On February 16, China Fund News reported that the company Fujian Forecam Optics Co.Ltd(688010) unconditionally gave away the “Employee Stock Ownership Plan”, which caused an uproar in the market. The Shanghai Stock Exchange issued a supervision letter to the company at the first time. On the evening of February 17, Fujian Forecam Optics Co.Ltd(688010) announced amendments to the core terms of the shareholding plan.
The company said that 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, it plans to revise the No. 1 shareholding plan (Draft), adjust the transfer price of shares in the shareholding plan from 0 yuan / share to 10 yuan / share, and increase the overall performance assessment objectives at the company level.
two core clauses are modified
The Shanghai Stock Exchange raised three major issues in the letter on the supervision of Fujian Forecam Optics Co.Ltd(688010) employee stock ownership plan.
First, the company is required to 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 “assuming sole responsibility for profits and losses, bearing their own 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, 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.
The company said that after comprehensive consideration, in order to further enhance market confidence, further protect the interests of the company’s 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 transfer price of the shareholding plan. Before the adjustment, “the shares repurchased by the company are transferred at zero price” and “no capital contribution from the Transferee” are adjusted to “the transfer price is 10 yuan / share”. The source of funds is the legal salary of employees, self raised funds and other ways allowed by laws and administrative regulations, and the company does not provide advance, guarantee, loan and other financial assistance to the holder in any way.
Second, the Shanghai stock exchange requires the company to supplement the main consideration that the employee stock ownership plan does not set 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, Whether the performance evaluation indicators are in line with the current business development and performance improvement requirements of the company, and how the company intends to ensure the incentive effect of the shareholding plan.
The company has added the overall performance assessment target to trigger the unlocking conditions. The operating revenue target in 2022 in the first unlocking period is not less than 850 million yuan, and the operating revenue in 2022 in the second unlocking period is not less than 1.1 billion yuan. This assessment goal still has certain incentive. In 2020, the company’s operating revenue was 587.5 million yuan and 483 million yuan in the first three quarters of 2021.
incentive expenses decreased by 37%
Finally, 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. The Shanghai stock exchange requires the company to quantitatively analyze 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.
According to the company, after the adjustment of the scheme, after the forecast calculation, assuming that the fair value of the unit equity instruments 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 should 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 lifting of the restriction during the lock-in period. If it is “0 yuan purchase”, the total cost of the shareholding plan is expected to be 3.1848 million yuan, and the adjusted incentive cost has decreased by 37.7%.
The company said that the amortization of shareholding plan expenses has an impact on the net profit of each year within the validity period, but the impact is small.
After adjustment, the proportion of shareholding plan expenses in the net profit of the first three quarters of 2021 decreased from about 10% to about 6%. Among them, the highest amortization year of shareholding plan expenses is 2022, and the amortization expense is expected to be RMB 1181000, accounting for about 3.69% of the net profit attributable to the parent company in the first three quarters of 2021.
For the rapid action of supervision and the rapid adjustment of the company, many netizens began to “turn the road into powder”. On the platform of a stock bar, some netizens said that “they praise the efficiency and straight to the point of supervision! This is a good omen for the development and progress of the market”, and some said that “the response is rapid, the adjustment is rapid, and the attitude is leveraged”.
As of press time, the share price of Fujian Forecam Optics Co.Ltd(688010) fell about 3% three trading days after the launch of the “Zhuoguang No. 1” shareholding plan.
