Securities code: 002456 securities abbreviation: Ofilm Group Co.Ltd(002456) Announcement No.: 2022-014 Ofilm Group Co.Ltd(002456)
Announcement on granting stock options to incentive objects
The board of directors shall be jointly and severally liable for the truthfulness, omission and material misrepresentation of the contents of the announcement or the misleading statements of all members of the company.
Ofilm Group Co.Ltd(002456) (hereinafter referred to as “the company”) held the fourth (Interim) meeting of the Fifth Board of directors on February 11, 2022, which deliberated and adopted the proposal on granting stock options to incentive objects. Six directors participated in the voting of the proposal, and the deliberation results were 6 affirmative votes, 0 negative votes and 0 abstention votes. The affiliated directors Mr. Zhao Wei, Mr. Huang Lihui Mr. Guan Saixin abstained from voting. On the same day, the company held the fourth (Interim) meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on granting stock options to incentive objects. The specific conditions are described as follows:
1、 Relevant approval procedures of the incentive plan have been performed
1. On September 27, 2021, the company held the 50th (Interim) meeting of the Fourth Board of directors, The proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 stock option incentive plan, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option incentive plan and other proposals were deliberated and passed. Six directors participated in the voting on the proposal, The review result was 6 in favor, 0 against and 0 abstention. The related directors Mr. Zhao Wei, Mr. Huang Lihui and Mr. Guan Saixin avoided voting. The independent directors of the company expressed independent opinions on the relevant proposals of the company’s 2021 stock option incentive plan (hereinafter referred to as the “incentive plan”). Please refer to cninfo.com for details（ http://www.cn.info.com.cn./ ）And securities times, China Securities News, Shanghai Securities News and Securities Daily.
2. On September 27, 2021, the company held the 31st (Interim) meeting of the Fourth Board of supervisors, The proposal on the company’s 2021 stock option incentive plan (Draft) > and its summary, the proposal on the company’s assessment and management measures for the implementation of 2021 stock option incentive plan, and the proposal on reviewing the list of incentive objects of the company’s 2021 stock option incentive plan were reviewed and approved. Please refer to cninfo.com for details（ http://www.cn.info.com.cn./ ）And securities times, China Securities News, Shanghai Securities News and Securities Daily.
3. From September 28, 2021 to October 9, 2021, the company publicized the names and positions of the incentive objects of the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection to the above list of incentive objects. On December 31, 2021, the company was on cninfo.com（ http://www.cn.info.com.cn./ ）The announcement and verification opinions on the list of incentive objects of the company’s 2021 stock option incentive plan (Announcement No.: 2021-142) were disclosed on the.
4. On December 20, 2021, the company held the second (Interim) meeting of the Fifth Board of directors, deliberated and adopted the proposal on the company’s stock option incentive plan in 2021 (Revised Draft) and its summary. Six directors participated in the voting of the proposal, and the deliberation results were 6 in favor, 0 against and 0 abstention. The affiliated directors Mr. Zhao Wei, Mr. Huang Lihui Mr. Guan Saixin abstained from voting. On the same day, the company held the second (Interim) meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on the company’s 2021 stock option incentive plan (Revised Draft) and its summary, and the proposal on adjusting the list of incentive objects of the company’s 2021 stock option incentive plan. Please refer to cninfo.com for details（ http://www.cn.info.com.cn./ ）And securities times, China Securities News, Shanghai Securities News and Securities Daily.
5. On January 7, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the company’s 2021 stock option incentive plan (Revised Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option incentive plan were reviewed and approved. At the same time, the company conducted a self-examination on the trading of the company’s shares by insiders and incentive objects six months before the announcement of this incentive plan, and found no case of stock trading by insiders using insider information. On January 8, 2022, the company was on cninfo.com（ http://www.cn.info.com.cn./ ）The self inspection report on the trading of company shares by insiders and incentive objects of 2021 stock option incentive plan (Announcement No.: 2022-001) was disclosed on the website.
6. On February 11, 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, deliberated and adopted the proposal on adjusting matters related to the 2021 stock option incentive plan and the proposal on granting stock option to incentive objects. Six directors participated in the voting of the proposal, and the deliberation result was 6 affirmative votes, There were no negative votes and no abstention, and the related directors Mr. Zhao Wei, Mr. Huang Lihui and Mr. Guan Saixin avoided voting. The independent directors of the company expressed their independent opinions on the matter. The board of supervisors verified the list of incentive objects granted stock options this time.
2、 Differences between the incentive plan and the incentive plan approved by the general meeting of shareholders
Whereas 90 of the incentive objects identified 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. The board of directors of the company decided to adjust the list of incentive objects of the incentive plan according to the authorization of the first extraordinary general meeting of shareholders in 2022. On February 11, 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, deliberated and adopted the proposal on adjusting matters related to the 2021 stock option incentive plan. The number of incentive objects granted for the first time in the incentive plan was adjusted from 2624 to 2529, The number of stock options granted for the first time was changed 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.
3、 Notes of the board of directors on meeting the grant conditions
According to the “conditions for granting stock options” in the incentive plan, the company can grant stock options to incentive objects only when the following conditions are met:
(I) the company is not under any of the following circumstances:
1. The financial and 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 latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is not allowed according to 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. In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
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. 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.
After careful verification, the board of directors of the company considers that the grant conditions specified in the incentive plan have been met and agrees
It is determined to grant 240.777 million stock options to 2529 incentive objects who meet the grant conditions on February 11, 2022, with the exercise price of 8.36 yuan / share.
4、 Details of the award of this incentive plan
1. Grant date: February 11, 2022;
2. Number of shares granted: 240.777 million shares;
3. Number of persons granted: 2529;
4. Exercise price: 8.36 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, the allotment of shares and the distribution of dividends, the exercise price of stock options will be adjusted accordingly.
5. Stock source: the stock source is the company’s A-share common stock issued to the incentive object; 6. The list of incentive objects and the stock options granted are as follows:
Serial number name the proportion of the stock period granted by the position in the total number of shares granted this time in the total number of options of the company (10000 shares)
1 Zhao Wei, vice chairman and general manager 500.00 1.98% 0.15%
2 Huang Lihui, director and deputy general manager 150.00 0.59% 0.05%
3 Guan Saixin, director and deputy general manager 200.00 0.79% 0.06%
4 Yang Yiming, deputy general manager 200.00 0.79% 0.06%
Deputy general manager and board of directors
5 Guo Rui 200.00 0.79% 0.06% Secretary
6 Zeng zhaohao CFO 200.00 0.79% 0.06%
7 Li Yingping, deputy general manager 85.60 0.34% 0.03%
8 Yang Xiaobo, deputy general manager 100.00 0.40% 0.03%
9 Yao Fei, deputy general manager 150.00 0.59% 0.05%
Subtotal of directors and senior management (9 persons) 1785.60 7.06% 0.55%
Other personnel deemed necessary by the board of directors
22292.10 88.09% 6.83% (2520 people)
Total number of First grants (2529) 24077.70 95.14% 7.38%
Reserved part 1229.40 4.86% 0.38%
Total 25307.10 100.00% 7.76%
Note: if the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
7. The validity period, waiting period and exercise arrangement of the incentive plan:
(1) The validity period of the incentive plan shall be from the date of grant of stock options to the date of full exercise or cancellation, and the maximum period shall not exceed 72 months.
(2) Waiting period for this incentive plan
The time period from the grant date of stock option to the exercise date of stock option is the waiting period. Different waiting periods are applicable to the stock options granted to incentive objects, which are calculated from the grant date, and the interval between the grant date and the first exercise date shall not be less than 12 months. The waiting periods of stock options granted for the first time are 14 months, 26 months and 38 months respectively, and the waiting periods of stock options reserved for grant are 14 months, 26 months and 38 months respectively. The stock options granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts.
(3) Exercise arrangement of this incentive plan
The exercise arrangement of stock options granted for the first time / reserved for grant is shown in the table below:
Exercise arrangement exercise time exercise proportion
The initial / reserved stock grant period starts from the first trading day 14 months after the initial / reserved grant date to the grant date
30% on the last trading day within 26 months from the date of the first exercise period
The initial / reserved stock grant period starts from the first trading day 26 months after the initial / reserved grant date to the grant date
