Securities code: 688010 securities abbreviation: Fujian Forecam Optics Co.Ltd(688010) Announcement No.: 2022-015 Fujian Forecam Optics Co.Ltd(688010)
About Fujian Forecam Optics Co.Ltd(688010) employee stock ownership plan
Announcement on the reply to the supervision work letter
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.
Important content tips:
After further adjustment of the shareholding plan of the company (hereinafter referred to as "the shareholding plan of the company for minority shareholders" No. 10, which is further revised to reflect the company's confidence in the market), the shareholding plan of the company is further revised to further enhance the equity holding plan of minority shareholders (hereinafter referred to as "the shareholding plan of the company for minority shareholders"), And increase the overall performance assessment objectives at the company level.
For the above amendments to the No. 1 shareholding plan (Draft), the company will perform the relevant review procedures in the near future and fulfill the obligation of information disclosure in a timely manner.
Fujian Forecam Optics Co.Ltd(688010) (hereinafter referred to as "the company") received the supervision letter on Fujian Forecam Optics Co.Ltd(688010) employee stock ownership plan issued by the management department of science and Innovation Board Company of Shanghai Stock Exchange (hereinafter referred to as "the management department"), requiring the company to verify and supplement the disclosure of relevant matters. The company has carefully checked the relevant matters, and now replies to the relevant questions as follows:
1、 Supplement the main considerations of the employee stock ownership plan to acquire the repurchased shares at zero consideration, and fully evaluate whether this arrangement meets the basic principle of "taking responsibility for the profits and losses, taking the risks and being equal with the rights and interests of other investors" in the guiding opinions on the pilot implementation of the employee stock ownership plan by listed companies, What measures does the company plan to take to further closely bind the interests of employees and the interests of the company, and effectively protect the interests of shareholders, especially minority shareholders. reply:
(1) The main consideration for the employee stock ownership plan to acquire the repurchased shares at zero consideration
On February 15, 2022, the board of directors of the company reviewed and approved the 2022 equity incentive plan (Draft) and the No. 1 shareholding plan (Draft). The equity incentive plan and employee stock ownership plan set up this time, together with the company's salary system and assessment system, constitute the company's talent reward and incentive policies. Among them, the shareholding plan is the company's medium-term incentive mechanism. Based on the affirmation and return of employees' past work and contributions, it encourages employees to make outstanding achievements in follow-up work as always, and provides security for the company to retain talents. The scale of this shareholding plan is no more than 120000 shares. The participants are: employees who have performed well in major projects of the company in the past. Their personal assessment indicators are mainly determined according to their job responsibilities and tasks. There are significant differences in the positioning, scale and objects of the above two plans. Therefore, the consideration and performance evaluation indicators set in this shareholding plan are also different from the equity incentive plan.
Based on the above reasons and in combination with the company's operation and industry development, the company's board of directors fully demonstrates and fully listens to the opinions of employees by convening an employee congress, and draws lessons from market practice. The company comprehensively considers the affordability, purchase intention and incentive effect of employees, and the transfer price fully considers the comprehensive factors such as employees' salary level, which can match the overall income level of employees and play a better incentive role, better reflect the affirmation of employees' past work and contribution, and better ensure the stability of employees. At the same time, considering the fluctuation of stock price, if the transferee price is not strong enough, the income of the grant object is not guaranteed, and the actual incentive effect cannot be achieved. The share purchase of the employee stock ownership plan does not require capital contribution, which reduces the financial pressure of employees, avoids great impact on the economic situation of employees due to participating in the employee stock ownership plan, and ensures the enforceability of the plan.
The transfer price of the employee stock ownership plan is finally determined to be 0 yuan / share through consultation between the board of directors and the employee congress of the company.
(2) Whether this arrangement meets the basic principle of "assuming sole responsibility for profits and losses, bearing risks and equal rights and interests with other investors" in the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies
① This shareholding plan requires participants to continue to serve in the company during the lock-in period
This stock ownership plan stipulates that employees leave their jobs (including the termination of labor relations in any form). For the part that has not been unlocked, the management committee will take back the designated person to undertake the corresponding share. If there is no suitable person, the corresponding share will be sold at the end of the lock-in period, and the income will belong to the company. For the part that meets the performance appraisal conditions in the current period, it needs to be held until the shares in the current period are sold and cashed out, and the corresponding distribution amount shall be withdrawn according to the holding proportion; The part that fails to meet the assessment conditions in the current period shall be recovered by the management committee and redistributed to other qualified employees. If there is no suitable candidate, the corresponding share shall be sold at the end of the lock-in period, and the income shall belong to the company.
