Securities code: 688010 securities abbreviation: Fujian Forecam Optics Co.Ltd(688010) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Fujian Forecam Optics Co.Ltd(688010)
No. 1 shareholding plan of guangzhuozhi (Draft Amendment)
of
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation II. Statement 3 4 III. basic assumptions 5 IV. main contents of this shareholding plan 6 (I) basic principles of this shareholding plan 6 (II) participants and determination criteria of the shareholding plan 6 (III) capital source, stock source, purchase price and scale of the shareholding plan 7 (Ⅳ) distribution of holders of the share holding plan 8 (V) duration, lock-in period and performance evaluation setting of the shareholding plan 9 (VI) the management mode of this shareholding plan 10 (VII) change and termination of shareholding plan and disposal of holder’s rights and interests 16 (VIII) other contents of the shareholding plan 19 v. verification opinions of the independent financial consultant on the shareholding plan 20 (I) verification opinions on whether the shareholding plan meets the provisions of policies and regulations 20 (II) verification opinions on the feasibility of the company’s implementation of the shareholding plan 22 (III) impact of the implementation of the shareholding plan on the company’s sustainable operation ability and shareholders’ equity 23 VI. conclusion 23 VII. Matters to be brought to the attention of investors 23 VIII. Documents for future reference and consultation methods 24 (I) documents for future reference 24 (II) consultation method 24 I. interpretation in this independent financial advisory report, unless the context specifies, the following abbreviations have the following meanings: Fujian Forecam Optics Co.Ltd(688010) , the company and the company refer to Fujian Forecam Optics Co.Ltd(688010) (including consolidated statement subsidiaries)
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
Shanghai Rongzheng Investment Consulting Co., Ltd. has an independent financial consultant report on Fujian Fujian Forecam Optics Co.Ltd(688010) and this report refers to the independent financial consultant report of the company’s Zhuoguang No. 1 shareholding plan (Draft Amendment)
Shareholding plan, this plan, this stock index Fujian Forecam Optics Co.Ltd(688010) zhuguangzhe No. 1 shareholding plan
plan
The measures for the administration of stock ownership plan refers to the measures for the administration of Fujian Forecam Optics Co.Ltd(688010) zhuoguanzhe No. 1 stock ownership plan
Amendments to the draft plan and shareholding plan refer to Fujian Forecam Optics Co.Ltd(688010) zhuoguanzhe No. 1 shareholding plan (Amendment to the draft amendment of the draft amendment of the draft plan)
The employees of the company participating in the share holding plan are directors (excluding independent directors), senior managers, supervisors and key personnel who play an important role and influence on the overall performance of the company, medium and long-term holders and the development of participants in the designated period
Shareholders’ meeting means the shareholders’ meeting of the share holding plan
Management Committee means the shareholding plan management committee
The underlying stock refers to Fujian Forecam Optics Co.Ltd(688010) stock
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shanghai Stock Exchange refer to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Self regulatory guideline No. 1 refers to the self regulatory guideline No. 1 – standardized operation of companies listed on the science and Innovation Board of Shanghai Stock Exchange
Articles of association means the Fujian Forecam Optics Co.Ltd(688010) articles of association
Note: if there are differences in the mantissa between the sum of some total figures and all figures in the independent financial adviser’s report, these differences are caused by rounding.
2、 Statement
The independent financial consultant accepts Fujian Forecam Optics Co.Ltd(688010) to be employed as the independent financial consultant for the implementation of the shareholding plan of the company. In accordance with the relevant provisions of the guiding opinions and self regulatory guidelines No. 1, and based on the information provided by Fujian Forecam Optics Co.Ltd(688010) and the information publicly disclosed, the independent financial consultant issues this report on the feasibility of Fujian Forecam Optics Co.Ltd(688010) the shareholding plan and whether it is conducive to the sustainable development of the company Whether it damages the interests of the company and its impact on the interests of shareholders, and express objective and impartial professional opinions.
The independent financial advisor declares that:
(I) the information on which this report is based is provided by Fujian Forecam Optics Co.Ltd(688010) or comes from the information publicly disclosed by Fujian Forecam Optics Co.Ltd(688010) . Fujian Forecam Optics Co.Ltd(688010) guarantees that all the data and information provided by Fujian Forecam Optics Co.Ltd(688010) are true, accurate and complete without false records, major omissions or misleading statements, and assumes full responsibility for the authenticity, accuracy and integrity of the data and information; (II) this report is issued with a professional attitude of honesty, trustworthiness, diligence and responsibility, and is responsible for the authenticity, accuracy and completeness of this report;
(III) the purpose of this report is to give opinions on the matters of this stock ownership plan, which does not constitute any investment suggestions for Fujian Forecam Optics Co.Ltd(688010) , and the independent financial adviser is not responsible for the possible risks arising from any investment decisions made by investors according to this report;
(IV) this report invites investors to carefully read the full text of the announcement of this shareholding plan and relevant annexes issued by Fujian Forecam Optics Co.Ltd(688010) ;
(V) this report is only for Fujian Forecam Optics Co.Ltd(688010) the purpose specified in the guiding opinions and self regulatory guidelines No. 1 when implementing this shareholding plan, and shall not be used for other purposes. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this report and make any explanation or explanation to this report.
