Independent opinions of independent directors on relevant matters
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. In accordance with the requirements of the guiding opinions on the establishment of independent director system in listed companies, the standards for the governance of listed companies and the relevant provisions of the articles of association, as independent directors of the company, based on our independent judgment, we express the following independent opinions on the relevant bills and other matters considered at this meeting:
1、 Independent opinions on matters related to the adjustment of 2021 stock option incentive plan
After verification, the independent directors of the company believe that the matters related to the adjustment of the list of incentive objects of the 2021 stock option incentive plan and the distribution of the number of stock options comply with the relevant provisions of the company’s 2021 stock option incentive plan and the administrative measures for equity incentive of listed companies. The content of this adjustment is within the scope of authorization given to the board of directors by the company’s first extraordinary general meeting in 2022. The adjusted incentive objects of the company are not prohibited from being granted stock options, and the subject qualification is legal and effective; The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and all shareholders. In conclusion, we unanimously agree that the board of directors of the company will adjust the number of incentive objects and the distribution of stock options.
2、 Independent opinions on granting stock options to incentive objects
As an independent director of the company, we have carefully considered the proposal of the company granting stock options to incentive objects, and our opinions are as follows:
1. The board of directors determined that the grant date of the incentive plan of the company is February 11, 2022, which complies with the administrative measures and the provisions on the grant date of stock options in the incentive plan. At the same time, this grant also complies with the conditions on the grant of stock options to incentive objects in the incentive plan.
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects granted with stock options by the company comply with the provisions of the company law, management measures and other laws and regulations and the articles of association on the qualification of the incentive plan, the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the incentive plan, The qualification and effectiveness of the incentive plan of the company.
4. The company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to incentive objects.
5. The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, stimulate the fighting spirit of employees, fully mobilize their enthusiasm and creativity, and enhance the sense of responsibility and mission of the company’s outstanding talents for the sustainable and healthy development of the company, which is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
In conclusion, we believe that the grant conditions specified in the stock option incentive plan of the company have been met, and we unanimously agree that the incentive plan of the company will grant 240.777 million stock options to 2529 incentive objects on February 11, 2022.
3、 Independent opinions on cancellation of repurchased shares and reduction of registered capital
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.
4、 Independent opinions on capital increase of subsidiaries
After examination, we believe that the capital increase to the subsidiary complies with the relevant provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange 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, There is no situation that damages the interests of shareholders, especially the majority of minority shareholders. We agree to the capital increase to the subsidiary. independent director:
Cai Yuanqing, Zhang Hanbin, Chen Junfa
February 11, 2022