② Set personal performance appraisal
At the same time, the company has broken down the overall performance objectives level by level, and determined the individual assessment indicators according to the post responsibilities of each employee. The shareholding plan will assess the individual performance according to the company's performance assessment system and the completion of business objectives and business development. The assessment year is 2022-2023, The equity share of the subject stock finally unlocked by the holder is determined according to the performance evaluation results at the individual level, as follows:
Evaluation results (s) a B C D
Personal unlocking ratio 100% 80% 60% 0
The holder can unlock only when the performance appraisal objectives at the individual level are met. If the actual unlocked share of the underlying stock equity is less than the planned unlocked share, the remaining excess share of the underlying stock equity will be recovered by the stock ownership plan management committee and redistributed to other qualified employees after being recovered by the management committee. If there is no suitable candidate, After the lock-in period, the corresponding shares are sold at the right time, and the income belongs to the company.
Based on the above, on the basis of legal compliance, the company takes 0 yuan / share as the grant price to closely bind the future development of the company with the employees, fully mobilize the enthusiasm and creativity of the employees, and effectively maintain and enhance the value of the company. Therefore, the employee stock ownership plan complies with the basic principle of "assuming sole responsibility for profits and losses, bearing risks and equal rights and interests with other investors" in the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, and there is no damage to the interests of the company and shareholders.
(3) What measures does the company plan to take to further closely bind the interests of employees and the interests of the company, and effectively protect the interests of shareholders, especially minority shareholders
After comprehensive consideration, in order to further enhance market confidence, further protect the interests of shareholders, especially small and medium-sized shareholders, and reflect the confidence of the company and employees in performance objectives, the company plans to revise the No. 1 shareholding plan (Draft) and adjust the concession price of the shareholding plan, as follows:
Before adjustment:
The shares of this shareholding plan are obtained by the transfer of the shares repurchased by the company at zero price without capital contribution
After adjustment:
The transfer price of this stock ownership plan is 10 yuan / share, and the source of funds is the legal salary of employees, self raised funds and other ways allowed by laws and administrative regulations.
The company will not provide advance, guarantee, loan and other financial assistance to the holder in any way.
2、 Supplement the main consideration that the employee stock ownership plan does not set performance evaluation indicators at the company level, fully evaluate whether it can achieve the goal of "establishing and improving the benefit sharing mechanism of employees and shareholders and mobilizing the enthusiasm and creativity of employees" mentioned in the company's stock ownership plan, and whether the performance evaluation indicators of real estate meet the requirements of the company's current business development and performance improvement, How does the company plan to ensure the incentive effect of the shareholding plan.
reply:
(1) The employee stock ownership plan does not set the main consideration of performance evaluation indicators at the company level, and fully evaluate whether it can achieve the goal of "establishing and improving the benefit sharing mechanism of employees and shareholders and mobilizing the enthusiasm and creativity of employees" mentioned in the company's stock ownership plan
To encourage employees to focus on their own professional goals and objectives in the ownership plan, so as to give better play to their creativity. Therefore, the shareholding plan does not set performance assessment targets at the company level. The company will strengthen performance assessment at the individual level to effectively reflect the performance of employees' post responsibilities and actual work effects, so as to ensure the incentive effect of the shareholding plan. The board of directors of the company will fully demonstrate and fully listen to the opinions of employees through the convening of employee congress, The shareholding plan is determined by reference to the market practice. At the same time, the company has formulated perfect assessment system standards for individuals, decomposed them level by level around the overall performance goal, and determined individual assessment indicators according to the post responsibilities of each employee, so as to ensure that individual assessment indicators can provide strong support for the company's business development and performance improvement from all nodes of the company's management. The company will assess according to the key assessment indicators of the participants, and finally unlock the incentive objects according to the assessment system standards. The participants will pay more attention to the key assessment indicators. The company level performance assessment indicators are not set in this shareholding plan. The completion of the key assessment indicators by the participants will make a great contribution to the growth of the company and increase the overall value of the company, Then enhance the value of shareholders and achieve the purpose of "establishing and improving the benefit sharing mechanism of employees and shareholders and mobilizing the enthusiasm and creativity of employees" mentioned in the company's shareholding plan.