3、 Basic assumptions
The report issued by the independent financial adviser is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) Fujian Forecam Optics Co.Ltd(688010) the materials and information provided and publicly disclosed are true, accurate and complete;
(III) all parties involved in the implementation of this share holding plan can abide by the principle of good faith and fully perform all their obligations in accordance with the plan of this share holding plan and the terms of relevant agreements;
(IV) there is no significant adverse effect caused by other force majeure.
4、 Main contents of the shareholding plan (I) basic principles of the shareholding plan
1. Principle of legal compliance
The company implements the shareholding plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes true, accurate, complete and timely information disclosure. No one shall use the shareholding plan to engage in securities fraud such as insider trading and manipulation of the securities market.
2. Principle of voluntary participation
The implementation of the shareholding plan by the company follows the independent decision of the company, and the employees participate voluntarily. The company does not force the employees to participate in the shareholding plan by means of apportionment, forced distribution, etc.
3. Risk bearing principle
The participants of the shareholding plan shall be responsible for their own profits and losses, bear their own risks and have equal rights and interests with other investors. (II) participants and determination criteria of the shareholding plan
1. Legal basis for determining participants
The company has determined the list of participants of the shareholding plan in accordance with the company law, securities law, guiding opinions, self regulatory guidance No. 1 and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation. All participants are required to work in the company (including consolidated statement subsidiaries, the same below), receive remuneration, sign labor contracts or be employed by the company.
2. Criteria for determining participants
The participants of this shareholding plan are those who recognize the company’s corporate culture, meet the ability standards required by the post, have outstanding performance in this post and make significant contributions to the development of the company; The following personnel in the company approved by the board of directors:
(1) Directors (excluding independent directors), senior managers and supervisors;
(2) Key personnel.
The above qualified employees shall participate in the share holding plan in accordance with the principles of legal compliance, voluntary participation and risk bearing.
3. Scope of holders of this share holding plan
The total number of employees participating in the stock ownership plan shall not exceed 81. The final participants and the specific shares held by the holders shall be determined according to the actual situation. The board of directors of the company may adjust the employee list and distribution proportion of the shareholding plan according to the changes and assessment of employees. (III) capital source, stock source, purchase price and scale of the shareholding plan 1. Capital source
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.
2. Stock source
The share source of this shareholding plan is Fujian Forecam Optics Co.Ltd(688010) a ordinary shares repurchased by the company’s special account for repurchase.
The company held the 25th meeting of the second board of directors on January 18, 2021, and deliberated and adopted the proposal on repurchase of shares of the company by centralized bidding transaction.
The company completed the repurchase on May 12, 2021, and has actually repurchased 1153023 shares of the company, accounting for 0.75% of the company’s total share capital of 153581943 shares. The maximum repurchase price is 29.55 yuan / share, the minimum repurchase price is 24.34 yuan / share, the average repurchase price is about 26.01 yuan / share, and the total amount of funds used is 29.9921 million yuan (excluding transaction commissions, transfer fees and other transaction costs).
3. Purchase price
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 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.
4. Stock size
The shareholding plan obtains the shares repurchased in the company’s special account for repurchase by means of laws and regulations, with a scale of no more than 120000 shares, accounting for 0.08% of the total share capital of the company. During the period when the shareholders’ meeting deliberates and approves the shareholding plan, if the company has matters such as conversion of capital reserve into share capital, distribution of shares or cash dividends, stock subdivision, stock reduction, etc., the number of underlying shares shall be adjusted accordingly from the date of ex rights and ex dividend of the share price.
The total number of shares of the company held by the shareholding plan shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share rights and interests obtained by a single employee shall not exceed 1% of the total share capital of the company. The total number of shares held by the shareholding plan does not include the shares obtained by the participating employees before the IPO of the company, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive. (IV) distribution of holders of the share holding plan
The total number of shares held by the directors (excluding independent directors), senior managers and supervisors of the company participating in the shareholding plan is 26600 shares, accounting for 22.17% of the total share of the shareholding plan; The total number of shares held by key personnel is 93400, accounting for 77.83% of the total share of the shareholding plan, as follows:
Serial number name and position of holder the proportion of the number of shares to be held in the shareholding plan
(10000 shares) cases
1 Tang Xiue director 0.38 3.17%
2 supervisor Li Haijun 0.38 3.17%
3 Marco Banking Regulatory Commission 0.38 3.17%
4 Jiang Wei, deputy general manager 0.38 3.17%
5. Director Ni Zhengxiong 0.19 1.58%
6 director Hou Yanping 0.19 1.58%
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