Securities code: 002456 securities abbreviation: Ofilm Group Co.Ltd(002456) Announcement No.: 2022-013 Ofilm Group Co.Ltd(002456)
Matters related to the adjustment of 2021 stock option incentive plan
Announcement of
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, and deliberated and adopted the proposal on adjusting matters related to the 2021 stock option incentive plan, In accordance with the relevant provisions of the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the 2021 stock option incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan” or the “2021 stock option incentive plan”) and the authorization of the company’s first extraordinary general meeting in 2022, Adjust the relevant matters of the incentive plan. Six directors participated in the voting of the proposal. The deliberation result was 6 votes in favor, 0 votes against and 0 abstention. Related directors Mr. Zhao Wei, Mr. Huang Lihui and Mr. Guan Saixin avoided voting. On the same day, the company held 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 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、 Description of this adjustment
Among the incentive objects determined in the incentive plan, 90 incentive objects 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.
According to the authorization of the company’s first extraordinary general meeting in 2022, this adjustment does not need to be submitted to the company’s general meeting for deliberation. The adjusted list of incentive objects and the distribution of stock options 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%
Serial number name position granted shares of the current grant shares of the total shares of the company
Number of options (10000) proportion of total options
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.
3、 Impact of this adjustment on the company
The company’s adjustment of the granting objects of the 2021 stock option incentive plan and the number of stock options will not have a material impact on the company’s financial status and operating results, and there is no damage to the interests of the company and its shareholders.
4、 Independent opinions of independent directors
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.
5、 Opinions 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, 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.
6、 Legal opinions issued by lawyers
Xinda lawyer believes that as of the date of issuance of this legal opinion, the adjustment and first authorization of the incentive plan of the company have obtained the necessary approval and authorization at this stage; The adjustment and first authorization of the incentive plan comply with the management measures and relevant laws and regulations. The company still needs to perform the corresponding information disclosure obligations in accordance with the provisions of relevant laws, regulations, rules and normative documents, and handle relevant registration and settlement matters with the securities registration and settlement institution.
7、 Documents for future reference
1. Resolutions of the fourth (Interim) meeting of the Fifth Board of directors of the company;
2. Resolutions of the fourth (Interim) meeting of the Fifth Board of supervisors of the company;
3. Independent opinions of independent directors on relevant matters;
4. Legal opinion of Guangdong Xinda law firm on the adjustment and initial authorization of Ofilm Group Co.Ltd(002456) 2021 stock option incentive plan.
It is hereby announced.
Ofilm Group Co.Ltd(002456) February 11, 2022
