Securities code: 002456 securities abbreviation: Ofilm Group Co.Ltd(002456) Announcement No.: 2022-012
Announcement of resolutions of the fourth (Interim) meeting of the Fifth Board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The fourth (temporary) meeting of the Fifth Board of supervisors of Ofilm Group Co.Ltd(002456) (hereinafter referred to as “the company”) was held by means of communication on February 11, 2022, and the notice of this meeting was delivered by mail and telephone on February 8, 2022. The meeting was presided over by Mr. Luo Yonghui, chairman of the board of supervisors. The meeting was held in accordance with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of supervisors. After deliberation, the meeting formed the following resolutions:
1、 The proposal on adjusting relevant matters of 2021 stock option incentive plan was deliberated and adopted
Whereas 90 of the incentive objects identified in the company’s 2021 stock option incentive plan (Revised Draft) (hereinafter referred to as “the incentive plan” or “2021 stock option 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 and the number of stock options of the incentive plan according to the authorization of the first extraordinary general meeting of shareholders in 2022. After adjustment, the number of incentive objects granted by the company for the first time in the incentive plan was adjusted from 2624 to 2529, and the number of stock options granted for the first time was changed from 248.734 million shares to 240.777 million shares.
Opinion of the board of supervisors: 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, There is no situation that damages 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.
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.
Voting results: 3 in favor, 0 against and 0 abstention.
2、 The proposal on granting stock options to incentive objects was deliberated and adopted
Opinions of the board of supervisors:
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.
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.
Voting results: 3 in favor, 0 against and 0 abstention.
3、 The proposal on cancellation of repurchased shares and reduction of registered capital was deliberated and adopted
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. The company plans to cancel 4445947 shares deposited in the special securities account for stock repurchase and reduce the registered capital of the company accordingly.
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.
Voting results: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Ofilm Group Co.Ltd(002456) board of supervisors February 11, 2022
