Securities code: 002456 securities abbreviation: Ofilm Group Co.Ltd(002456) Announcement No.: 2022-011
Announcement of resolutions of the fourth (Interim) meeting of the Fifth Board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The fourth (Interim) meeting of the Fifth Board of directors of Ofilm Group Co.Ltd(002456) (hereinafter referred to as “the company”) was held by means of communication on February 11, 2022. The notice of this meeting was sent by mail and telephone on February 8, 2022. The meeting was presided over by the chairman, Mr. Cai Rongjun. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. 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.
The directors of the company, Mr. Zhao Wei, Mr. Huang Lihui and Mr. Guan Saixin, are the incentive objects of this incentive plan. As related directors, they have avoided voting, and other non related directors participated in the voting of this proposal.
Independent opinions of independent directors: after verification, the independent directors of the company believe that the relevant matters of the company’s 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.
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: 6 in favor, 0 against, 0 abstention and 3 abstention.
2、 The proposal on granting stock options to incentive objects was deliberated and adopted
Mr. Zhao Wei, Mr. Huang Lihui and Mr. Guan Saixin, the directors of the company, are the incentive objects of the incentive plan. As affiliated directors, they have avoided voting, and other non affiliated directors participated in the voting of the proposal.
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.
Independent opinions of independent directors:
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.
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: 6 in favor, 0 against, 0 abstention and 3 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.
Independent opinions of independent directors: after review, we believe that the cancellation of share repurchase and 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.
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: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on capital increase of subsidiaries was deliberated and adopted
The company plans to increase its wholly-owned subsidiary Jiangxi Jingchao optics Co., Ltd. by 90 million yuan in cash, with its own funds as the source of funds.
Independent opinions of independent directors: after review, we believe that the capital increase to the subsidiary complies with the relevant provisions of the company law, the securities law, the 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.
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: 9 in favor, 0 against and 0 abstention.
5、 The notice on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
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: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Ofilm Group Co.Ltd(002456) board of directors February 11, 2022
