Securities code: 688010 securities abbreviation: Fujian Forecam Optics Co.Ltd(688010) Announcement No.: 2022-008 Fujian Forecam Optics Co.Ltd(688010)
Announcement on the resolution of the fourth meeting of the third board of 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.
1、 Meetings of the board of directors
The notice of the fourth meeting of the third board of directors of Fujian Forecam Optics Co.Ltd(688010) (hereinafter referred to as "the company") was sent by e-mail on February 11, 2022 and held by communication on February 15, 2022. 9 directors should attend the meeting and 9 actually attended the meeting. The convening and holding of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board of directors
After careful consideration by the directors attending the meeting, the following resolutions were adopted at the meeting by open ballot:
(I) the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary was deliberated and adopted;
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 management team and core backbone, and effectively combine the interests of shareholders, the company and the personal interests of the core team, the company has formulated the 2022 restricted stock incentive plan (draft) in accordance with relevant laws and regulations.
Voting results: 4 in favor, 0 against and 0 abstention (among which the affiliated directors he Wenbo, Tang Xiue, Hou Yanping, Ni Zhengxiong and he Wenqiu avoided voting), and the voting was passed.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day The Fujian Forecam Optics Co.Ltd(688010) 2022 restricted stock incentive plan (Draft) and the summary announcement of Fujian Forecam Optics Co.Ltd(688010) 2022 restricted stock incentive plan (Draft) (Announcement No.: 2022-010).
The independent directors of the company expressed their explicit consent to the proposal.
The proposal needs to be submitted to the company's first extraordinary general meeting of shareholders in 2022 for deliberation, and must be approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(II) deliberated and passed the proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022;
In order to ensure the smooth progress of the restricted stock incentive plan in 2022 and the realization of the company's development strategy and business objectives, the company hereby formulates the management measures for the implementation and assessment of the restricted stock incentive plan in 2022 according to the provisions of relevant laws and regulations and the actual situation of the company.
Voting results: 4 in favor, 0 against and 0 abstention (among which the affiliated directors he Wenbo, Tang Xiue, Hou Yanping, Ni Zhengxiong and he Wenqiu avoided voting), and the voting was passed.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Administrative measures for the implementation and assessment of Fujian Forecam Optics Co.Ltd(688010) 2022 restricted stock incentive plan.
The independent directors of the company expressed their explicit consent to the proposal.
The proposal needs to be submitted to the company's first extraordinary general meeting of shareholders in 2022 for deliberation, and must be approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(III) 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 was deliberated and adopted;
In order to efficiently and orderly complete the matters related to the 2022 restricted stock incentive plan (hereinafter referred to as the "incentive plan"), the general meeting of shareholders is requested to authorize the board of directors to handle the specific matters related to the incentive plan, including but not limited to the following matters:
1. Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan:
(1) Authorize the board of directors to determine the grant date of the incentive plan;
(2) Authorize the board of directors to adjust the number of restricted shares granted / vested according to the methods specified in the incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and so on;
(3) Authorize the board of directors to adjust the granting price / attribution price of restricted shares in accordance with the methods specified in the incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares, including signing the restricted stock grant agreement with the incentive object; (5) Authorize the board of directors to review and confirm the qualification, conditions and quantity of incentive objects to be released from sales restriction / ownership, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(6) Authorize the board of directors to decide whether the restricted shares of the incentive object can be released from the restriction / ownership;
(7) Authorize the board of directors to handle all matters necessary for the lifting of restrictions on the sale / ownership of restricted shares of incentive objects, and register and settle business;
(8) Authorize the board of directors to handle relevant matters related to the change and termination of the incentive plan in accordance with the provisions of the incentive plan, including but not limited to the cancellation of the incentive object's qualification for lifting the restriction on sale / ownership, and the repurchase, cancellation / cancellation of the restricted shares of the incentive object whose restriction on sale / ownership has not been lifted, Handle the inheritance of restricted shares whose sales restriction / ownership has not been lifted for the deceased (dead) incentive object;
(9) Authorize the board of directors to manage and adjust the incentive plan, and formulate or modify the management and implementation provisions of the incentive plan from time to time on the premise of being consistent with the terms of the incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
(10) Authorize the board of directors to implement other necessary matters required by the incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2. Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions; Sign, execute, modify and complete the documents submitted to relevant government agencies, organizations and individuals; Amend the articles of association and handle the registration of changes in the company's registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan.
3. The general meeting of shareholders is requested to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the incentive plan.
4. Submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is the validity period of the incentive plan.
Except for the matters that need to be passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
Voting results: 4 in favor, 0 against and 0 abstention (among which the affiliated directors he Wenbo, Tang Xiue, Hou Yanping, Ni Zhengxiong and he Wenqiu avoided voting), and the voting was passed.
The proposal needs to be submitted to the company's first extraordinary general meeting of shareholders in 2022 for deliberation, and must be approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(IV) deliberated and passed the proposal on the company's No. 1 shareholding plan (Draft) and its summary; In order to establish and improve the benefit sharing mechanism of employees and shareholders, improve the level of corporate governance, improve the cohesion of employees and the competitiveness of the company, mobilize the enthusiasm and creativity of employees, and promote the long-term, sustainable and healthy development of the company, the board of directors of the company, in accordance with the company law of the people's Republic of China and the securities law of the people's Republic of China According to the provisions of relevant laws, administrative regulations, rules and normative documents such as the guidelines on listing Management No. 1 - standardized operation, the company has formulated the No. 1 shareholding plan of the company's light chaser (Draft) and its abstract.
