Securities abbreviation: Fujian Forecam Optics Co.Ltd(688010) securities code: 688010 Fujian Forecam Optics Co.Ltd(688010)
Restricted stock incentive plan for 2022
(Draft)
Fujian Forecam Optics Co.Ltd(688010)
February, 2002
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. hot tip
1、 This incentive plan is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of the Shanghai Stock Exchange on the Kechuang board, the self regulatory guide for listed companies on the Kechuang board No. 4 – disclosure of equity incentive information, and other relevant laws, regulations and normative documents, And the formulation of the Fujian Forecam Optics Co.Ltd(688010) articles of association.
2、 The incentive tools adopted in this incentive plan are class I restricted stocks and class II restricted stocks. The stock source is Fujian Forecam Optics Co.Ltd(688010) (hereinafter referred to as “the company” or “the company”) 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、 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、 The grant price of the first type of restricted stock in the incentive plan is 10.00 yuan / share, and the grant price of the second type of restricted stock is 10.00 yuan / share.
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 ownership of the second type of restricted shares granted to the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the granting price of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
5、 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 of the company at the end of December 2021, including the directors, senior managers and Core technical personnel and other personnel deemed necessary by the board of directors.
6、 The validity period of class I restricted shares of the incentive plan is from the date of completion of the registration of restricted shares to the date of lifting the restriction on sale or repurchase of all restricted shares, with a maximum of 48 months; The validity period of class II restricted shares of the incentive plan is from the date of the grant of class II restricted shares to the date when all the class II restricted shares granted to the incentive object are vested or invalid, with a maximum of 49 months.
7、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 The incentive objects participating in the incentive plan do not include 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. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, and there are no following circumstances that may not be the incentive object:
The candidate is not recognized as appropriate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) 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;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law of the people’s Republic of China;
(V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares in accordance with the incentive plan, including providing guarantee for its loans.
10、 The incentive object promises that if the company does not comply with the arrangement of granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object will return all the benefits obtained from the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company. Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors in accordance with relevant regulations to carry out relevant procedures such as the grant, registration and announcement of class I restricted shares (the period during which the company shall not grant class I restricted shares shall not be included in the 60 day limit), and the grant, announcement and other relevant procedures of class II restricted shares. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid.
12、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principle of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects 10 Chapter V specific contents of this incentive plan Chapter VI implementation procedures of restricted stock incentive plan Chapter VII adjustment methods and procedures of restricted stock incentive plan Chapter VIII accounting treatment of restricted stocks 36 Chapter IX respective rights and obligations of the company / incentive object 38 Chapter X handling of changes in the company / incentive object 40 Chapter XI Supplementary Provisions forty-four
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Fujian Forecam Optics Co.Ltd(688010) , company, upper finger Fujian Forecam Optics Co.Ltd(688010)
Incentive plans and restrictions of the municipal company
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
Self regulatory guide for listed companies – Kechuang self regulatory information disclosure No. 4
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. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter II purpose and principle of the 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, this incentive plan is formulated in accordance with the principle of equal income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules, the guide to self regulatory supervision and the provisions of the articles of association.
As of the announcement date of the incentive plan, the company has no other equity incentive plan being implemented or implemented.
Chapter III Management Organization of the incentive plan
1、 As the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and termination of the incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2、 The board of directors is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The remuneration and assessment committee under the board of directors is responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors and independent directors are the supervisory bodies of the incentive plan, and shall discuss whether the incentive plan is conducive to the sustainable development of the company and whether there is obvious damage to the public
