Securities code: 688010 securities abbreviation: Fujian Forecam Optics Co.Ltd(688010) Announcement No.: 2022-011 Fujian Forecam Optics Co.Ltd(688010)
Announcement on public solicitation of entrusted voting rights by independent directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important:
Starting and ending time of solicitation of entrusted voting rights: from February 27, 2022 to February 28, 2022
Voting opinions of the collector on all voting matters: it is agreed that the collector does not hold shares of the company
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), and in accordance with the entrustment of other independent directors of Fujian Forecam Optics Co.Ltd(688010) (hereinafter referred to as the “company”), Mr. Hu Jirong, an independent director, is the collector, Solicit entrusted voting rights from all shareholders of the company on the relevant proposals of the company’s 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) to be considered at the first extraordinary general meeting of the company in 2022 to be held on March 3, 2022. 1、 Basic information of the collector, voting opinions on voting matters and reasons
As the collector, Mr. Hu Jirong, an independent director, made and signed this announcement by soliciting entrusted voting rights from all shareholders on the relevant proposals of the incentive plan considered at the first extraordinary general meeting of the company in 2022 in accordance with the management measures and the entrustment of other independent directors.
1. The basic information of the recruiter is as follows:
Mr. Hu Jirong, Chinese nationality, without permanent residency abroad, was born in August 1956, master of business administration, professor and certified public accountant. Successively: teaching assistant and lecturer of Yangzhou University, vice president and professor of Zhicheng College of Fuzhou University; Currently: Fujian Forecam Optics Co.Ltd(688010) , China green food (holding) Co., Ltd., Fujian Yongfu Power Engineering Co.Ltd(300712) , Sichuan Sichuan Furong Technology Co.Ltd(603327) Co., Ltd., Fujian Rongji Software Co.Ltd(002474) independent director, Fujian Fulan Optical Co., Ltd., independent director, Professor of School of economics and management, Fuzhou University.
2. The collector does not hold the company’s shares, has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
3. The solicitor and its main immediate family members have not reached any agreement or arrangement on matters related to the equity of the company; As an independent director of the company, he has no interest relationship with the directors, senior managers, major shareholders and their affiliates of the company and with this solicitation.
4. As an independent director of the company, Participated in the fourth meeting of the third board of directors held by the company on February 15, 2022, and made comments on the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary and the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022 and other proposals voted for approval.
Voting reason: the implementation of this incentive plan can improve the incentive and restraint mechanism of the company and improve the sustainable development ability of the company; Enable operators and shareholders to form a community of interests, improve management efficiency and operators’ enthusiasm, creativity and sense of responsibility, and finally improve the company’s performance. The company’s implementation of this incentive plan will not damage the interests of the company and all its shareholders. 2、 Basic information of this shareholders’ meeting
(I) meeting time
1. On site meeting time: 15:00 on March 3, 2022
2. Online voting time: March 3, 2022
The shareholders’ meeting of the company adopts the online voting system of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
(II) meeting place
Venue: conference room of the company, No. 158, Jiangbin East Avenue, Mawei District, Fuzhou City, Fujian Province
(III) proposals requiring proxy voting rights
The soliciter solicits the entrusted voting rights of all shareholders of the company for the proposals related to the incentive plan considered at the first extraordinary general meeting of shareholders in 2022. The proposals requiring entrusted voting are as follows:
Type of voting shareholder
Serial number proposal name A-share shareholder
Non cumulative voting motion
1 about the company’s restricted stock incentive plan in 2022 (Draft) > and √
Proposal on its summary
2. Assessment management on the implementation of the company’s restricted stock incentive plan in 2022 √
Proposal on management measures
3. Notice on submitting to the general meeting of shareholders to authorize the board of directors to handle restricted shares in 2022 √
Proposal on matters related to ticket incentive plan
The above proposal has been deliberated and adopted at the fourth meeting of the third board of directors of the company, and the announcement of relevant resolutions was published on the website of Shanghai Stock Exchange (www.sse. Com. CN) on February 16, 2022. 3、 Solicitation scheme
In accordance with the current laws, administrative regulations, normative documents and the articles of association of the company, the collector has formulated the scheme for the collection of entrusted voting rights. The specific contents are as follows:
(I) solicitation object: all shareholders of the company who have registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch and gone through the registration procedures for attending the meeting as of the afternoon of February 24, 2022.
(II) collection time: from February 27, 2022 to February 28, 2022 (9:30-11:30, 13:00-15:00 every day)
(III) collection procedure
1. Fill in the power of attorney for public solicitation of voting rights of independent directors (hereinafter referred to as the “power of attorney”) item by item according to the format and content determined in the annex to this announcement.
