Self inspection form of equity incentive plan of listed companies
Company abbreviation: Muyuan Foods Co.Ltd(002714) Stock Code: 002714
Does this exist
Serial number (yes / no / remarks not applicable)
Compliance requirements of listed companies
1. Whether the financial accounting report of the latest fiscal year has not been approved by the certified public accountant
Issue audit reports with negative opinions or unable to express opinions
2. Whether the internal control over the financial report of the latest fiscal year has not been registered will be
The auditor issues an audit report with a negative opinion or unable to express an opinion
3. Whether there has been any failure to comply with laws and regulations and public justice in the last 36 months after listing
The company’s articles of association and 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 is not provided with loans or any other form of financial support
support
Compliance requirements of incentive objects
7. Whether it does not include shares that individually or collectively hold more than 5% of the shares of the listed company
East or actual controller and their spouse, 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
10. Whether it has not been recognized by the CSRC and its dispatched offices within the last 12 months
Be an inappropriate person
11. Whether it has not been punished by the CSRC for major violations of laws and regulations in the last 12 months
The Commission and its dispatched offices may impose administrative penalties or take measures to prohibit market entry
12. Whether there are no provisions in the company law that forbid you to serve as a director or senior manager of the company
Management personnel
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 targets involved in the equity incentive plan of all listed companies within the validity period are
Whether the total number of shares of the company does not exceed 10%
16. A single incentive object is accumulated through all equity incentive plans within the validity period
Whether the granted shares 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 current equity incentive plan yes
20% of the number of interests to be granted
18. If the incentive objects are directors and senior executives, has the draft equity incentive plan been listed as yes
State his name, position and number of awards
19. If the incentive objects are directors and senior executives, whether to set performance appraisal indicators as yes
Conditions for incentive objects to exercise their rights and interests
20. Whether the validity period of the equity incentive plan has not expired since the date of the first grant of rights and interests yes
After 10 years
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 yes
(1) According to the relevant provisions of the management measures, explain whether there is a deposit one by one
It is not allowed to implement equity incentive in listed companies and the incentive objects are not allowed to participate
The situation of equity incentive; Will the equity incentive plan be implemented? Yes
To the listed company’s equity distribution does not meet the listing conditions
(2) The purpose of the equity incentive plan, the basis and scope for determining the incentive object are
around
(3) The number of rights and interests to be granted, and the subject matter involved in the equity incentive plan
Types of shares, sources of shares, number of equity and proportion in the total share capital of the listed company
Percentage of the amount; If implemented in installments, the rights and interests to be granted each time
The number, the number of underlying shares involved and the ratio to the total share capital of the listed company are
Percentage of cases; Where reserved rights and interests are set, the number of rights and interests to be reserved and their share
Percentage of the total equity of the incentive plan; All within the validity period
Whether the total number of underlying shares involved in the equity incentive plan exceeds the total number of public shares
10% of the total share capital of the company and description of its calculation process
(4) In addition to the reserved part, the incentive objects are directors and senior managers of the company
The names, positions, the number of rights and interests that can be granted to each person shall be disclosed
Proportion in the total equity to be granted under the equity incentive plan; Other incentive objects
(individually or by appropriate classification) what are the number of rights and interests that can be granted and the proportion of equity incentive
The proportion of the total rights and interests to be granted under the incentive plan; Single incentive object through all
Whether the accumulated shares of the company granted by the equity incentive plan within the validity period are
Description of exceeding 1% of the total share capital of the company
(5) The validity period of the equity incentive plan, the date and authorization date of the stock option, or
The determination method of authorization date, vesting date, exercise validity period and exercise arrangement are
The date of grant, the restricted sale period and the arrangements for the release of the restricted shares
(6) The grant price of restricted shares, the exercise price of stock options and
Its determination method. If articles 23 and 20 of the administrative measures are adopted
The grant price and exercise price shall be determined by other methods than those specified in Article 9
If qualified, the pricing basis and pricing method shall be explained. It is necessary to hire an independent
The financial advisor shall check the feasibility of the equity incentive plan and whether it is beneficial to the company
The sustainable development of listed companies, the rationality of relevant pricing basis and pricing methods
Publication, whether it damages the interests of listed companies and its impact on the interests of shareholders
Clear opinions and disclosure
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests.
