Securities abbreviation: Fujian Forecam Optics Co.Ltd(688010) securities code: 688010 Shanghai Rongzheng Investment Consulting Co., Ltd
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Fujian Forecam Optics Co.Ltd(688010)
2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 2. Statement 4 III. basic assumptions 5 IV. main contents of this incentive plan 6 (I) scope and distribution of incentive objects 6 (II) number of restricted shares granted 8 (III) validity period, grant date, restriction period, release of restriction arrangement and lock up period of class I restricted shares 9 (IV) validity period, grant date, attribution arrangement and lock up period of class II restricted shares 11 (V) conditions for granting and releasing restricted sales / ownership of restricted shares 13 (VI) grant price of restricted shares 15 v. opinions of independent financial adviser 18 (I) verification opinions on whether the incentive plan meets the provisions of policies and regulations 18 (II) verification opinions on the feasibility of the company's implementation of the incentive plan 19 (III) verification opinions on the scope and qualification of incentive objects of the incentive plan 19 (IV) verification opinions on the amount of equity granted under the incentive plan 19 (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 20 (VI) verification opinions on the pricing method of the grant price of the incentive plan 20 (VII) verification opinions on whether the incentive plan damages the interests of the listed company and all shareholders. 22 (VIII) financial opinions on the implementation of the incentive plan by the company 23 (IX) opinions on the impact of the company's implementation of the incentive plan on the sustainable operation ability and shareholders' equity of listed companies. 23 (x) opinions on the rationality of the performance evaluation system and evaluation methods of the incentive plan 24 (XI) others 24 (XII) other matters that should be explained 25 VI. documents for future reference and consultation methods 27 (I) documents for future reference 27 (II) consultation method 27 I
1、 Interpretation
In this independent financial adviser's report, unless otherwise specified, the following abbreviations have the following meanings:
688010 Fujian Forecam Optics Co.Ltd(688010)
Incentive plans and restrictions of listed companies
Restricted stock incentive plan refers to the Fujian Forecam Optics Co.Ltd(688010) 2022 restricted stock incentive plan
Equity incentive plan
According to the conditions and prices specified in the incentive plan, the company grants the incentive object a certain amount of company shares with the first restricted stock index. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
The second type of restricted stock refers to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan in batches according to the agreed proportion after meeting the corresponding attribution conditions
Incentive objects refer to the directors, senior managers, core technicians and other personnel that the board of directors deems necessary to be encouraged in accordance with the provisions of this incentive plan
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The period from the date of completing the registration of class I restricted shares or the date of validity of the grant of class II restricted shares to the date when all the restricted shares granted to the incentive object are released from the restriction / ownership or the expiration of repurchase / invalidation
The restricted sale period refers to the period during which the class I restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The period of lifting the restriction on sale refers to the period during which the restricted shares of the first class held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sale specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the incentive object to obtain the first type of restricted shares to lift the restriction on sale according to the incentive plan
Attribution refers to the behavior that the company registers the shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the benefit conditions
Attribution conditions refer to the benefit conditions set up by the incentive plan, and the incentive object is to obtain the second type of incentive shares
Vesting date refers to the date on which the granted shares are registered after the incentive objects of class II restricted shares meet the benefit conditions. It must be the trading day
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange's Sci tech innovation board
The self regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information
Articles of association means the Fujian Forecam Optics Co.Ltd(688010) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. The financial data and financial indicators quoted in this report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified.
2. In this report, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding.
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser's report is based are provided by Fujian Forecam Optics Co.Ltd(688010) . All parties involved in the incentive plan have guaranteed to the independent financial adviser that all the documents and materials provided for the issuance of this report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, authenticity, accuracy Responsible for completeness and timeliness. The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only expresses opinions on whether the incentive plan is fair and reasonable to Fujian Forecam Optics Co.Ltd(688010) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Fujian Forecam Optics Co.Ltd(688010) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors based on this report.
(III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this report and make any explanation or explanation to this report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of the listed company, salary management measures, previous resolutions of the board of directors, the board of supervisors, the general meeting of shareholders The company's financial report for the last three years and the latest issue, the company's production and operation plan, and effective communication with relevant personnel of the listed company. On this basis, this report is issued, and is responsible for the authenticity, accuracy and completeness of this report.
The independent financial adviser's report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules and the guide to self regulatory supervision, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The report issued by the independent financial adviser is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely;
(III) the relevant documents issued by the listed company for this incentive plan are true and reliable;
(IV) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this incentive plan can fully perform all obligations in good faith in accordance with the terms of this incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Main contents of this incentive plan
The incentive plan is formulated by the remuneration and assessment committee of the board of directors of the listed company. According to the current policy environment and the actual situation of Fujian Forecam Optics Co.Ltd(688010) in China, the company adopts a restricted stock incentive plan for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on this incentive plan. (I) scope and distribution of incentive objects
1. 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.
2. 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 appointed by the board of directors. All incentive objects must have employment, employment or labor relations with the company within the validity of this incentive plan.
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) Those who have been identified as inappropriate candidates by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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.
3. Distribution of restricted shares granted by the incentive plan among 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 number of shares (10000 shares) of the company on the announcement date
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%