2. Submit the power of attorney and other relevant documents signed by me to the office of the board of directors of the company entrusted by the collector; The office of the board of directors of the company shall sign and receive the power of attorney and other relevant documents for the solicitation of voting rights:
(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, a copy of the identity certificate of the legal representative, the original power of attorney and a copy of the shareholder’s account card; All documents provided by the legal person shareholder in accordance with this article shall be signed page by page by the legal representative and stamped with the official seal of the shareholder unit;
(2) If the shareholder who entrusts to vote is an individual shareholder, he / she shall submit a copy of his / her ID card, the original power of attorney and a copy of the shareholder’s account card;
(3) If the power of attorney is signed by another person authorized by the shareholder, the power of attorney shall be notarized by the notary organ and submitted together with the original power of attorney; The power of attorney signed by the shareholder himself or the legal representative of the shareholder unit does not need to be notarized.
3. After the entrusted voting shareholders have prepared relevant documents according to the above requirements, they shall deliver the power of attorney and relevant documents by personal delivery, registered letter or express mail within the collection time, and deliver them at the address specified in this announcement; If registered mail or express mail is adopted, the date stamped by the post office at the place of arrival shall be the date of service.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Address: Securities Department Fujian Forecam Optics Co.Ltd(688010) No. 158 Jiangbin East Avenue, Mawei District, Fuzhou City, Fujian Province zip code: 350015
Tel. / Fax: 0591-38133727
Email: [email protected].
Contact: Huang Jian, Tu Xiaodan
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark the words “power of attorney for public solicitation of voting rights by independent directors” in a prominent position.
(IV) after the documents submitted by the entrusted voting shareholders are delivered and reviewed by the witness lawyer of the law firm, the authorized entrustment meeting all the following conditions will be confirmed as valid:
1. The power of attorney and relevant documents have been delivered to the designated place in accordance with the requirements of the solicitation procedure of this announcement;
2. Submit the power of attorney and relevant documents within the solicitation time;
3. The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this announcement, the content of the authorization is clear, and the relevant documents submitted are complete and effective;
4. The power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders.
(V) if a shareholder repeatedly authorizes the collector of his voting rights on the solicitation, but the contents of his authorization are different, the power of attorney signed by the shareholder last time shall be valid. If the signing time cannot be judged, the power of attorney received last shall be valid. If the order of receiving time cannot be judged, the collector shall ask the authorizer to confirm by inquiry, If the authorization content cannot be confirmed in this way, the authorization delegation is invalid.
(VI) after the shareholder authorizes the collector to vote on the solicitation, the shareholder can attend the meeting in person or by proxy, but has no voting right on the solicitation.
(VII) under the following circumstances of the confirmed valid authorization, the collector can deal with it in accordance with the following methods: 1. After the shareholder entrusts the voting right of the collection to the collector, and expressly revokes the authorization to the collector in writing before the deadline of on-site meeting registration, the collector will recognize that its authorization to the collector will automatically become invalid;
If the authorization to the collector is explicitly revoked in writing before the registration time of the meeting, the collector will recognize that its authorization to the collector will automatically become invalid; If the authorization to the collector is not explicitly revoked in writing before the deadline of on-site meeting registration, the authorization to the collector shall be the only valid authorization;
3. The shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and choose one of the consent, objection and waiver. If more than one is selected or not selected, the soliciter will deem its authorization invalid. Annex: power of attorney for public solicitation of voting rights of independent directors
It is hereby announced.
Collected by: Hu Jirong February 16, 2022 Annex:
Fujian Forecam Optics Co.Ltd(688010)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that before signing this power of attorney, I / we have carefully read the Fujian Forecam Optics Co.Ltd(688010) announcement on public solicitation of entrusted voting rights by independent directors, Fujian Forecam Optics Co.Ltd(688010) notice on convening the first extraordinary shareholders’ meeting in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights, We have fully understood the relevant conditions of this solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Mr. Hu Jirong, an independent director of Fujian Forecam Optics Co.Ltd(688010) to attend the first extraordinary general meeting of the company in 2022 as my / the company’s agent, and exercise the right to vote on the matters considered at the following meeting according to the instructions of this power of attorney.
No. name of non cumulative voting proposal agree against abstain
1. About the company’s incentive plan for restricted shares in 2022
Summary of draft proposal
2 about the company’s incentive plan for restricted shares in 2022
Proposal on the implementation of assessment management measures
Proposal for the general meeting of shareholders to authorize the board of directors to handle
3. Matters related to the restricted stock incentive plan in 2022
Proposal
(the client shall express authorization opinions on each proposal. The specific authorization shall be subject to “√” in the corresponding box, and failure to fill in shall be deemed as waiver)
Name of the client (signature or seal):
The ID number or business license number of the entrusting shareholder is:
Number of shares held by entrusted shareholders:
Entrusted shareholder’s securities account No.:
Signed on:
Validity period of this authorization: from the signing date to the end of the first extraordinary general meeting of shareholders in 2022.
