Fujian Forecam Optics Co.Ltd(688010) independent directors
Independent opinions on matters related to the seventh meeting of the third board of directors
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guidance No. 1 of the science and Innovation Board of Shanghai Stock Exchange - standardized operation, the independent director rules of listed companies of China Securities Regulatory Commission, the articles of association and other relevant provisions, we are the independent directors of Fujian Forecam Optics Co.Ltd(688010) (hereinafter referred to as the "company"), Having carefully reviewed the relevant materials provided by the board of directors of the company, and based on its own independent judgment, the independent opinions on the relevant matters considered at the seventh meeting of the third board of directors are as follows:
1、 Independent opinions on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2022:
1. According to the authorization of the company's first extraordinary general meeting in 2022, the board of directors determined that the grant date of the incentive plan was March 24, 2022, which was in line with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the company's incentive plan (Draft).
2. The incentive object determined in the incentive plan does not have the situation of prohibiting the grant of equity incentive specified in the management measures, and the subject qualification of the incentive object is legal and effective.
3. Neither the company nor the incentive object is allowed to grant restricted shares, and the grant conditions specified in the incentive plan have been met.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. When the board of Directors voted on the relevant proposal of this grant, the related directors have avoided voting.
6. The company's implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the company's incentive mechanism, enhance the company's core management team and key employees' sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
In conclusion, we unanimously agree that the company will grant 1149800 restricted shares to 80 eligible incentive objects on March 24, 2022 at a 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.
2、 Independent opinions on the settlement of some raised investment projects and the permanent supplement of surplus raised funds to working capital
1. The company will permanently supplement the company's working capital with the surplus raised funds from the "construction project of precision and ultra precision optical processing experimental center" for the company's daily business activities, which is conducive to further filling the company's cash flow, improving the use efficiency of the raised funds and reducing the financial cost, which is in line with the interests of the company and all shareholders; 2. The contents and decision-making procedures of this matter comply with the provisions of relevant laws and regulations such as the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation and the company's management system for raised funds, and there is no situation that damages the legitimate interests of the company and minority shareholders.
Based on the above, we agree to the closing of some raised investment projects of the company and permanently supplement the working capital with the surplus raised capital.
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