Voting results: 6 in favor, 0 against and 0 abstention (including affiliated directors Tang Xiue, Ni Zhengxiong and Hou Yanping, who avoided voting). It was passed by vote.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day The shareholding plan of Fujian Forecam Optics Co.Ltd(688010) pursuer No. 1 (Draft) and its abstract.
The independent directors of the company expressed their explicit consent to the proposal.
The proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation, and must be approved by more than half of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(V) the proposal on the measures for the administration of the company's No. 1 shareholding plan was deliberated and adopted;
In order to standardize the implementation of the company's No. 1 shareholding plan and ensure the effective implementation of the shareholding plan, the company has formulated the measures for the management of the company's No. 1 shareholding plan in accordance with the provisions of relevant laws, administrative regulations, rules and normative documents.
Voting results: 6 in favor, 0 against and 0 abstention (including affiliated directors Tang Xiue, Ni Zhengxiong and Hou Yanping, who avoided voting). It was passed by vote.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Measures for the administration of Fujian Forecam Optics Co.Ltd(688010) zhuoguanzhe No. 1 shareholding plan.
The independent directors of the company expressed their explicit consent to the proposal.
The proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation, and must be approved by more than half of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(VI) the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the No. 1 shareholding plan of zhuguangzhe was deliberated and adopted;
In order to ensure the smooth implementation of the company's No. 1 shareholding plan, the board of directors requests the general meeting of shareholders to authorize the board of directors to handle matters related to the company's No. 1 shareholding plan, including but not limited to the following matters:
1. Authorize the board of directors to handle the establishment, change and termination of the shareholding plan;
2. Authorize the board of directors to make decisions on the extension and early termination of the duration of the shareholding plan;
3. Authorize the board of directors to handle all matters relating to the transfer, locking and unlocking of the underlying shares of the shareholding plan;
4. Authorize the board of directors to explain the company's No. 1 shareholding plan (Draft);
5. Authorize the board of directors to make decisions on refinancing matters such as participating in the company's share allotment during the duration of the shareholding plan; 6. Authorize the board of directors to change the participants and determination criteria of the shareholding plan;
7. Authorize the board of directors to sign the contract and relevant agreement documents with the shareholding plan;
8. If relevant laws, regulations and policies are adjusted, authorize the board of directors to modify and improve the shareholding plan accordingly according to the adjustment;
9. Authorize the board of directors to handle other necessary matters required by the shareholding plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
The above authorization shall be valid from the date of adoption of the general meeting of shareholders of the company to the date of completion of the implementation of the shareholding plan.
Voting results: 6 in favor, 0 against and 0 abstention (including affiliated directors Tang Xiue, Ni Zhengxiong and Hou Yanping, who avoided voting). It was passed by vote.
The proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation, and must be approved by more than half of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(VII) the proposal on the financing quota and guarantee of the company and its wholly-owned subsidiaries in 2022 was deliberated and adopted;
In order to meet the needs of operation and development, the company and its wholly-owned subsidiaries intend to obtain a financing line of no more than RMB 1 billion from banks and other financial institutions in 2022 (subject to the actually signed contract), which is mainly used for loans, acceptance bills, opening letters of credit, issuing letters of guarantee, Fujian technological transformation fund non-standard creditor's rights financing, entrusted loans, financial leasing and other financing businesses, The specific amount and term of financing shall be subject to the final approval of each financial institution, and the above-mentioned amount of financing shall be effective within one year from the date when the matter is deliberated and approved by the general meeting of shareholders. The above financing amount is not equal to the actual financing amount of the company. The actual financing amount is within the total financing amount, which shall be subject to the actual financing amount of the company, its wholly-owned subsidiaries and financial institutions.
In order to meet the needs of operation and development and improve the decision-making efficiency of the company, the company plans to provide a guarantee amount of no more than 400 million yuan and no more than 100 million yuan respectively for the financing within the above financing limit for the wholly-owned subsidiaries Fujian Fuguang Tiantong optics Co., Ltd. and Fujian Fuguang Photoelectric Technology Co., Ltd., with a total guarantee amount of no more than 500 million yuan. The guarantee methods include guarantee, mortgage Pledge, etc. the specific guarantee period shall be subject to the guarantee contract signed at that time, and the above guarantee amount shall be effective within one year from the date when the proposal is considered and approved by the general meeting of shareholders. The guarantee amount can be adjusted internally within the scope of the company's wholly-owned subsidiaries.
The board of directors of the company requests the general meeting of shareholders to authorize the operation and management of the company to fully handle the specific matters related to the company's application for credit and provision of guarantee to financial institutions within the scope of the above comprehensive credit line and guarantee line according to the needs of the actual operation of the company.
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
The independent directors of the company expressed their explicit consent to the proposal.
The proposal needs to be submitted to the company's first extraordinary general meeting of shareholders in 2022 for deliberation, and must be approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement on the financing limit and guarantee of the company and its wholly-owned subsidiaries in 2022 (Announcement No.: 2022-013). (VIII) deliberated and adopted the regulations on convening the first extraordinary general meeting of shareholders in 2022
