Fujian Forecam Optics Co.Ltd(688010) independent director
Independent opinions on matters related to the fourth meeting of the third board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) As an independent director of Fujian Forecam Optics Co.Ltd(688010) (hereinafter referred to as “the company”), we have carefully reviewed the relevant materials provided by the board of directors of the company and based on our own independent judgment, The independent opinions on relevant matters considered at the fourth meeting of the third board of directors are as follows:
1、 Independent opinions on the company’s 2022 restricted stock incentive plan (Draft) and its abstract: 1. The formulation of the company’s 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and its abstract The review process complies with the provisions of relevant laws, regulations and normative documents such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”).
2. The company is not prohibited to implement the equity incentive plan by the administrative measures and other laws and regulations, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects determined by the restricted stock incentive plan in 2022 (hereinafter referred to as “the incentive plan”) comply with the provisions of the company law, the securities law and the articles of association on job qualifications, as well as the actual needs of the company’s business development. At the same time, all incentive objects are not prohibited from being granted restricted shares as stipulated in the administrative measures and other relevant laws and regulations, and the subject qualification of incentive objects is legal and effective.
4. The contents of the company’s incentive plan (Draft) and its summary comply with the provisions of the company law, the securities law, the administrative measures, the listing rules and other relevant laws and regulations, and the granting arrangement of restricted shares to each incentive object The lifting of the restriction / attribution arrangement (including the amount of grant, the date of grant, the conditions of grant, the price of grant, the period of restriction, the period of lifting the restriction / attribution, the conditions of lifting the restriction / attribution, etc.) does not violate the provisions of relevant laws and regulations, and does not infringe the interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The company’s implementation of this incentive plan is conducive to improving the company’s incentive and restraint mechanism, improving the company’s sustainable development ability, and enhancing the company’s management team and core backbone’s sense of responsibility and mission for realizing the company’s sustainable and healthy development, so as to improve the company’s performance without damaging the interests of the company and all shareholders.
7. The related directors have avoided voting in accordance with the company law, the securities law, the administrative measures and other laws and regulations, departmental rules and normative documents, as well as the relevant provisions in the articles of association, and the relevant proposals are reviewed by the non related directors.
After carefully reviewing the incentive plan, we believe that the incentive plan can improve the company’s long-term incentive mechanism and promote the convergence of the interests of the company’s employees and the company’s long-term interests; It is conducive to the sustainable and healthy development of the company and will not damage the interests of the company and all shareholders. Therefore, we agree that the company will implement the incentive plan and submit relevant proposals of the incentive plan to the general meeting of shareholders for deliberation.
2、 Independent opinions on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022:
We have carefully checked and understood the relevant situation of the company’s measures for the administration of the implementation of the 2022 restricted stock incentive plan (hereinafter referred to as the “measures for the administration of the assessment”), and after discussion, we express the following independent opinions:
The evaluation indicators of the incentive plan are divided into two levels: company level performance evaluation and individual level performance evaluation. The performance indicator at the company level is the operating income. The operating income indicator is an important symbol to measure the operating status and market share of the enterprise and predict the future business development trend of the enterprise. The performance appraisal goal set by the company is to fully consider the company’s current operating conditions, future development plans and other comprehensive factors, and the index setting is reasonable and scientific.
In addition to the performance appraisal at the company level, the company has also set up a strict personal performance appraisal system for the individual incentive objects, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of the incentive objects. The company will determine whether the incentive object meets the conditions for lifting the sales restriction / ownership according to the performance evaluation results of the incentive object in the previous year. For the company, the setting of performance assessment indicators takes into account the interests of incentive objects, the company and shareholders, which is conducive to attracting and retaining excellent talents, improving the company’s market competitiveness and sustainable development ability, so as to achieve the company’s phased development goals and medium and long-term strategic plans; For the incentive object, the achievement of performance appraisal goal is realizable and has a good incentive effect.
In conclusion, we believe that the assessment management measures of the incentive plan has clear indicators and strong operability, which can help to improve the competitiveness of the company, increase the attraction of the company to talents in the industry, play a positive role in promoting the construction of the company’s core team, and have a strong restraint effect on the incentive objects, so as to achieve the assessment purpose of the incentive plan. Therefore, we agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company’s No. 1 shareholding plan (Draft) and its abstract:
1. The provisions of the law of the people’s Republic of China on the stock exchange of listed companies, the guidelines for the implementation of the law of the people’s Republic of China on the stock ownership plan of listed companies and other relevant laws and regulations of the Shanghai Stock Exchange on the self regulatory plan of listed companies, and the guidelines for the implementation of the law of the people’s Republic of China on the stock exchange of listed companies and other relevant laws and regulations on the self regulatory plan of listed companies, There is no situation that damages the interests of the listed company and the legitimate rights and interests of minority shareholders, and there is no situation that employees are forced to participate in the stock ownership plan by means of apportionment, forced distribution, etc;
2. The company’s implementation of this shareholding plan is conducive to improving the level of corporate governance, improving the company’s salary incentive mechanism, fully mobilizing the enthusiasm of employees and realizing the long-term sustainable development of the enterprise;
3. The implementation of the stock ownership plan is based on the principle of legal compliance, voluntary participation and risk bearing, and there is no violation of laws and regulations;
4. Related directors have avoided voting on relevant proposals in accordance with the company law, securities law, guiding opinions and other laws, regulations, rules and normative documents, as well as the relevant provisions of the articles of association, which shall be deliberated and voted by non related directors.
To sum up, we agree that the company will implement the No. 1 shareholding plan of zhuoguangzhi and agree to submit the draft and summary of the shareholding plan and other documents to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the financing amount and guarantee provided by the company and its wholly-owned subsidiaries in 2022: the purpose of the company and its wholly-owned subsidiaries to obtain the financing amount and provide guarantee is to meet the capital needs of operation and development, in line with the actual operation situation and overall development strategy of the company. The guaranteed is a wholly-owned subsidiary of the company, and the guarantee risk is controllable. The decision-making and approval procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, we agree that the company and its wholly-owned subsidiaries obtain the financing limit and provide guarantee, and submit the proposal to the general meeting of shareholders for deliberation.
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