Fujian Forecam Optics Co.Ltd(688010)
Measures for the administration of the No. 1 shareholding plan of guangzhuozhi
Chapter I General Provisions
Article 1 in order to regulate the implementation of Fujian Forecam Optics Co.Ltd(688010) (hereinafter referred to as ” Fujian Forecam Optics Co.Ltd(688010) ” or “the company”) zhuoguangzhi No. 1 shareholding plan (hereinafter referred to as “shareholding plan”), in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China Relevant laws, administrative regulations and rules such as the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”) and the self regulatory guidance No. 1 – standardized operation of companies listed on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “self regulatory guidance No. 1”) issued by the CSRC The measures for the administration of Fujian Forecam Optics Co.Ltd(688010) zhuoguangzhi No. 1 shareholding plan (hereinafter referred to as “the measures”) is hereby formulated in accordance with the provisions of the normative documents and the articles of association and the Fujian Forecam Optics Co.Ltd(688010) zhuoguangzhi No. 1 shareholding plan (Draft).
Chapter II Formulation of shareholding plan
Article 2 basic principles of shareholding plan
(I) principle of legal compliance
The company implements the shareholding plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes true, accurate, complete and timely information disclosure. No insider trading or manipulation of the securities market by stock holders is allowed.
(II) principle of voluntary participation
The company decides to implement the company’s stock ownership plan by force and not to participate in the employee stock ownership plan voluntarily.
(III) risk bearing principle
The participants of the shareholding plan shall be responsible for their own profits and losses, bear their own risks and have equal rights and interests with other investors.
Article 3 holders of stock ownership plans
(I) legal basis for determining participants
The company has determined the list of participants of the shareholding plan in accordance with the company law, securities law, guiding opinions, self regulatory guidance No. 1 and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation. All participants are required to work in the company (including consolidated statement subsidiaries, the same below), receive remuneration, sign labor contracts or be employed by the company.
(II) criteria for determining participants
The participants of the share holding plan are to recognize the company’s corporate culture, meet the ability standards required by the post, make outstanding achievements in the post and make significant contributions to the development of the company; The following personnel in the company approved by the board of directors:
(1) Directors (excluding independent directors), senior managers and supervisors
(2) Key personnel
The above qualified employees shall participate in the share holding plan in accordance with the principles of legal compliance, voluntary participation and risk bearing.
(III) the scope of holders of the share holding plan
The total number of employees participating in the stock ownership plan shall not exceed 81. The final participants and the specific shares held by the holders shall be determined according to the actual situation. The board of directors of the company may adjust the employee list and distribution proportion of the shareholding plan according to the changes and assessment of employees.
(IV) verification of holders of share holding plans
The lawyer employed by the company shall issue legal opinions on whether the shareholding plan and the qualifications of the holders comply with relevant laws, regulations, normative documents, articles of association and other provisions.
Article 4 capital source of shareholding plan
The shares of this shareholding plan are obtained by the transfer of the shares repurchased by the company at zero price without capital contribution.
Article 5 the source of the underlying stock involved in the shareholding plan
The share source of this shareholding plan is Fujian Forecam Optics Co.Ltd(688010) a ordinary shares repurchased by the company’s special account for repurchase. The company held the 25th meeting of the second board of directors on January 18, 2021, and deliberated and adopted the proposal on repurchase of shares of the company by centralized bidding transaction.
The company completed the repurchase on May 12, 2021, and has actually repurchased 1153023 shares of the company, accounting for 0.75% of the company’s total share capital of 153581943 shares. The maximum repurchase price is 29.55 yuan / share, the minimum repurchase price is 24.34 yuan / share, the average repurchase price is about 26.01 yuan / share, and the total amount of funds used is 29.9921 million yuan (excluding transaction commissions, transfer fees and other transaction costs).
Article 6 the purchase price of the underlying shares involved in the shareholding plan
The shares of this shareholding plan are obtained by the transfer of the shares repurchased by the company at zero price without capital contribution.
The participants of the shareholding plan include the company’s directors (excluding independent directors), senior managers, supervisors and key personnel. The company believes that on the basis of law and compliance, realizing the incentive to this part of personnel with low incentive cost can really improve the work enthusiasm of the participants, effectively unify the interests of the participants with the company and its shareholders, and promote the realization of the overall goal of the company.
