Securities code: 688010 securities abbreviation: Fujian Forecam Optics Co.Ltd(688010) Announcement No.: 2022-016 Fujian Forecam Optics Co.Ltd(688010)
Announcement on the resolution of the fifth meeting of the third board of directors
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 fifth 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 20, 2022. With the unanimous consent of all directors, the notice time limit of this meeting was exempted. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. The convening of this meeting complies with the provisions of the articles of association, administrative regulations and relevant laws and regulations.
2、 Deliberations of the board meeting
After careful consideration by the directors attending the meeting, the following resolutions were adopted at the meeting by open ballot:
(I) deliberated and passed the proposal on the company’s No. 1 shareholding plan (Draft Amendment) and its summary;
In order to establish and improve the benefit sharing mechanism of employees and shareholders, improve the level of corporate governance, improve the cohesion of employees and the competitiveness of the company, mobilize the enthusiasm and creativity of employees, and promote the long-term, sustainable and healthy development of the company, the board of directors of the company, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China After careful study of the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies and the provisions of relevant laws, administrative regulations, rules and normative documents such as self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the company has formulated the company’s No. 1 stock ownership plan (Draft Amendment) and its abstract. Voting results: 6 in favor, 0 against and 0 abstention (including affiliated directors Tang Xiue, Ni Zhengxiong and Hou Yanping, who avoided voting). It was passed by vote.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day The Fujian Forecam Optics Co.Ltd(688010) zhuoguanzhe No. 1 shareholding plan (Draft Amendment) and its abstract.
The independent directors of the company expressed their explicit consent to the proposal.
The proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation, and must be approved by more than half of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(II) the proposal on the measures for the administration of the company’s No. 1 shareholding plan (Amendment) was deliberated and adopted;
In order to standardize the implementation of the company’s No. 1 shareholding plan and ensure the effective implementation of the shareholding plan, the company has formulated the management measures for the company’s No. 1 shareholding plan (Amendment) according to the actual situation in accordance with the provisions of relevant laws, administrative regulations, rules and normative documents.
Voting results: 6 in favor, 0 against and 0 abstention (including affiliated directors Tang Xiue, Ni Zhengxiong and Hou Yanping, who avoided voting). It was passed by vote.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Measures for the administration of Fujian Forecam Optics Co.Ltd(688010) zhuoguanzhe No. 1 shareholding plan (Amendment).
The independent directors of the company expressed their explicit consent to the proposal.
The proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation, and must be approved by more than half of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(III) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the No. 1 share holding plan of zhuguangzhe was deliberated and adopted;
In order to ensure the smooth implementation of the company’s No. 1 shareholding plan, the board of directors requests the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s No. 1 shareholding plan, including but not limited to the following matters:
1. Authorize the board of directors to handle the establishment, change and termination of the shareholding plan;
2. Authorize the board of directors to make decisions on the extension and early termination of the duration of the shareholding plan;
3. Authorize the board of directors to handle all matters relating to the transfer, locking and unlocking of the underlying shares of the shareholding plan;
4. Authorize the board of directors to explain the company’s No. 1 shareholding plan (Draft Amendment);
5. Authorize the board of directors to make decisions on refinancing matters such as participating in the company’s share allotment during the duration of the shareholding plan; 6. Authorize the board of directors to change the participants and determination criteria of the shareholding plan;
7. Authorize the board of directors to sign the contract and relevant agreement documents with the shareholding plan;
8. If relevant laws, regulations and policies are adjusted, authorize the board of directors to modify and improve the shareholding plan accordingly according to the adjustment;
9. Authorize the board of directors to handle other necessary matters required by the shareholding plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents. The above authorization shall be valid from the date of adoption of the general meeting of shareholders of the company to the date of completion of the implementation of the shareholding plan.
Voting results: 6 in favor, 0 against and 0 abstention (including affiliated directors Tang Xiue, Ni Zhengxiong and Hou Yanping, who avoided voting). It was passed by vote.
The proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation, and must be approved by more than half of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(IV) the proposal on canceling some proposals and adding temporary proposals at the first extraordinary general meeting of shareholders in 2022 was reviewed and approved;
On February 19, 2022, the board of directors of the company received the letter on the proposal of the first extraordinary general meeting of shareholders in 2022 submitted by Zhongrong (Fujian) Investment Co., Ltd., a shareholder directly holding 27.45% of the company’s shares, and requested in writing to submit the proposal on the company’s No. 1 shareholding plan (Draft Amendment) and its summary The proposal on the company’s measures for the administration of the No. 1 shareholding plan (Amendment) and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the No. 1 shareholding plan of the company were submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The board of directors agreed to submit the above proposal to the general meeting of shareholders of the company for deliberation in the form of interim proposal.
In view of the company’s revision of the No. 1 shareholding plan (Draft) and its summary and management measures, the proposal on the company’s No. 1 shareholding plan (Draft) and its summary and the proposal on the management measures of the company’s No. 1 shareholding plan at the first extraordinary general meeting of shareholders in 2022 are cancelled The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the No. 1 shareholding plan of zhuguangzhe has three proposals. Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement on canceling some proposals and adding interim proposals and supplementary notice of the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-020).
It is hereby announced.
Fujian Forecam Optics Co.Ltd(688010) board of directors
February 20, 2022
