Securities code: Fujian Forecam Optics Co.Ltd(688010) securities abbreviation: Fujian Forecam Optics Co.Ltd(688010) Announcement No.: 2022031 Fujian Forecam Optics Co.Ltd(688010)
About the incentive objects of restricted stock incentive plan in 2022
Announcement of granting restricted shares
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.
Important content tips:
Restricted stock grant date: March 24, 2022
Number of restricted shares granted: 612300 restricted shares of class I and 537500 restricted shares of class II.
Equity incentive methods: class I restricted stocks and class II restricted stocks
The restricted stock grant conditions stipulated in the 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)” and “this incentive plan”) have been fulfilled. According to the authorization of the first extraordinary general meeting of shareholders in 2022 of Fujian Forecam Optics Co.Ltd(688010) (hereinafter referred to as “the company” or ” Fujian Forecam Optics Co.Ltd(688010) “), the company held the seventh meeting of the third board of directors and the seventh meeting of the third board of supervisors on March 24, 2022, The proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2022 was deliberated and passed, and it was 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 relevant matters are explained as follows:
1、 Restricted stock grants
(I) implementation of decision-making and restricted information of the stock grant
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.
(II) description of the differences between the equity incentive plan implemented this time and the disclosed equity incentive plan
The content of the incentive plan implemented by the company this time is consistent with that deliberated and approved by the first extraordinary general meeting of shareholders in 2022.
(III) the board of directors’ statement on the satisfaction of the grant conditions and the explicit opinions of the independent directors and the board of supervisors
1. Description of the board of directors on the satisfaction of the grant conditions
According to the provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the “conditions for granting restricted shares” in 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 careful verification, the board of directors of the company has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. The granting conditions of this incentive plan have been met.
2. Relevant explanations of the board of supervisors on whether the grant meets the conditions
(1) The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
(2) The incentive objects granted this time are the incentive objects determined in the incentive plan (Draft) deliberated and adopted by the first extraordinary general meeting of the company in 2022, and have the qualifications specified in the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws, regulations and normative documents as well as the articles of association, It meets the conditions of incentive objects specified in the administrative measures and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, meets the scope of incentive objects specified in the incentive plan, and its subject qualification as the incentive object of the incentive plan is legal and effective. (3) The company determines that the grant date of this incentive plan complies with the relevant provisions on the grant date in the administrative measures and the incentive plan (Draft).
To sum up, the conditions for the incentive object to be granted restricted shares have been met, and the board of supervisors agreed to grant restricted shares on March 24, 2022
The grant date is the grant date, and 1149800 restricted shares are granted to 80 incentive objects at 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.
3. Relevant explanations of independent directors on whether the grant meets the conditions
(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.
(IV) the granting of restricted shares
1. Grant date: March 24, 2022
2. Number of granted shares: 612300 restricted shares of class I and 537500 restricted shares of class II. 3. Number of persons granted: there are 80 incentive objects of class I restricted shares and class II restricted shares in the incentive plan.
4. Grant price: the first type of restricted stock is 10.00 yuan / share, and the second type of restricted stock is 10.00 yuan / share.
5. Stock source: the company repurchases the company’s A-share common stock from the secondary market and / or issues the company’s A-share common stock to the incentive object.
6. Schedule of this incentive plan
(1) The validity period, restricted period and lifting of restricted stock incentive plan of the first type
1) Period of validity
The term of validity of the incentive plan for class I restricted shares shall be no more than 48 months from the date when the registration of the grant of class I restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased.
2) Restricted period
The first type of restricted shares granted under the incentive plan are subject to different restricted sales periods, which are 12 months, 24 months and 36 months respectively from the date of completion of grant registration. The class I restricted shares granted to the incentive object under the incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted.
After the expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction, and the class I restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased and cancelled by the company.
3) Lifting the restriction arrangement
The release period of class I restricted shares granted by the incentive plan and the release schedule of each period are shown in the table below:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
The first month after 12 months from the date of completion of restricted stock registration
30% within 24 months from the first trading date of lifting the restrictions to the date of completion of the registration of restricted shares
End of the last trading day
The first month after 24 months from the date of completion of restricted stock registration
30% within 36 months from the second trading day to the date of completion of restricted stock registration
End of the last trading day
The first delivery after 36 months from the date of completion of restricted stock registration
40% within 48 months from the third trading day to the date of completion of restricted stock registration
End of the last trading day
For restricted shares that have not applied for lifting the restrictions on sale within the above agreed period or cannot be lifted due to failure to meet the conditions for lifting the restrictions on sale, the company will repurchase and cancel them in accordance with the principles specified in this incentive plan, and the relevant rights and interests shall not be deferred to the lifting of the restrictions on sale in the next period.
The restricted shares granted to the incentive object, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as that of restricted shares. If the company repurchases the restricted shares that have not been lifted at that time, the shares obtained for the above reasons will be repurchased together.
(2) The validity period, vesting period and vesting arrangement of the second type of restricted stock incentive plan
1) Period of validity
The term of validity of the incentive plan for class II restricted shares shall be no more than 49 months from the date of the grant of class II restricted shares to the date when all the class II restricted shares granted to the incentive object are vested or invalid.
2) Attribution arrangement
After the incentive objects meet the corresponding attribution conditions, the class II restricted shares granted under the incentive plan will be attributed in batches according to the agreed proportion. The attribution date must be the trading day and shall not be attributed within the following periods:
① Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the annual report and semi annual report is delayed due to special reasons, it shall be 30 days before the original scheduled announcement date