Based on the affirmation and return of the past work and contributions of the above employees, in order to promote the continuous, stable and rapid development of the company’s overall operation, safeguard the interests of shareholders, enhance the sense of responsibility and mission of the company’s management team and key personnel for the company’s growth and development, effectively retain excellent management talents and improve the company’s core competitiveness, So that employees can share the benefits brought by the company’s sustainable growth. Combined with the company’s operation and industry development, this shareholding plan needs to realize reasonable incentives for participants at a reasonable cost. Based on the principle of not harming the interests of the company and fully considering the incentive effect, the price of the shares repurchased by the transferee company in this shareholding plan is reasonable and scientific.
Article 7 the scale of the underlying shares involved in the shareholding plan
The shareholding plan obtains the shares repurchased in the company’s special account for repurchase by means of laws and regulations, with a scale of no more than 120000 shares, accounting for 0.08% of the total share capital of the company. During the period when the shareholders’ meeting deliberates and approves the shareholding plan, if the company has matters such as conversion of capital reserve into share capital, distribution of shares or cash dividends, stock subdivision, stock reduction, etc., the number of underlying shares shall be adjusted accordingly from the date of ex rights and ex dividend of the share price.
Article 8 duration and lock-in period of the shareholding plan
(I) duration of shareholding plan
1. The duration of the shareholding plan is 36 months, which is calculated from the date when the draft of the shareholding plan is considered and approved by the general meeting of shareholders and the company announces the last transfer of the company’s shares to the name of the shareholding plan. The shareholding plan will terminate automatically if it is not extended at the expiration of its duration.
2. One month before the expiration of the duration of the stock holding plan, if all the company’s shares held have not been sold or transferred to the share holders of the stock holding plan, the duration of the stock holding plan can be extended after more than 2 / 3 of the shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval.
3. If the company’s shares held by the shareholding plan cannot be fully realized before the expiration of the upper limit of the duration due to the suspension of trading or short window period of the company’s shares, the duration of the shareholding plan can be extended after more than 2 / 3 of the shares held by the holders attending the meeting are agreed and submitted to the board of directors for deliberation and approval.
4. A listed company shall disclose a suggestive announcement six months before the expiration of the duration of the shareholding plan, stating the number of shares held by the expiring shareholding plan and its proportion in the total share capital of the company.
(II) lock up period of shareholding plan
1. The underlying shares obtained by the share holding plan are unlocked in two phases. The unlocking time points are 12 months and 24 months from the date when the company announces the last transfer of the underlying shares to the name of the share holding plan. The proportion of the underlying shares unlocked in each phase is 50% and 50% respectively, as follows:
The time point of the first batch of unlocking: it is 12 months from the date when the company announces the transfer of the last subject stock to the name of the shareholding plan, and the number of unlocked shares is 50% of the total subject stock held by the shareholding plan.
The second batch of unlocking time point: it is 24 months from the date when the company announces the last transfer of the subject stock to the name of the shareholding plan, and the number of unlocked shares is 50% of the total number of the subject stock held by the shareholding plan.
After the end of the lock-in period and during the duration of the shareholding plan, the management committee shall sell the corresponding target shares according to the authorization of the holder’s meeting, and distribute the cash assets obtained from the sale of the shares held by the shareholding plan and other cash assets in the capital account of the shareholding plan according to the share held by the holder after deducting relevant taxes according to law. The shares derived from the underlying shares obtained by the shareholding plan due to the distribution of stock dividends and the conversion of capital reserves by the listed company shall also comply with the above share locking arrangements.
2. Trading restrictions of this shareholding plan
The shareholding plan will strictly abide by the market trading rules and the relevant provisions of the CSRC and the Shanghai Stock Exchange on stock trading. The company’s shares shall not be traded during the following periods:
(1) 30 days before the announcement of the annual report of the listed company;
(2) Ten days before the announcement of the quarterly report, performance forecast and performance express of the listed company;
(3) From the date of major events that may have a great impact on the trading price of the company’s securities and their derivatives or in the process of decision-making to the date of disclosure according to law;
(4) Other periods stipulated by the CSRC and the Shanghai Stock Exchange.
(III) explanation on the absence of overall performance assessment objectives at the company level
The personnel participating in the shareholding plan are the core management team and backbone personnel of the company, which plays an important role in the business development and strategic realization of the company. Combined with the actual situation of the company, based on the affirmation and return of the past work and contributions of the above employees, in order to prevent brain drain, enhance the stability of the talent team and continue to develop together with the company for a long time, the enthusiasm and creativity of employees can be fully mobilized by appropriately reducing the performance threshold. Therefore, the company level performance assessment objectives are not set in this shareholding plan, The company will strengthen the performance appraisal at the individual level to effectively reflect the performance of employees’ post responsibilities and actual work effect, so as to ensure the incentive effect of the shareholding plan.