Proposed sub Award
Where an incentive object grants or exercises its rights and interests, it shall disclose the rights and interests of the incentive object each time
Conditions for the exercise of rights and interests; Define and calculate the indicators involved in the establishment conditions
Description of standards; When the conditions for granting rights and interests and exercising rights and interests are not fulfilled,
Relevant interests shall not be deferred to the next period; For example, the incentive objects include directors and senior managers
The performance appraisal indicators of the incentive objects in exercising their rights and interests shall be disclosed; disclosure
If the performance appraisal indicators for the incentive object to exercise their rights and interests shall be fully disclosed
The scientificity and rationality of the index; The company implements multi period equity incentive at the same time
If the company’s performance indicators are lower than the previous incentive plan
The reasons and rationality shall be fully explained
(8) Rights and interests granting procedures of the company; among,
It should be clear that the listed company shall not grant restricted shares and that the incentive object is not
Period during which rights and interests can be exercised
(9) Adjustment of equity quantity and exercise price involved in equity incentive plan
What are the adjustment methods and procedures (such as profit distribution, share allotment, etc.)
Integer method)
(10) Accounting treatment method of equity incentive, restricted stock or stock option
The determination method of fair value, the value of important parameters of valuation model and their rationality are
The implementation of equity incentive shall accrue expenses and affect the operating performance of listed companies
Influence of
(11) Change and termination of equity incentive plan
(12) Change of control, merger, division and issuance of incentive objects of the company
How to implement the equity incentive plan in case of job change, resignation, death and other matters
Row
(13) The respective rights and obligations of the company and the incentive object, and the related disputes or disputes are
End-to-end solution mechanism
(14) The information disclosure documents related to the equity incentive plan of listed companies are inconsistent
Commitments with false records, misleading statements or major omissions; excitation
There are false records, misleading statements or material disclosure objects in the relevant disclosure documents
What is the total benefit in the event that the omission results in non-compliance with the grant or exercise of the interest
Commitment to return the company. Equity repurchase, cancellation and income return of listed companies
Trigger standard and time point of order, calculation principle and operation of repurchase price and return
Work procedure, completion deadline, etc.
Whether the performance appraisal indicators meet the relevant requirements
Whether the performance indicators of the company include individual performance indicators
Whether the company’s indicators are transparent and objective
Is it conducive to promoting the competitiveness of the company
25. If the relevant indicators of comparable companies in the same industry are used as the basis for comparison, the selected ones are not applicable
According to whether there are no less than 3 companies
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 grant date of restricted shares and the date of the first lifting of restrictions
Not less than 12 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 restriction granted to the incentive object
50% of total shares
30 is the interval between the stock option authorization date and the first exercisable date not applicable
Less than 12 months
31. It does not apply whether the starting date of the exercise period after the stock option is not earlier than the previous exercise period
Expiry date of
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 the incentive is not applicable
50% of the total stock options granted to the object
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 listing
34. The sustainable development of the company and whether there is obvious damage to the listed company and all shares are
East interests
35. Whether the listed company employs a law firm to issue a legal opinion, and
Express professional opinions in accordance with the provisions of the management measures
(1) Whether the listed company complies with the provisions of the administrative measures for the implementation of equity is
Incentive conditions
(2) Whether the contents of the equity incentive plan comply with the provisions of the administrative measures is
set
(3) Whether the formulation, deliberation, publicity and other procedures of equity incentive plan are consistent with yes
Comply with the provisions of the administrative measures
(4) Whether the determination of equity incentive objects complies with the management measures and relevant regulations
Provisions of relevant laws and regulations
(5) Whether the listed company has performed in accordance with the relevant requirements of the CSRC yes
Information disclosure obligation
(6) Whether the listed company does not provide financial assistance for the incentive object is
(7) Whether the equity incentive plan does not have obvious damage to listed companies and all
Shareholders’ interests and violations of relevant laws and administrative regulations
(8) The directors who intend to be the incentive object or have an associated relationship with them are
Has the matter been avoided in accordance with the provisions of the management measures
(9) Other matters that should be explained are
If a listed company employs an independent financial adviser, the report issued by the independent financial adviser does not apply
Whether the professional opinions in the form are complete and meet the requirements of the management measures
