Securities abbreviation: Fujian Forecam Optics Co.Ltd(688010) securities code: Fujian Forecam Optics Co.Ltd(688010) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Fujian Forecam Optics Co.Ltd(688010)
Restricted stock incentive plan for 2022
Grant related matters
of
Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 2. Statement 4 III. basic assumptions 5 IV. independent financial advisor 6 (I) the completed approval procedures of the incentive plan 6 (II) explanation of the difference between the equity incentive plan implemented this time and the incentive plan adopted by the general meeting of shareholders 7 (III) description of the conditions of this restricted stock Grant 7 (IV) this restricted stock Grant 8 (V) description of the impact of the implementation of the incentive plan on the financial status and operating results of relevant years 11 (VI) concluding observations 11 VII. Documents for future reference and consultation methods 13 (I) documents for future reference 13 (II) consultation method 13 I
1、 Interpretation
In this independent financial adviser’s report, unless otherwise specified, the following abbreviations have the following meanings:
Fujian Forecam Optics Co.Ltd(688010) , company, refers to Fujian Forecam Optics Co.Ltd(688010)
Incentive plans and restrictions of listed companies
Restricted stock incentive plan refers to Fujian Forecam Optics Co.Ltd(688010) 2022 restricted stock incentive plan
Equity incentive plan
According to the conditions and prices specified in the incentive plan, the company grants the incentive object a certain amount of company shares with the first restricted stock index. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
The second type of restricted stock refers to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan in batches according to the agreed proportion after meeting the corresponding attribution conditions
Incentive objects refer to the directors, senior managers, core technicians and other personnel that the board of directors deems necessary to be encouraged in accordance with the provisions of this incentive plan
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The period from the date of completing the registration of class I restricted shares or the date of validity of the grant of class II restricted shares to the date when all the restricted shares granted to the incentive object are released from the restriction / ownership or the expiration of repurchase / invalidation
The restricted sale period refers to the period during which the class I restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The period of lifting the restriction on sale refers to the period during which the restricted shares of the first class held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sale specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the incentive object to obtain the first type of restricted shares to lift the restriction on sale according to the incentive plan
Attribution refers to the behavior that the company registers the shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the benefit conditions
Attribution conditions refer to the benefit conditions set up by the incentive plan, and the incentive object is to obtain the second type of incentive shares
Vesting date refers to the date on which the granted shares are registered after the incentive objects of class II restricted shares meet the benefit conditions. It must be the trading day
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
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The self regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
The articles of association refers to the articles of association of Fujian Forecam Optics Co.Ltd(688010) company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. The financial data and financial indicators quoted in this report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified.
2. In this report, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding.
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Fujian Forecam Optics Co.Ltd(688010) and all parties involved in the incentive plan have guaranteed to the independent financial adviser that all documents and materials provided for the issuance of this report are legal, true, accurate, complete and timely without any omission, false or misleading statements, and are responsible for their legitimacy, authenticity, accuracy, completeness and timeliness.
The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the grant of the incentive plan is fair and reasonable to Fujian Forecam Optics Co.Ltd(688010) shareholders and its impact on the shareholders’ rights and interests and the sustainable operation of the listed company. It does not constitute any investment suggestions for Fujian Forecam Optics Co.Ltd(688010) and will not be responsible for the risks that may arise from any investment decisions made by investors based on this report.
(III) 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.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of the listed company, salary management measures, previous resolutions of the board of directors, the board of supervisors, the general meeting of shareholders, the financial report of the company in the last three years and the latest issue The company’s production and operation plan, and has effectively communicated with relevant personnel of the listed company. On this basis, this report is issued, and is responsible for the authenticity, accuracy and completeness of this report.
The independent financial adviser’s report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the listing rules, the administrative measures and the guide to self regulatory supervision, and based on the relevant materials provided by the listed company.
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) the information on which the independent financial adviser is based is authentic, accurate, complete and timely;
(III) the relevant documents issued by the listed company for this incentive plan are true and reliable;
(IV) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this incentive plan can fully perform all obligations in good faith in accordance with the terms of this incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Independent financial advisor
(I) completed approval procedures of the incentive plan
1. On February 15, 2022, the company held the fourth meeting of the third board of directors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022, The independent directors of the company have expressed independent opinions on the incentive plan.
On the same day, the company held the fourth meeting of the third session of the board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2022, and the proposal on the list of incentive objects of the company’s restricted stock incentive plan in 2022, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From February 16, 2022 to February 25, 2022, the company publicized the names and positions of the incentive objects proposed in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection from any employee to the proposed incentive object. On February 26, 2022, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2022.
3. On March 3, 2022, the first extraordinary general meeting of the company in 2022 deliberated and passed the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company’s restricted stock incentive plan in 2022, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022. The incentive plan was approved by the first extraordinary general meeting of shareholders in 2022. The board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when conditions are met, and handle all matters necessary for the grant of restricted shares. On the same day, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the company’s restricted stock incentive plan in 2022.
4. On March 24, 2022, the company held the seventh meeting of the third board of directors and the seventh meeting of the third board of supervisors, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2022, and agreed to grant 1149800 restricted shares to 80 incentive objects on March 24, 2022, with the grant price of 10.00 yuan / share. Among them, there are 612300 restricted shares in the first category and 537500 restricted shares in the second category. The independent directors of the company expressed their independent opinions, and the board of supervisors of the company verified the list of incentive objects.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Fujian Forecam Optics Co.Ltd(688010) this grant of restricted shares to incentive objects has obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the incentive plan (Draft).
(II) the difference between the equity incentive plan implemented this time and the incentive plan approved by the general meeting of shareholders shows that the content of the incentive plan implemented this time by the company is consistent with the content deliberated and approved by the first extraordinary general meeting of shareholders in 2022.
(III) description of the conditions of this restricted stock grant
According to the “conditions for granting restricted shares” in the administrative measures and the incentive plan (Draft), the incentive object can be granted restricted shares only if it meets the following conditions at the same time:
1. The company is not under any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After verification, the independent financial advisor believes that as of the date of issuance of this report, Fujian Forecam Optics Co.Ltd(688010) and
