Fujian Forecam Optics Co.Ltd(688010)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the restricted stock incentive plan of Fujian Forecam Optics Co.Ltd(688010) (hereinafter referred to as the “company”) in 2022 (hereinafter referred to as the “incentive plan”), form a good and balanced value distribution system, and encourage the directors, senior managers, core technicians and other personnel deemed necessary by the board of directors to work honestly and diligently, To ensure the realization of the company’s development strategy and business objectives, in accordance with the provisions of relevant laws, regulations, normative documents and the articles of association, such as the company law, the securities law, the measures for the administration of equity incentive of listed companies, the Listing Rules of the Shanghai Stock Exchange on the science and innovation board, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information, etc, These measures are formulated in combination with the actual situation of the company. 1、 Assessment purpose
In order to further improve the corporate governance structure of the company, improve the performance evaluation system and incentive mechanism of the company’s management team and core backbone, improve the performance evaluation system of the company’s incentive objects by comprehensively and objectively evaluating the work performance of the directors, senior managers, core technicians and other personnel that the board of directors deems necessary to be encouraged, Ensure the smooth implementation of the incentive plan and promote the realization of the company’s long-term strategic objectives.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate in strict accordance with the measures and the performance of the assessment object, so as to realize the close combination of the incentive plan with the work performance and contribution of the incentive object, so as to improve the level of management performance and maximize the interests of the company and all shareholders.
3、 Assessment scope
The measures are applicable to all incentive objects participating in the incentive plan.
4、 Assessment organization
1. The remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment of incentive objects. 2. Under the guidance of the remuneration and appraisal committee of the board of directors, the human resources department of the company is responsible for the specific appraisal work, saves the appraisal results, forms a performance appraisal report on this basis and submits it to the remuneration and appraisal committee of the board of directors.
3. The human resources department, finance department and other relevant departments of the company are responsible for the collection and provision of relevant assessment data, and are responsible for the authenticity and reliability of the data.
4. The board of directors of the company is responsible for reviewing the assessment results.
5、 Performance evaluation indicators and standards
1. Company level performance assessment requirements
The company level assessment year of class I restricted stocks and class II restricted stocks in the incentive plan is three fiscal years from 2022 to 2024, and the assessment is conducted once in each fiscal year. According to the operating income of each assessment year, determine the sales restriction lifting / attribution period corresponding to the performance assessment objectives of each year and the proportion of sales restriction lifting / attribution at the company level. The annual performance assessment objectives of class I restricted stocks and class II restricted stocks at the company level are shown in the table below:
Target value (AM) trigger value (an) corresponding to the release of sales restriction / attribution period
Nuclear year
The first lifting of restrictions on sales / vesting period is 2022 billion yuan and 850 million yuan
The second release / vesting period is 2023.13 billion yuan and 110 million yuan
The third release / vesting period is 2024.16 billion yuan and 1360 million yuan
Assessment index performance completion rate company level lifting of sales restriction / ownership ratio (x)
A≥Am X=100%
Operating income (a) an ≤ a ＜ am x = 80% + (a-an) / (am an) * 20%
A＜An X=0
Note: the above “operating income” is calculated based on the data contained in the consolidated statements audited by the accounting firm hired by the company. If the company fails to meet the trigger value (an) in the above performance assessment objectives, the restricted sale of class I restricted shares granted to all incentive objects in the corresponding year shall not be lifted, and the company shall repurchase and cancel them at the grant price; The class II restricted shares granted shall not be vested and shall be invalidated by the company.
2. Performance appraisal requirements at individual level
The individual level assessment of the incentive object shall be implemented according to the current salary and performance management system of the company, and the actual number of shares whose sales restriction / ownership is lifted shall be determined according to the assessment results of the incentive object. The performance appraisal results of the incentive object are divided into four grades: A, B, C and D. at that time, the actual number of shares of the incentive object that are released from the restriction / ownership will be determined according to the corresponding individual level release / ownership proportion in the following assessment and rating table.
Evaluation results (s) a B C D
Individual release / ownership ratio (y) 100% 80% 60% 0
The actual sales restriction / ownership limit of the incentive object in the current year = the planned sales restriction / ownership limit of the incentive object in the current year × Proportion of sales restriction lifting / ownership at the company level (x) × Proportion of individual lifting of sales restriction / ownership (y).
In the year of assessment, the restricted shares of category I that cannot be lifted or completely lifted due to assessment reasons shall be repurchased and cancelled by the company according to the grant price; The second type of restricted stock that cannot be attributed or cannot be fully attributed to the incentive object due to the assessment reasons in the assessment year shall be invalidated by the company.
6、 Assessment period and times
1. Assessment period
The vesting of restricted shares in the accounting year before the restriction is lifted.
2. Assessment times
The restricted shares of the incentive plan shall be released once a year during the period of restriction / vesting.
7、 Assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the human resources department of the company is responsible for the specific appraisal work, saves the appraisal results, forms a performance appraisal report on this basis and submits it to the remuneration and appraisal committee of the board of directors. 8、 Feedback of assessment results
The appraisee has the right to know his own appraisal results, and the human resources department shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
If the appraisee has any objection to his / her appraisal results, he / she can communicate with the human resources department for settlement. If it cannot be solved through communication, the assessed object can appeal to the salary and assessment committee, which shall review and determine the final assessment result or grade within 10 working days.
9、 Management of assessment results
1. Correction of assessment indicators and results
After the assessment, the remuneration and assessment committee of the board of directors of the company can revise the assessment indicators and assessment results greatly affected by factors such as changes in the objective environment.
2. Filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data. The remuneration and appraisal committee of the board of directors shall keep all appraisal records of performance appraisal for at least five years.
3. In order to ensure the effectiveness of performance incentives, performance records are not allowed to be altered. If they need to be revised or re recorded, they must be signed by the parties concerned.
10、 Supplementary Provisions
1. The board of directors is responsible for formulating, interpreting and revising these measures.
2. These measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the incentive plan comes into force.
Fujian Forecam Optics Co.Ltd(688010) board of directors February 15, 2022
