Opinions of the board of supervisors on relevant matters
1、 Opinions on the proposal on adjusting matters related to the 2021 stock option incentive plan
After review, the board of supervisors believes that the company’s adjustment of the list of incentive objects and the distribution of stock options in the 2021 stock option incentive plan complies with the provisions of relevant laws, regulations and normative documents such as the administrative measures for equity incentive of listed companies and the requirements of the company’s 2021 stock option incentive plan, and there is no damage to the interests of shareholders. The adjusted incentive object meets the conditions as an incentive object specified in relevant laws, regulations and normative documents. The board of supervisors agreed to adjust the relevant matters of the company’s 2021 stock option incentive plan.
2、 Opinions on the proposal on granting stock options to incentive objects
After verifying whether the incentive objects determined in the incentive plan meet the grant conditions, the board of supervisors of the company believes that:
1. Except that 90 incentive objects no longer meet the qualification of incentive objects due to resignation and 5 overseas incentive objects fail to open securities accounts in time, the list of incentive objects granted with stock options in this incentive plan is consistent with the list of incentive objects specified in the company’s 2021 stock option incentive plan (Revised Draft) approved by the company’s first extraordinary general meeting in 2022.
2. All the incentive objects of this incentive plan have the qualifications specified in the company law, the articles of association and other laws, regulations and normative documents, meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other documents, and there is no situation that they should not be incentive objects specified in Article 8 of the administrative measures, There are no independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children among the incentive objects. The subject qualification of the incentive object granted stock options this time is legal and effective, and meets the conditions for granting stock options.
3. The company and the incentive objects of the incentive plan have not been prohibited from granting rights and interests, and the granting conditions specified in the incentive plan have been met.
In conclusion, the board of supervisors considered that the grant conditions specified in the stock option incentive plan of the company had been met and agreed to grant 240.777 million stock options to 2529 incentive objects on February 11, 2022.
Supervisor: Luo Yonghui, Haijiang, Lin Hongping
Ofilm Group Co.Ltd(002456) board of supervisors February 11, 2022
