online voting time. Shareholders of the company shall choose one of on-site voting or online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Equity registration date: February 28, 2022
7. Attendees:
(1) At the closing of the afternoon of the equity registration day, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders and may entrust an agent in writing to attend the meeting and vote. The shareholder agent does not need to be a shareholder of the company. See the annex for the power of attorney. (2) Directors, supervisors and senior managers of the company.
(3) A lawyer employed by the company.
8. Venue of the on-site meeting: conference room 1, floor 7, future city comprehensive office building Ofilm Group Co.Ltd(002456) Hangkong City Avenue, Nanchang County, Nanchang City, Jiangxi Province.
2、 Matters considered at the meeting
1. Review the proposal on Amending the articles of association and other relevant systems
2. Review the proposal on formulating the working system of independent directors
3. Review the proposal on formulating the working rules of the Secretary of the board of directors
4. Review the proposal on bank credit and guarantee
5. Review the proposal on cancellation of repurchased shares and reduction of registered capital
The above proposals have been deliberated and adopted at the third (Interim) meeting of the Fifth Board of directors, the third (Interim) meeting of the Fifth Board of supervisors, the fourth (Interim) meeting of the Fifth Board of directors and the fourth (Interim) meeting of the Fifth Board of supervisors. According to the requirements of the rules for the general meeting of shareholders of listed companies, for major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors, that is, shareholders other than those who individually or jointly hold more than 5% of the shares of the listed company, will be counted and disclosed separately.
The above proposals 1 and 5 are special resolutions, which shall be adopted by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
See cninfo.com for details of the above matters（ http://www.cn.info.com.cn. ）And announcements published in relevant securities media.
3、 Proposal code
The column with the name of the proposal code checked in the proposal column can vote
100 total proposal √
The column with the name of the proposal code checked in the proposal column can vote
1.00 proposal on Amending the articles of association and other relevant systems √
2.00 proposal on formulating the working system of independent directors √
3.00 proposal on formulating the working rules of the Secretary of the board of directors √
4.00 proposal on bank credit and guarantee √
5.00 proposal on cancellation of repurchased shares and reduction of registered capital √
4、 Meeting registration method
1. Registration time: March 2, 2022 (Wednesday) (9:00-11:00 a.m. and 15:30-17:30 p.m.) non local shareholders can register by e-mail, letter or fax, and telephone registration is not accepted.
2. Registration place: Floor 9, building T6, Taiziwan Business Plaza, No. 91, Shekou Shanghai Road, Nanshan District, Shenzhen.
3. Registration method:
(1) Registration of legal person shareholders: if the legal representative of legal person shareholders is present, they must go through the registration formalities with a shareholder account card, a copy of the business license stamped with the company’s official seal, the certificate of legal person representative and their own ID card; If an agent is entrusted to attend, he must also hold the power of attorney of the legal person and the ID card of the attendee.
(2) Registration of natural person shareholders: if natural person shareholders attend, they must go through the registration formalities with shareholder account card, shareholding certificate and their own ID card; If an agent is entrusted to attend, he must also hold the power of attorney and the ID card of the attendee.
4. Please bring the original documents of shareholders and their agents to attend the meeting. 5、 Specific operation process of participating in online voting
Shareholders of this shareholders’ meeting can vote through the trading system and Internet voting system of Shenzhen Stock Exchange (address: http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting.
6、 Other matters
1. The on-site meeting of the general meeting of shareholders lasts for half a day, and the board, lodging and transportation expenses of the participants shall be borne by themselves.
2. Contact address: Securities Department of the company, floor 9, building T6, Taiziwan Business Plaza, No. 91, Shanghai Road, Shekou, Nanshan District, Shenzhen.
3. Conference Tel.: 0755-27555331
4. Meeting Contact Fax: 0755-275456885 Meeting contact email: [email protected]. Contact: Zhou Liang, Bi Ranqi, documents for future reference 1 Resolutions of the third (Interim) meeting of the Fifth Board of directors; 2. Resolutions of the third (Interim) meeting of the Fifth Board of supervisors; 3. Resolutions of the fourth (Interim) meeting of the Fifth Board of directors; 4. Resolutions of the 4th (Interim) meeting of the 5th board of supervisors. It is hereby announced.
Ofilm Group Co.Ltd(002456) board of directors February 11, 2022 Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 362456;
2. Voting abbreviation: Oufei voting;
3. The proposals of this general meeting of shareholders are non cumulative voting proposals, and the voting opinions filled in are: “agree”, “oppose” or “abstain”;
4. The general proposal is set up at this general meeting of shareholders. If shareholders vote on the general proposal, they are deemed to have expressed the same opinions on all the proposals. When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the Shenzhen Stock Exchange System
1. Voting time: trading time on March 4, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system starts voting at 9:15-15:00 on March 4, 2022.
2. For online voting through the Internet voting system, shareholders need to handle identity authentication in accordance with the provisions of the guidelines for online investor service identity authentication business of Shenzhen Stock Exchange (revised in 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can log in to the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex II:
Ofilm Group Co.Ltd(002456)
Power of attorney for the second extraordinary general meeting of shareholders in 2022
I hereby authorize Mr. (Ms.) to attend the on-site meeting of Ofilm Group Co.Ltd(002456) 2022 second extraordinary general meeting of shareholders held on March 4, 2022 on behalf of the company, vote on all proposals considered at the meeting on behalf of me according to the instructions of this power of attorney, and sign the relevant documents to be signed at the meeting on behalf of me.
remarks
Check the column of proposal name, which is the same as the column of anti rejection code. You can have the right to avoid voting
100 total proposal √
1.00 proposal on Amending the articles of association and other relevant systems √
2.00 proposal on formulating the working system of independent directors √
3.00 proposal on formulating the working rules of the Secretary of the board of directors √
4.00 proposal on bank credit and guarantee √
5.00 proposal on cancellation of share repurchase and reduction of registered capital √
Client name / Name: client’s account number: client’s ID number / business license number:
Nature of the principal’s shareholding: number of shares held by the principal:
The name of the trustee: the ID number of the trustee:
Signature (seal) of the client:
Date of entrustment: mm / DD / yyyy note:
1. This power of attorney is valid if it is cut, copied or self-made according to the above format. The validity period is from the signing date to the end of the second extraordinary general meeting of shareholders in 2022.
2. The instructions of the trustor to the trustee shall be subject to the tick “√” in the box below “agree”, “oppose”, “abstain” and “avoid”. Each item is a single choice, and multiple choices are invalid. If no specific instructions are given, the trustee can vote according to its own wishes.
3. This power of attorney is valid only when it is signed by the client. If the client is a legal person shareholder, it must be stamped with the official seal of the legal person and signed by the legal representative of the unit at the client.
