Securities code: 688010 securities abbreviation: Fujian Forecam Optics Co.Ltd(688010) Announcement No.: 2022-010 Fujian Forecam Optics Co.Ltd(688010)
2022 restricted stock incentive plan (Draft) summary announcement
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 content tips:
Equity incentive methods: class I restricted stocks and class II restricted stocks
Source of shares: the company repurchases the company’s A-share common shares from the secondary market and / or issues the company’s A-share common shares to the incentive object.
Total equity of equity incentive and total number of underlying shares involved:
The Fujian Forecam Optics Co.Ltd(688010) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)” and “this incentive plan”) intends to grant a total of no more than 1149800 shares to the incentive object, accounting for about 0.75% of the company’s total share capital of 153581943 shares at the time of announcement of the draft incentive plan, and there is no reserved interest.
1、 Purpose of equity incentive plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, make all parties pay common attention to the long-term development of the company, and improve the company’s market competitiveness and sustainable development ability, On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, and in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) The incentive plan is formulated in accordance with relevant laws, regulations, normative documents and the provisions of the articles of association, such as the Listing Rules of Shanghai Stock Exchange on the Kechuang board (hereinafter referred to as the “Listing Rules”), the self regulatory guide for listed companies on the Kechuang board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “self regulatory guide”).
As of the announcement date of the incentive plan, the company has no other equity incentive plan being implemented or implemented.
2、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive plan includes two parts: the first type of restricted stock incentive plan and the second type of restricted stock incentive plan. Class I restricted shares and class II restricted shares will be granted after the relevant procedures are performed. Incentive objects who meet the conditions for granting restricted shares of category I of the incentive plan will obtain the A-share common shares repurchased and / or reissued by the company from the secondary market at the grant price. These shares will be subject to a certain period of restricted sale period, and the restricted sale and circulation can be lifted only after reaching the conditions for lifting the restricted sale stipulated in the incentive plan. The incentive objects who meet the conditions for the grant of class II restricted shares of the incentive plan will obtain the A-share common shares repurchased and / or reissued by the company from the secondary market in batches at the grant price after meeting the corresponding attribution conditions, and these shares will be registered in the registration and settlement company.
The incentive object will exercise the rights and interests in several times according to the agreed proportion, and each exercise of rights and interests is subject to meeting the corresponding conditions for exercising rights and interests.
(II) source of underlying stock
The stock source of this incentive plan is the company’s A-share common stock repurchased from the secondary market and / or the directional issuance of the company’s A-share common stock to the incentive object.
3、 Number of rights and interests to be granted under the equity incentive plan
The incentive plan intends to grant no more than 1149800 shares of equity to the incentive objects, accounting for about 0.75% of the company’s total share capital of 153581943 shares at the time of announcement of the draft incentive plan, and there is no reserved equity.
Among them, the total amount of class I restricted shares granted is 612300 shares, accounting for 0.40% of the total share capital of the company at the time of announcement of the draft incentive plan and 53.25% of the total rights and interests to be granted under the incentive plan.
The total amount of restricted shares granted in the second category is 537500 shares, accounting for 0.35% of the total share capital of the company at the time of announcement of the draft incentive plan and 46.75% of the total rights and interests to be granted in the incentive plan.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 20% of the total share capital of the company on the announcement date of the draft incentive plan. The cumulative number of shares granted to any incentive object through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company on the date of announcement of the draft incentive plan.
From the date of announcement of the draft incentive plan to the completion of the registration of the first type of restricted shares granted to the incentive object or the vesting of the second type of restricted shares granted to the incentive object, if the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares and so on, the number of restricted shares granted / vested will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
4、 Determination basis and scope of incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guidelines and other relevant laws and regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
The proposed incentive objects of the incentive plan comply with the provisions of Article 8 of the administrative measures, and there are no following circumstances that may not become incentive objects:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
2. Job basis for determining incentive objects
The incentive objects of this incentive plan are the directors, senior managers, core technicians and other personnel that the board of directors deems necessary to be encouraged (excluding the independent directors, supervisors, foreign employees, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children). All incentive objects shall be nominated by the remuneration and assessment committee of the board of directors of the company and verified and determined by the board of supervisors of the company.
