Securities abbreviation: Fujian Forecam Optics Co.Ltd(688010) securities code: 688010 Fujian Forecam Optics Co.Ltd(688010)
No. 1 shareholding plan of guangzhuozhi (Draft)
Fujian Forecam Optics Co.Ltd(688010)
February, 2002
Statement
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the share holding plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. Risk statement
1. The shareholding plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company. There is uncertainty whether the shareholding plan can be approved by the general meeting of shareholders of the company.
2. The specific implementation plan of the shareholding plan is a preliminary result, and there is uncertainty whether the implementation can be completed.
3. The company will disclose relevant progress in the future according to the regulations. Please make careful decisions and pay attention to investment risks.
hot tip
1、 The Fujian Forecam Optics Co.Ltd(688010) zhuoguanzhe No. 1 shareholding plan (Draft) (hereinafter referred to as the "shareholding plan") is Fujian Forecam Optics Co.Ltd(688010) (hereinafter referred to as "the company", "the company" and " Fujian Forecam Optics Co.Ltd(688010) ") in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies The provisions of relevant laws, administrative regulations, rules, normative documents and the articles of association, such as the guidelines for self-discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, shall be formulated and deliberated by the board of directors of the company.
2. This stock ownership plan follows the principles of legal compliance, voluntary participation and risk bearing, and there is no situation of forced employees to participate in this stock ownership plan such as apportionment and forced distribution.
3. The participants of this stock ownership plan are directors (excluding independent directors), senior managers, supervisors and key personnel who play an important role and influence on the overall performance and medium and long-term development of the company. The total number of employees participating in this stock ownership plan is no more than 81, including 10 directors (excluding independent directors), senior managers and supervisors, The specific number of participants shall be determined according to the actual situation.
4. The shares of this stock holding plan are obtained and held by the company through the transfer of the shares repurchased at zero price, and there is no need for the participants to contribute.
5. The stock source of this shareholding plan is the company's A-share common stock repurchased in the special account of the company, with a scale of no more than 120000 shares, accounting for 0.08% of the current total share capital of the company.
The total number of shares held by the stock ownership plan shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share ownership plan held by a single employee shall not exceed 1% of the total share capital of the company. The total number of shares held by the shareholding plan does not include the shares obtained by employees before the IPO of the company, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
6. The duration of this shareholding plan is 36 months, which is calculated from the date when the company announces the last transfer of the subject stock to the name of this shareholding plan. The underlying shares obtained by the shareholding 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 shareholding plan. The proportion of the underlying shares unlocked in each phase is 50% and 50% respectively. The specific unlocking proportion and quantity of each year are calculated and determined according to the assessment results of the holders.
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.
7. The holders of this shareholding plan will waive the voting rights of indirectly holding the company's shares due to their participation in this shareholding plan.
8. During the duration, the shareholding plan shall be managed by the company itself. A management committee shall be established for the stock ownership plan to exercise shareholders' rights other than voting rights on behalf of the holders of the stock ownership plan, and carry out daily management of the stock ownership plan.
9. After the board of directors of the company reviews the shareholding plan and has no objection, the company will issue a notice of convening the general meeting of shareholders, submit it to the general meeting of shareholders to review the shareholding plan and authorize the board of directors to handle relevant matters. The shareholding plan can be implemented only after being approved by the general meeting of shareholders of the company.
10. The financial and accounting treatment and taxation of the company's implementation of the stock ownership plan shall be implemented in accordance with the relevant financial system, accounting standards and tax system. The relevant taxes and fees to be paid by the employees due to the implementation of the stock ownership plan shall be borne by the employees themselves.
11. After the implementation of the shareholding plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and basic principles of shareholding plan Chapter III participants and determination criteria of stock ownership plan Chapter IV capital, stock source, purchase price and scale of shareholding plan 8 Chapter V distribution of holders of stock ownership plan Chapter VI duration, lock-in period and assessment setting of shareholding plan Chapter VII participation mode of shareholding plan during financing of the company during the duration of the company Chapter VIII management mode of stock ownership plan Chapter IX alteration and termination of the shareholding plan and disposal of the rights and interests of the holders 20 Chapter X rights and obligations of the company and its holders Chapter XI accounting treatment of stock ownership plan Chapter XII procedures for the performance of stock ownership plans 25 Chapter XIII other important matters twenty-six
Chapter I interpretation
Unless otherwise specified, the following abbreviations are interpreted as follows: Fujian Forecam Optics Co.Ltd(688010) , the company and the company refer to Fujian Forecam Optics Co.Ltd(688010) (including consolidated statement subsidiaries)
Shareholding plan, this plan, this holding refers to Fujian Forecam Optics Co.Ltd(688010) Zhuoguang No. 1 shareholding plan
Stock plan
The measures for the administration of stock ownership plan refers to the measures for the administration of Fujian Forecam Optics Co.Ltd(688010) zhuoguanzhe No. 1 stock ownership plan
The draft of the plan and the draft of the shareholding plan refer to the Fujian Forecam Optics Co.Ltd(688010) zhuoguanzhe No. 1 shareholding plan (Draft)
case
The employees of the company participating in the share holding plan are holders of the company's overall performance and medium and long-term development, and the participants refer to directors (excluding independent directors), senior managers, supervisors and key personnel who play an important role and influence
Shareholders' meeting means the shareholders' meeting of the share holding plan
Management Committee means the shareholding plan management committee
The underlying stock refers to the Fujian Forecam Optics Co.Ltd(688010) a common stock transferred and held by this shareholding plan through legal means
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shanghai Stock Exchange refer to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
RMB million, RMB ten thousand, RMB ten thousand
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 guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Self regulatory guideline No. 1 refers to the self regulatory guideline No. 1 - standardized operation of companies listed on the science and Innovation Board of Shanghai Stock Exchange
Articles of association means the Fujian Forecam Optics Co.Ltd(688010) articles of association
Note: in the draft plan, if the total is inconsistent with the mantissa of the sum of each addend, it is caused by rounding.
Chapter II purpose and basic principles of shareholding plan
1、 Purpose of shareholding plan
The company has formulated the draft plan in accordance with the provisions of relevant laws, administrative regulations, rules, normative documents and the articles of association, such as the company law, the securities law, the guiding opinions, the self regulatory guidance No. 1, etc.
The company's employees voluntarily, legally and legally participate in the shareholding plan and hold the company's shares 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. 2、 Basic principles
1. 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.
2. 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.
3. 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.
Chapter III participants and determination criteria of shareholding plan
1、 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.
2、 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.
3、 Scope of holders of this 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.
4、 Verification of shareholding plan holders
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.
Chapter IV capital, stock source, purchase price and scale of shareholding plan
1、 Source of funds
The shares of this shareholding plan are obtained by the transfer of the shares repurchased by the company at zero price without capital contribution.
2、 Stock source
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).
3、 Purchase price
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.
4、 Target stock size
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.
The total number of shares of the company held by the shareholding plan shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share rights and interests obtained by a single employee shall not exceed 1% of the total share capital of the company. The total number of shares held by the shareholding plan does not include the shares obtained by the participating employees before the IPO of the company, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive
