Guangzhou Pearl River Piano Group Co.Ltd(002678)
Self inspection form of equity incentive plan
Company abbreviation: Guangzhou Pearl River Piano Group Co.Ltd(002678) Stock Code: 002678 independent financial consultant: Shanghai Rongzheng Investment Consulting Co., Ltd
Whether there is a remark on the item of serial number (yes / no / not applicable)
Compliance requirements of listed companies
1. Whether the financial and accounting report of the latest fiscal year has not been issued by the certified public accountant? Yes
Opinions or audit reports that cannot express opinions
2. Whether the internal control of the financial report of the latest fiscal year has not been issued by the certified public accountant yes
Audit report with negative opinion or unable to express opinion
3. Whether there has been any failure to comply with laws and regulations, the articles of association, or the
Public commitment to profit distribution
4 is there any other situation that is not suitable for the implementation of equity incentive
5. Whether the performance appraisal system and methods have been established
6. Whether the incentive object has not been provided with loans or any other forms of financial assistance
Compliance requirements of incentive objects
7. Whether it does not include the shareholders who individually or jointly hold more than 5% of the shares of the listed company or the actual shareholders
International controllers and their spouses, parents and children
8 whether independent directors and supervisors are not included
9. Whether the candidate has not been identified as inappropriate by the stock exchange in the last 12 months is
Whether it has not been recognized as inappropriate by the CSRC and its dispatched offices in the last 12 months
candidates
11. Whether it has not been sent by the CSRC or its representative for major violations of laws and regulations in the last 12 months
Administrative penalty for leaving the institution or market entry prohibition measures
12. Whether there is no provision in the company law that a person is not allowed to serve as a director or senior manager of the company
Staff situation
13. Whether there are no other situations that are not suitable to be the incentive object
14. Whether the incentive list has been verified by the board of supervisors yes
Incentive plan compliance requirements
The underlying stocks involved in the equity incentive plan of all listed companies within the validity period are always
Whether the accumulated amount does not exceed 10% of the total share capital of the company
16. The cumulative number of shares granted to a single incentive object through all equity incentive plans within the validity period is
Whether the votes do not exceed 1% of the total share capital of the company
17. Whether the proportion of reserved rights and interests of incentive objects does not exceed the rights to be granted in this equity incentive plan is
20% of benefits
18. If the incentive objects are directors and senior executives, has the draft equity incentive plan listed their surnames
Name, position and number of awards
19. If the incentive objects are directors and senior executives, whether to set up performance appraisal indicators as incentive is right
Conditions for exercising rights and interests
20. Is the validity period of the equity incentive plan less than 10 years from the date of the first equity grant
Whether the draft equity incentive plan is prepared by the salary and assessment committee is
Integrity requirements for disclosure of equity incentive plan
22. Whether the matters specified in the equity incentive plan are complete
(1) According to the relevant provisions of the administrative measures, explain whether there is a listed company one by one
The company shall not implement equity incentive and the incentive object shall not participate in equity incentive; yes
Explain whether the implementation of equity incentive plan will lead to inconsistent equity distribution of listed companies
Joint listing conditions
(2) The purpose of the equity incentive plan, the basis and scope for determining the incentive object are
(3) The number of rights and interests to be granted, and the underlying shares to be granted under the equity incentive plan
Type, source, number of rights and interests and their proportion in the total share capital of the listed company;
If implemented by stages, the number of rights and interests to be granted each time and the number of underlying shares involved
And the percentage in the total share capital of the listed company; To set reserved rights and interests
The number of rights and interests retained and the percentage in the total rights and interests of the equity incentive plan; All
Whether the cumulative total number of underlying shares involved in the equity incentive plan within the validity period exceeds
10% of the total share capital of the company and its calculation process
(4) In addition to the reserved part, if the incentive objects are directors and senior managers of the company,
Their names, positions, the number of rights and interests they can be granted and the proportion of equity incentive shall be disclosed
The proportion of the total rights and interests to be granted; Other incentive objects (respectively or according to appropriate points)
Class) the number of rights and interests that can be granted and its proportion in the total amount of rights and interests to be granted under the equity incentive plan
Cases; A single incentive object is granted through the equity incentive plan within the validity period
Description of whether the accumulated shares of the company exceed 1% of the total share capital of the company
(5) The validity period of equity incentive plan, the date of stock option, authorization date or authorization date
To determine the method, vesting date, exercise validity period and exercise arrangement of restricted stocks
The date of grant, the period of restriction on sales and the arrangements for the release of the lock-in period of restriction on sales, etc
(6) The granting price of restricted shares, the exercise price of stock options and the determining party
Law. If the methods specified in Article 23 and Article 29 of the management measures are adopted
Where the grant price or exercise price is determined by other methods, the basis for pricing shall be determined
And the pricing method, hire an independent financial consultant to verify and calculate the equity incentive
Feasibility of the plan, whether it is conducive to the sustainable development of listed companies, and relevant pricing basis
And the rationality of pricing methods, whether it damages the interests of listed companies and the interests of shareholders
Express clear opinions and disclose the impact of
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests.
