Securities code: 688010 securities abbreviation: Fujian Forecam Optics Co.Ltd(688010) Announcement No.: 2022-019 Fujian Forecam Optics Co.Ltd(688010)
Announcement on Revising the relevant contents of the company’s No. 1 shareholding plan
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.
1、 Meetings of the board of directors
The fourth meeting of the third board of directors of Fujian Forecam Optics Co.Ltd(688010) (hereinafter referred to as “the company”) was held by means of communication on February 15, 2022. The proposal on the company’s No. 1 shareholding plan (Draft) > and its abstract and other proposals were deliberated and adopted. For details, please refer to www.sse disclosed on the website of Shanghai Stock Exchange on the same day com. cn.） Relevant announcements such as Fujian Forecam Optics Co.Ltd(688010) pursuer No. 1 shareholding plan (Draft) and its abstract.
In order to better implement the No. 1 shareholding plan of the pursuer, the company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors on February 20, 2022, reviewed and adopted the proposal on the company’s No. 1 shareholding plan of the pursuer (Draft Amendment) and its summary, The proposal on the measures for the administration of the No. 1 shareholding plan of the company (Amendment) amends the No. 1 shareholding plan of the company. The specific amendments are as follows:
2、 Main contents of this revision
(I) revision of the No. 1 shareholding plan of zhuoguangzhi (Draft)
1. Revise Article 4 of “special tips”
Before revision:
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.
Revised:
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. For “I. capital” in “Chapter IV capital, stock source, purchase price and scale of shareholding plan”
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.
Revised:
The fund sources of this stock ownership plan are the legal salary of employees, self raised funds and other ways permitted by laws and administrative regulations. The company will not provide advance, guarantee, loan and other financial assistance to the holder in any way.
3. Revise “III. stock purchase price” in “Chapter IV capital, stock source, purchase price and scale of Stock Ownership Plan”
Before revision:
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.
Revised:
The transfer price of the share holding plan is 10 yuan / share, and the pricing rules are consistent with the grant price of the restricted stock incentive plan in 2022.
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 for this part of personnel with appropriate 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 understanding of the company’s management team and key personnel, so that employees can share the benefits brought by the company’s sustainable growth, combined with the company’s operation and industry development, The 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. Revise “III. description on not setting the overall performance assessment objectives at the company level” in “Chapter VI duration, lock-in period and assessment settings of shareholding plans”
Before revision:
3、 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.
Revised:
3、 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.
After unlocking the target shares, if the target holders still have the right to return the above-mentioned profits, the management committee shall not return the profits to the target holders if they still have the right to participate in the performance appraisal.
5. Revise part of “IV. individual level performance appraisal of shareholding plan” in “Chapter VI duration, lock-in period and appraisal setting of shareholding plan”
Before revision:
The shareholding plan will assess the performance of individuals according to the relevant systems of the company’s performance assessment 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 assessment 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.
Revised:
The shareholding plan will assess the performance of individuals according to the relevant systems of the company’s performance assessment 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 assessment results at the individual level, as follows:
Evaluation results a B C D
Personal unlocking ratio (s) 100% 80% 60% 0
During the assessment period, when the company’s performance reaches the unlocking target, the number of subject stock rights and interests that the holder can unlock in the current period = the number of rights and interests that the individual plans to unlock in the current period × Unlocked proportion at company level (x) × Individual unlocking proportion (s), each holder shall unlock according to the above specified proportion.
During the implementation of the performance appraisal objectives at the individual level, if the actual unlocked share of the subject stock rights and interests of the holder is less than the planned unlocked share, the remaining excess share of the subject stock rights and interests shall be recovered by the shareholding plan management committee according to the original contribution amount 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.
6. Revise part of “VI. disposal of holders’ rights and interests” in “Chapter IX change and termination of shareholding plan and disposal of holders’ rights and interests”
Before revision:
1. During the duration, if the holder changes his position but still works in the company or in a branch or subsidiary of the company, his shareholding plan interests will not be changed.
2. If the holder of the stock holding plan has a major fault or violates laws, administrative regulations or the company’s rules and regulations, the company has the right to cancel the holder’s qualification to participate in the stock holding plan, and he will no longer enjoy the income distribution. After the management committee takes back, the designated person will undertake the corresponding share. If there is no suitable person, the corresponding share will be held after the end of the lock-in period, After the sale at the right time, the income belongs to the company.
3. Employee resignation (including termination of labor relations in any form)
(1) For the part that has not been unlocked, the designated person shall undertake the corresponding share after being recovered by the management committee. If there is no suitable person, the corresponding share shall be sold at the end of the lock-in period, and the proceeds shall belong to the company.
(2) 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.
In case of re employment after retirement, the shareholding plan interests held by them shall not be changed.
4. If the holder loses the ability to work, it shall be handled in the following two cases:
(1) If the holder is incompetent due to work incapacity and terminates the labor relationship or employment relationship with the company, the equity of the shareholding plan held by him shall not be changed.
(2) If the holder is incompetent for work due to non work incapacity, and terminates the labor relationship or employment relationship with the company, the part of the realized income shall be enjoyed by the holder; For the part that has not yet realized the income, it will no longer be enjoyed, and the management committee will designate a person to undertake the corresponding share after taking it back. If there is no suitable person, the corresponding share will be enjoyed by the company after the lock-in period is over and the income will be sold at the right time.
5. The death of the holder shall be handled in the following two cases:
(1) If the holder dies at work, the shares of the stock ownership plan held by him will be held by his designated property successor or legal successor. The interests of the stock ownership plan held by him will not be changed, and shall be carried out in accordance with the procedures specified in the stock ownership plan before the death of the holder, and his personal performance evaluation will no longer be included in the attribution conditions.
(2) If the holder dies not due to work, the management committee shall disqualify the holder from participating in the shareholding plan, and the part of the realized income shall be inherited and enjoyed by the successor; For the part of unrealized income, it will no longer enjoy the corresponding share to be undertaken by the designated person after being recovered by the management committee. If there is no suitable person, the corresponding share will be owned by the company after the lock-in period is over and the income will be sold at the right time.
6. In other unspecified cases, the management committee shall determine and determine the specific disposal method of the share holding plan held by the holder.
Revised:
1. During the duration, if the holder changes his position but still works in the company or in a branch or subsidiary of the company, his shareholding plan interests will not be changed.
2. If the holder of the share holding plan has a major fault or violates laws, administrative regulations or the company’s rules and regulations, the company has the right to cancel the holder’s qualification to participate in the share holding plan, and he will no longer enjoy the income distribution. After the original capital contribution is recovered, the Management Committee will designate a person to undertake the corresponding share. If there is no suitable person, the corresponding share will be held after the lock-in period, After the sale at the right time, the income belongs to the company.
3. Employee resignation (including termination of labor relations in any form)
(1) For the part that has not been unlocked, the management committee shall designate a person to undertake the corresponding share after the original capital contribution is recovered. If there is no suitable person, the corresponding share shall be sold at the end of the lock-in period, and the proceeds shall belong to the company. (2) 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 personal assessment conditions in the current period shall be redistributed to other qualified employees after the management committee recovers the original capital contribution. If there is no suitable candidate, the corresponding share shall be paid