(IV) individual level performance appraisal of shareholding plan
The shareholding plan will assess the performance of individuals according to the relevant systems of the company’s performance assessment and the completion of business objectives and business development. The assessment year is 2022-2023. The equity share of the subject stock finally unlocked by the holder is determined according to the performance assessment results at the individual level, as follows:
Evaluation results (s) a B C D
Personal unlocking ratio 100% 80% 60% 0
The holder can only be unlocked if the target performance appraisal target is up to the standard. If the actual unlocking share of the underlying stock equity of the holder is less than the planned unlocking share, the remaining excess of the underlying equity shall be recovered by the shareholding plan management committee, and then redistributed to other qualified employees after being recovered by the management committee. If there is no suitable person, the owner shall not be able to release the shares of the underlying stock equity, After the lock-in period, the corresponding shares are sold at the right time, and the income belongs to the company.
The shareholding plan is an important measure for the company to mobilize the enthusiasm of employees, retain core talents and maintain the competitive advantage of the company. Based on the principle of equal incentives and constraints, the company sets performance appraisal objectives at the individual level for employees participating in the stock ownership plan with reference to their post and work requirements, so as to bind the interests of employees more closely with the interests of the company and shareholders.
Article 9 procedures for the performance of the shareholding plan
(I) the board of directors is responsible for drawing up the draft shareholding plan.
(II) before implementing the shareholding plan, the company shall fully solicit the opinions of employees through employee congress and other organizations. (III) the board of directors deliberated and approved the draft plan. The independent directors and the board of supervisors shall express their opinions on whether the shareholding plan is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether there are ways to force employees to participate in the shareholding plan, such as apportionment and forced distribution.
(IV) when the board of directors deliberates the shareholding plan, the directors associated with the shareholding plan shall withdraw from voting. The board of directors shall announce the resolutions of the board of directors, the summary of the draft shareholding plan, the opinions of independent directors, the opinions of the board of supervisors, etc. within 2 trading days after the deliberation and adoption of the draft plan.
(V) the company hires a law firm to issue a legal opinion on the shareholding plan and announce the legal opinion before the shareholders’ meeting on the deliberation of the shareholding plan.
(VI) the company employs an independent financial consultant to issue an independent financial consultant report on the shareholding plan, and announces the independent financial consultant report before the shareholders’ meeting on the deliberation of the shareholding plan.
(VII) convene a general meeting of shareholders to review the shareholding plan. The general meeting of shareholders will adopt a combination of on-site voting and online voting. If the shareholding plan involves relevant directors and shareholders, relevant directors and shareholders shall avoid voting. The shareholding plan can be implemented after it is approved by more than half of the effective voting rights attending the general meeting of shareholders (if related shareholders are involved, they shall avoid voting).
(VIII) the company shall timely disclose the time, quantity, proportion and other information of obtaining the underlying shares within 2 trading days after completing the purchase of the underlying shares or transferring the underlying shares to the name of the shareholding plan.
(IX) other procedures required by the CSRC and Shanghai Stock Exchange.
Chapter III Management of stock ownership plan
Article 10 management mode of shareholding plan
The management authority is the holder’s meeting. The shareholders’ meeting shall set up a management committee and authorize the management committee as the management organization of the stock ownership plan to supervise the daily management of the stock ownership plan and exercise other shareholders’ rights other than voting rights on behalf of the holders. According to laws, administrative regulations, departmental rules, normative documents, securities regulatory authorities and the provisions of the stock ownership plan, the management committee manages the assets of the stock ownership plan, maintains the legitimate rights and interests of the holders of the stock ownership plan, ensures the safety of the assets of the stock ownership plan, and avoids potential conflicts of interest between other shareholders of the company and the holders of the stock ownership plan.
The board of directors of the company is responsible for drafting and revising the draft of the plan and handling other relevant matters of the shareholding plan within the scope authorized by the general meeting of shareholders. The rights and obligations of the management committee are clearly stipulated in the stock ownership plan scheme and the corresponding measures for the administration of stock ownership plans, and the risk prevention and isolation measures are sufficient.
Article 11 shareholders’ meeting
(I) the employees of the company will become the holders of the stock ownership plan after subscribing for the shares of the stock ownership plan. The holders’ meeting is the internal management authority of the stock ownership plan. All holders are entitled to attend the meeting of holders. The holder may attend the meeting in person