To be granted in installments or
If the rights and interests are exercised, the conditions for the incentive object to be granted or exercise the rights and interests each time shall be disclosed;
Description of the definition of indicators and calculation standards involved in the establishment conditions; The agreed grant is
When the rights and interests and the conditions for exercising rights and interests are not fulfilled, the relevant rights and interests shall not be deferred to the next period; as
Incentive objects include directors and senior executives, and the performance of incentive objects in exercising their rights and interests shall be disclosed
Assessment indicators; The disclosure of performance evaluation indicators for the exercise of rights and interests of incentive objects shall be fully disclosed
Disclose the scientificity and rationality of the set indicators; The company implements multi period equity incentive at the same time
If the performance index of the company in the later incentive plan is lower than that in the earlier incentive plan,
The reasons and rationality shall be fully explained
(8) Procedures for granting rights and interests by the company and exercising rights and interests by incentive objects; Among them, it should be clear
What is the period during which a listed company may not grant restricted shares and incentive objects may not exercise their rights and interests
between
(9) The number of rights and interests involved in the equity incentive plan and the adjustment method and method of exercise price are
Procedures (e.g. adjustment methods during the implementation of profit distribution, share allotment and other schemes)
(10) Accounting treatment method of equity incentive, fair value of restricted stock or stock option
The value determination method, the value of important parameters of the valuation model and its rationality, and the implementation of equity
The incentive fee shall be accrued and its impact on the operating performance of the listed company
(11) Change and termination of equity incentive plan
(12) In case of change of control, merger, division of the company and the position of the incentive object
How to implement the equity incentive plan in case of change, resignation, death and other matters
(13) The respective rights and obligations of the company and the incentive object, and the relevant disputes or dispute settlement are
mechanism
(14) There is no falsehood in the information disclosure documents related to the equity incentive plan of listed companies
False records, misleading statements or commitments of major omissions; Disclosure of incentive objects
The document contains false records, misleading statements or major omissions, resulting in non-compliance with the award
Equity or commitment to return all interests to the company under the exercise of equity. Listed company rights
Trigger standard and time point, repurchase price and income recovery procedure
Calculation principle, operation procedure, completion period, etc.
Whether the performance appraisal indicators meet the relevant requirements
Whether it includes the company’s performance indicators and the individual performance indicators of the incentive object is
24. Whether the indicators are objective, open, clear and transparent, in line with the actual situation of the company, and whether there are yes
It is conducive to promoting the competitiveness of the company
25 If the relevant indicators of comparable companies in the same industry are used as the comparison basis, the selected comparison company is not applicable
Are there no less than 3
26. Whether it indicates that the set indicators are scientific and reasonable
Compliance requirements during restricted sale period and exercise period
27 is the interval between the date of grant of restricted shares and the date of first release not less than 12 yes
Months
28. Whether the time limit for lifting the restrictions on sales in each issue is not less than 12 months yes
29. Whether the proportion of sales restrictions lifted in each period does not exceed the total amount of restricted shares granted to the incentive object
50% of
30. Whether the interval between the stock option authorization date and the first exercisable date is not less than 12? Not applicable
month
31. It does not apply whether the starting date of the exercise period after the stock option is not earlier than the expiration date of the previous exercise period
32. Whether the exercise time limit of stock options in each period is not less than 12 months? Not applicable
33. Whether the stock option proportion of the exercisable right of stock option in each period does not exceed that of the incentive object is not applicable
50% of total stock options
Compliance requirements for professional opinions of independent directors, board of supervisors and intermediaries
Whether the independent directors and the board of supervisors agree on whether the equity incentive plan is conducive to the development of listed companies
34 sustainable development and whether there is any obvious damage to the interests of the listed company and all shareholders
see
35. Whether the listed company has hired a law firm to issue a legal opinion and handled it in accordance with the management office
Express professional opinions in accordance with the provisions of the law
(1) Whether the listed company complies with the provisions of the administrative measures for the implementation of equity incentive is
piece
(2) Whether the contents of the equity incentive plan comply with the provisions of the administrative measures is
(3) Whether the formulation, deliberation, publicity and other procedures of the equity incentive plan comply with the management
Provisions of the measures
(4) Whether the determination of equity incentive objects complies with the administrative measures and relevant laws is
Provisions of regulations
(5) Whether the listed company has performed information disclosure in accordance with the relevant requirements of the CSRC is
obligation
(6) Whether the listed company does not provide financial assistance for the incentive object is
(7) Whether there is no obvious damage to the interests of listed companies and all shareholders in the equity incentive plan
Profit and violation of relevant laws and administrative regulations
(8) Is it not applicable to the directors who are intended to be the incentive object or the directors who have an associated relationship with them
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