(II) total number and proportion of incentive objects
The total number of objects to be encouraged by the first type of restricted stock and the second type of restricted stock in the incentive plan is 80, accounting for about 4.10% of the total number of 1950 employees at the end of December 2021, including:
(1) Directors, senior managers and core technicians of the company;
(2) Other personnel deemed necessary by the board of directors.
Among the above incentive objects, the directors of the company must be elected by the general meeting of shareholders of the company, and the senior managers must be elected by the general meeting of shareholders
Appointment by the board of directors. All incentive objects must have employment and employment relationship with the company within the validity of this incentive plan
Or labor relations.
(III) distribution of restricted shares granted to incentive objects
1. Overview of class I restricted shares to be granted
The total number of class I restricted shares granted in the incentive plan is 612300 shares, accounting for the total number of shares in the draft incentive plan
0.40% of the total share capital of the company at the time of reporting, accounting for 53.25% of the total equity to be granted under the incentive plan.
The distribution of class I restricted stocks among incentive objects is shown in the table below:
Proportion of the granted incentive plan to the total amount of the company’s share capital (10000 shares) on the date of notification
1、 Directors, senior managers and core technicians
1 Tang Xiue, Chinese director 10.43 9.07% 0.07%
2 Hou Yanping, Chinese director 10.42 9.06% 0.07%
3 Huang Jian, Secretary of the board of directors of China 10.42 9.06% 0.07%
Deputy general manager and chief engineer
4 Xiao Weijun, Chinese engineer division, core technology 3.53 3.07% 0.02%
personnel
5 Ni Zhengxiong, director of China 2.12 1.84% 0.01%
6 he Wuqiang, deputy general manager of China 2.12 1.84% 0.01%
7 Xie Zhongheng, CFO of China 6.34 5.51% 0.04%
8 Huang Denghui, deputy general manager of China 6.34 5.51% 0.04%
9 Jiang Wei, deputy general manager of China 3.17 2.76% 0.02%
10 he Wenqiu, director of China 3.17 2.76% 0.02%
2、 Other personnel considered by the board of directors to need incentive (1 person) 3.17 2.76% 0.02%
Total (11 persons) 61.23 53.25% 0.40%
Note: (1) the total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed the total number of shares of the company
20% of the total share capital. Any incentive object in the incentive plan is paid by all equity incentive plans within the validity period
The cumulative number of restricted shares granted does not exceed 1% of the total share capital of the company.
(2) The incentive objects participating in the incentive plan do not include independent directors, supervisors, foreign employees, individual or total
Shareholders or actual controllers holding more than 5% of the company’s shares and their spouses, parents and children.
(3) The difference in mantissa between the sum of the above total and each detailed number is caused by rounding.
2. Overview of class II restricted shares to be granted
The total number of restricted shares granted in the second category of the incentive plan is 537500 shares, accounting for the total number of shares in the draft of the incentive plan
0.35% of the total share capital of the company at the time of reporting, accounting for 46.75% of the total equity to be granted under the incentive plan.
The distribution of class II restricted stocks among incentive objects is shown in the table below:
The proportion of the number of granted rights and interests in the proportion of the incentive plan to the total number of granted rights and interests of the company on the announcement date
1、 Core technical personnel
1 Liu Hui China’s core technology 1.1 0.96% 0.01%
personnel
2 weeks treasure China core technology 0.83 0.72% 0.01%
personnel
3 Lin Chunsheng China core technology 1.1 0.96% 0.01%
personnel
4 Qu Lihui China core technology 1.38 1.20% 0.01%
personnel
5 Zhang Shizhong China’s core technology 1.1 0.96% 0.01%
