Fujian Forecam Optics Co.Ltd(688010) board of supervisors
Matters related to the fourth meeting of the third board of supervisors of the company
Verification opinions
The board of supervisors of Fujian Forecam Optics Co.Ltd(688010) (hereinafter referred to as the “company”) shall, 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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) The Listing Rules of Shanghai Stock Exchange on the Kechuang board (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for listed companies on the Kechuang board No. 4 – disclosure of equity incentive information, and the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guiding opinions”) Relevant laws, regulations, normative documents and relevant provisions of the articles of association, such as the self regulatory guidelines No. 1 – standardized operation of companies listed on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as “self regulatory guidelines No. 1”) of Shanghai Stock Exchange, have verified the relevant matters considered at the fourth meeting of the third board of supervisors of the company.
1、 Verification opinions on the company’s 2022 restricted stock incentive plan (Draft) and its summary:
1. The company does not have any circumstances that prohibit the implementation of the equity incentive plan as stipulated in the administrative measures and other laws and regulations, including: (1) the financial accounting report of the latest fiscal year was issued with a negative opinion or an audit report that could not express an opinion by the certified public accountant; (2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant; (3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing; (4) Equity incentive is not allowed according to laws and regulations; (5) Other circumstances recognized by the CSRC. The company is qualified to implement the equity incentive plan.
2. The incentive objects determined in the incentive plan of the company do not have the following circumstances: (1) they have been identified as inappropriate candidates by the stock exchange in the last 12 months; (2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; (3) 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; (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.
The incentive objects do not include the independent directors, supervisors and foreign employees of the company. The incentive objects meet the incentive object conditions specified in the administrative measures and listing rules, and the scope of incentive objects specified in the company’s incentive plan (Draft). Their subject qualification as incentive objects of the company’s restricted stock incentive plan is legal and effective. The company will publicize the names and positions of incentive objects within the company through the company’s website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days. The board of supervisors will disclose the audit opinions on the list of incentive objects and the explanation of their publicity five days before the shareholders’ meeting deliberates the equity incentive plan.
3. The formulation, review process and contents of the company’s incentive plan (Draft) comply with the provisions of the company law, securities law, administrative measures, listing rules and other relevant laws, regulations and normative documents; The granting and release of restricted shares (including granting amount, granting date, granting conditions, granting price, restricted sale period, release of restricted sale / vesting period, release of restricted sale / vesting conditions, etc.) of each incentive object did not violate the provisions of relevant laws and regulations, and did not infringe the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The implementation of equity incentive plan by the company can improve the incentive mechanism of the company and the distribution mechanism combining incentive and restraint, so as to form a community of interests between managers and shareholders, improve management efficiency and level, which is conducive to the sustainable development of the company, and there is no obvious damage to the interests of listed companies and all shareholders.
To sum up, we agree that the company will implement the restricted stock incentive plan in 2022.
2、 Verification opinions on the company’s No. 1 shareholding plan (Draft) and its summary:
1. The company does not prohibit the implementation of the ESOP as stipulated in the guiding opinions and other laws, regulations and normative documents.
2. The board of directors of the company formulates the company’s No. 1 shareholding plan (Draft) (hereinafter referred to as the “shareholding plan”) and other relevant documents, and the formulation procedures are legal and effective. The contents of the No. 1 shareholding plan of the company’s light chaser comply with the provisions of laws, regulations and normative documents such as the guiding opinions, self regulatory guidelines No. 1 and so on.
3. The company’s decision-making procedure for reviewing the relevant proposals of the stock ownership plan is legal and effective, and there is no situation that damages the interests of the company and all shareholders, or forces employees to participate in the stock ownership plan by means of apportionment and forced distribution.
4. The proposed holders of the company’s share holding plan meet the holder conditions specified in the guiding opinions and other laws, regulations and normative documents, meet the holder scope specified in the share holding plan, and their subject qualification as the holders of the company’s share holding plan is legal and effective.
5. The company’s implementation of the No. 1 shareholding plan is conducive to establishing and improving the benefit sharing mechanism between workers and owners, further improving the level of corporate governance, improving the cohesion of employees and the competitiveness of the company, fully mobilizing the enthusiasm and creativity of employees, attracting and retaining excellent management talents and business backbone, and realizing the sustainable development of the company.
To sum up, the board of supervisors of the company unanimously agreed that the company would implement the No. 1 shareholding plan of the light chaser, and agreed to submit matters related to the No. 1 shareholding plan of the light chaser to the general meeting of shareholders of the company for deliberation.
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