(2) Whether the performance evaluation indicators are in line with the current business development and performance improvement requirements of the company, and how does the company plan to ensure the incentive effect of the shareholding plan
The company has made clear requirements for the company's current business development and performance improvement in the restricted stock incentive plan. At the same time, the company has launched the No. 1 shareholding plan (Draft), with a scale of no more than 120000 shares, about 10.44% of the equity to be granted in the restricted stock incentive plan, and the overall equity share is low, It is also hoped to promote the overall growth of the company through the direct assessment of individual key assessment indicators. The company will ensure the incentive effect of this shareholding plan through strict individual assessment.
After comprehensive consideration, in order to further enhance market confidence, enhance the incentive effect of the stock ownership plan and reflect the confidence of the company and employees in performance objectives, the company plans to revise the No. 1 stock ownership plan (Draft), as follows:
Before adjustment:
Explanation on not setting the overall performance assessment objective at the company level
The personnel participating in the shareholding plan are the core management team and backbone personnel of the company, which plays an important role in the business development and strategic realization of the company. Combined with the actual situation of the company, based on the affirmation and return of the past work and contributions of the above employees, in order to prevent brain drain, enhance the stability of the talent team and continue to develop together with the company for a long time, the enthusiasm and creativity of employees can be fully mobilized by appropriately reducing the performance threshold. Therefore, the company level performance assessment objectives are not set in this shareholding plan, The company will strengthen the performance appraisal at the individual level to effectively reflect the performance of employees' post responsibilities and actual work effect, so as to ensure the incentive effect of the shareholding plan.
After adjustment:
Overall performance assessment objectives at the company level
Trigger value (an) of annual target value (AM) corresponding to the unlocking period
The first unlocking period is 2022 billion yuan and 850 million yuan
The second unlocking period is 2023 130 million yuan and 110 million yuan
Performance completion of assessment indicators unlocked proportion at the company level (x)
A≥Am X=100%
Operating income (a) an ≤ a ＜ am x = 80% + (a-an) / (am an) * 20%
A＜An X=0
Note: the above "operating income" is calculated based on the data contained in the consolidated statements audited by the accounting firm hired by the company. 3、 According to the annual report of 2020 and the third quarterly report of 2021, the net profit attributable to the parent decreased by 44.64% and 8.69% respectively year-on-year; The employee stock ownership plan includes 10 directors, supervisors and senior executives, and the total shares to be held account for 22.16% of the total shares of the plan. Please make a quantitative analysis of the impact of the cost of the shareholding plan on the company's operating performance in combination with the above situation, the arrangement of zero consideration and no company level assessment indicators, and fully explain the rationality and appropriateness of the relevant arrangements of the employee stock ownership plan.
reply:
In combination with the replies to Article 1 and Article 2 and the proposed amendment to the No. 1 share holding plan (Draft), the transfer price of the share holding plan is revised to 10 yuan / share, and the source of funds is the legal salary of employees, self raised funds and other ways allowed by laws and administrative regulations. The company will not provide advance, guarantee, loan and other financial assistance to the holder in any way. At the same time, set performance assessment indicators at the company level. Only when the performance assessment conditions at the company level are completed, the participants can obtain income through the shareholding plan. To sum up, recalculate the share payment expenses of the shareholding plan, as follows:
The company plans to transfer 120000 shares of the underlying stock to the name of the shareholding plan in mid March 2022. After the lock-in period expires, the shareholding plan will sell the underlying stock according to the proportion agreed in the preceding paragraph. After pre calculation, assuming that the fair value of the unit equity instrument is based on the closing price of the company's shares of 26.54 yuan / share on the latest trading day when the board of directors deliberates the shareholding plan, the company shall confirm that the total cost is expected to be 1.9848 million yuan, which shall be apportioned by the company according to the proportion of each removal of the restriction during the lock-in period
