Securities code: 002456 securities abbreviation: Ofilm Group Co.Ltd(002456) Announcement No.: 2022-015 Ofilm Group Co.Ltd(002456)
Announcement on cancellation of repurchased shares and reduction of registered capital
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.
Ofilm Group Co.Ltd(002456) (hereinafter referred to as “the company”), at the fourth (Interim) meeting of the Fifth Board of directors and the fourth (Interim) meeting of the Fifth Board of supervisors held on February 11, 2022, deliberated and adopted the proposal on cancellation of share repurchase and reduction of registered capital, and agreed to cancel 4445947 shares deposited in the special securities account for share repurchase, And reduce the registered capital of the company accordingly. Nine directors participated in the voting of the proposal, and the deliberation result was 9 votes in favor, 0 votes against and 0 abstention. The independent directors of the company have expressed clear consent on this matter, and the proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows:
1、 Overview of share repurchase
1. Ofilm Group Co.Ltd(002456) (hereinafter referred to as “the company”) held the 12th (Interim) meeting of the Fourth Board of directors on September 26, 2018 and the 5th extraordinary general meeting of shareholders in 2018 on October 18, 2018, and considered and adopted the plan on repurchase of shares of the company (Announcement No.: 2018-157), The company also disclosed the report on share repurchase (Announcement No.: 2018-179) on October 30, 2018. For details, please refer to the company’s designated information disclosure media cninfo.com（ http://www.cn.info.com.cn. ）And relevant announcements disclosed by securities times, China Securities News, Shanghai Securities News and Securities Daily.
2. As of March 11, 2019, the company has repurchased 4445947 shares through centralized bidding transactions, accounting for 0.16% of the total share capital of the company. The highest transaction price is 13.170 yuan / share, the lowest transaction price is 10.238 yuan / share, and the transaction amount is 50009244.93 yuan (including transaction costs). The share repurchase has been completed. See the announcement on the completion of the company’s share repurchase (Announcement No.: 2019-025) disclosed by the company on March 13, 2019 for details.
3. The company held the 18th meeting of the 4th board of directors on April 24, 2019, and deliberated and adopted the proposal on determining the purpose of share repurchase. In order to further improve the corporate governance structure, improve the long-term incentive and restraint mechanism of the company, attract professional management and core technical talents, fully mobilize their enthusiasm and creativity, enhance the cohesion of the enterprise, effectively combine the interests of shareholders, the company and the core team, and promote the long-term sustainable development of the company, The company decides that all the shares repurchased this time will be used to implement the employee stock ownership plan or equity incentive plan. If the specific scheme of the employee stock ownership plan or equity incentive plan fails to be deliberated and approved by the decision-making bodies such as the board of directors and the general meeting of shareholders within 36 months after the completion of the repurchase, or the company fails to implement the above purpose within 36 months after the completion of the share repurchase, all the repurchased shares will be cancelled. See the announcement on determining the purpose of share repurchase (Announcement No.: 2019-042) disclosed by the company on April 26, 2019 for details.
2、 Reasons for cancellation of repurchased shares
According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchases and the relevant provisions of the company’s share repurchases plan, if the specific plan of the employee stock ownership plan or equity incentive plan fails to be deliberated and approved by the decision-making bodies such as the board of directors and the general meeting of shareholders of the company within 36 months after the completion of share repurchases, Or the company fails to implement the above purpose within 36 months after the completion of share repurchase, all the repurchased shares will be cancelled. After deliberation and approval at the fourth (Interim) meeting of the Fifth Board of directors of the company, it is agreed to cancel 4445947 shares deposited in the special securities account for stock repurchase and reduce the registered capital of the company accordingly.
3、 Changes in total share capital of the company after cancellation of repurchased shares
After the cancellation, the total share capital of the company will be reduced from 3262263437 shares to 3257817490 shares, and the registered capital will be reduced from 3262263437 yuan to 3257817490 yuan. The expected changes in the company’s share capital structure are as follows:
Before this change, after this change
Share type (share)
Quantity (share) proportion quantity (share) proportion
1、 Limited sales conditions: flow 586834766 17.99% 0 586834766 18.01% through shares
2、 Unlimited conditional flow 2675428671 82.01% – 4445947 2670982724 81.99% through shares
3、 Total share capital 3262263437 100.00% – 4445947 3257817490 100.00%
Note: the actual situation of the above changes in share capital structure shall be subject to the share capital structure table issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
This cancellation of repurchased shares will not damage the interests of the company and small and medium-sized investors, nor will it lead to the company’s equity distribution not meeting the listing conditions, nor will it affect the listing status of the company.
4、 Independent opinions of independent directors
After examination, we believe that the cancellation of repurchased shares and the reduction of registered capital comply with the relevant provisions of the company law, the securities law and other laws and regulations. When voting on the proposal, the board of directors performed the necessary deliberation procedures and complied with the provisions of relevant laws, regulations and normative documents. The cancellation and repurchase of shares and reduction of registered capital of the company do not harm the interests of shareholders, especially the majority of minority shareholders. Therefore, we agree to cancel the repurchase of shares and reduce the registered capital of the company, and agree to submit the matter to the general meeting of shareholders for deliberation.
5、 Documents for future reference
1. Resolutions of the fourth (Interim) meeting of the Fifth Board of directors;
2. Resolutions of the fourth (Interim) meeting of the Fifth Board of supervisors;
3. Independent opinions of independent directors on relevant matters.
It is hereby announced.
Ofilm Group Co.Ltd(002456) board of directors February 11, 2022
