Self inspection form of equity incentive plan of companies listed on GEM
Company abbreviation: Lizhong Sitong Light Alloys Group Co.Ltd(300428) Stock Code: 300428 independent financial consultant: Shanghai Rongzheng Investment Consulting Co., Ltd
Does this exist
Item No. (yes / remark no / not applicable)
Compliance requirements of listed companies
1. Whether the financial accounting report of the latest fiscal year has been given a negative opinion by the certified public accountant or not
Audit report in which the auditor cannot express an opinion
2. Whether the internal control of the financial report of the latest fiscal year has been given a negative opinion by the certified public accountant or not
Audit report in which the auditor cannot express an opinion
3. Have you failed to comply with laws and regulations, articles of association and public commitments in the last 36 months after listing
Profit distribution
4 is there any other situation that is not suitable for the implementation of equity incentive? No
5. Whether the performance appraisal system and methods have been established
6. Whether to provide loans and any other forms of financial assistance to the incentive object? No
Compliance requirements of incentive objects
Does it include shareholders or actual shareholders who individually or jointly hold more than 5% of the shares of the listed company
7. The controlling person and his / her spouse, parents, children and foreign employees. If so, whether the foregoing is stated
Necessity and rationality of personnel becoming incentive objects
8. Whether independent directors and supervisors are included no
9. Whether they have been identified as inappropriate candidates by the stock exchange in the last 12 months? No
10. It has been identified as an inappropriate candidate by the CSRC and its dispatched offices in the last 12 months. No
11. Whether they have been punished by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months
Government punishment or market entry prohibition measures
12. Whether there are circumstances stipulated in the company law that the company is not allowed to serve as a director or level manager of the company? No
13 is there any other situation that is not suitable to be the incentive object? No
14. Whether the incentive list has been verified by the board of supervisors yes
Incentive plan compliance requirements
15. Whether the total number of underlying shares involved in all equity incentive plans of listed companies within the validity period is accumulated
Whether it exceeds 20% of the total share capital of the company
16. Whether the cumulative granted shares of a single incentive object exceed 1% of the total share capital of the company no
17. Whether the proportion of reserved rights and interests of incentive objects does not exceed the number of rights and interests to be granted in this equity incentive plan
20% of quantity
The incentive objects are directors, senior managers, shareholders holding more than 5% of shares alone or in total, or
18. For the actual controller and his / her spouse, parents, children and foreign employees, the equity incentive plan is
Whether the draft has listed its name, position and number of awards
19. Is the validity period of the equity incentive plan less than 10 years from the date of authorization
Whether the draft equity incentive plan is prepared by the salary and assessment committee is
Integrity requirements for disclosure of equity incentive plan
21. Whether the matters specified in the equity incentive plan are complete
(1) According to the provisions of the measures for the administration of equity incentive, 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; The explanation is
Will the implementation of the equity incentive plan cause the equity distribution of listed companies not to meet the 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 by the equity incentive plan and its 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 its proportion in the total share capital of the listed company
Proportion of; Where reserved rights and interests are set, the number of rights and interests to be reserved and the proportion in the equity incentive plan are
Proportion of total profit; Description of whether the total number of subject shares involved in all equity incentive plans within the validity period exceeds 20% of the total share capital of the company and its calculation method (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 their proportion in the total amount to be granted under the equity incentive plan shall be disclosed
The proportion of total equity granted; Other incentive objects (individually or by appropriate classification) can be awarded
The number of equity and its proportion in the total amount of equity to be granted under the equity incentive plan; And a statement on whether the accumulated shares of the company granted by a single incentive object through all the equity incentive plans within the validity period exceed 1% of the total share capital of the company
(5) Is it feasible to determine the validity period, authorization date or authorization date of the equity incentive plan
Option date, lock-in period arrangement, etc. (6) the grant price of restricted shares, the exercise price of stock options and their determination methods. The provisions of Article 23 and Article 29 of the measures for the administration of equity incentive are not adopted
In determining the grant price and exercise price, the pricing basis and method shall be explained
Independent directors and independent financial advisers check whether the pricing damages the interests of listed companies and minority shareholders, express opinions and disclose (7) the conditions for incentive objects to be granted rights and interests and exercise rights and interests. If the rights and interests are to be granted in installments, the conditions for the incentive object to receive the rights and interests each time shall be disclosed; If it plans to exercise its rights and interests by stages, it shall disclose the conditions for the incentive object to exercise its rights and interests each time; Conditions for granting and exercising rights and interests not agreed
At the time of achievement, the relevant equity shall not be deferred to the next period; For example, the incentive objects include directors and senior managers
The managers shall disclose the performance evaluation indicators of the incentive objects in exercising their rights and interests; If the performance appraisal indicators for the exercise of rights and interests of the incentive object are disclosed, the scientificity and rationality of the set indicators shall be fully disclosed; If the company implements multi period equity incentive plan at the same time, if the performance index of the later incentive plan is lower than that of the earlier incentive plan, the reason 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 that
The period during which the municipal company may not grant restricted shares and the incentive object may not exercise its rights and interests
(9) What are the adjustment methods and procedures for the number of rights and interests and exercise price involved in the equity incentive plan
(e.g. adjustment method when implementing profit distribution, share allotment and other schemes) (10) accounting treatment method of equity incentive, fair value of restricted shares or stock options
The determination method, the value of important parameters of the valuation model and its rationality, and the implementation of equity incentive should be
Accrued expenses and its impact on the operating performance of listed companies
(11) Change and termination of equity incentive plan
(12) How to implement the equity incentive plan when the company has a change of control, merger, division, job change of incentive object, resignation, death and other matters
(13) What are the respective rights and obligations of the company and the incentive object, and what are the relevant disputes or dispute resolution mechanisms
(14) there is no false record in the information disclosure documents related to the equity incentive plan of the listed company
Promises containing, misleading statements or major omissions; The existence of relevant disclosure documents of incentive objects is
False records, misleading statements or major omissions lead to non-compliance with the granted rights and interests or the exercise of rights and interests
Commitment to return all interests to the company in case of equity.
Equity repurchases, cancellations and receipts of listed companies
Trigger standard and time point of profit recovery procedure, calculation principle and operation of repurchase price and income
Procedures, completion deadline, etc.
Whether the performance appraisal indicators meet the relevant requirements
22. Whether the performance indicators of the company and the individual performance indicators of the incentive object are included
23. Whether the indicators are objective, open, clear and transparent, in line with the actual situation of the company and conducive to
Promote the competitiveness of the company
24. If the relevant indicators of comparable companies in the same industry are used as the comparison basis, is the selected comparison company not applicable
No less than 3
25 whether it indicates that the set indicators are scientific and reasonable
Compliance requirements for sales restriction period, vesting period and exercise period
26 is the interval between the authorization registration date of restricted shares (class I) and the date of the first lifting of restrictions not applicable
Less than 1 year
27. Whether the time limit for lifting the restrictions on sales in each issue is not less than 12 months is not applicable
28. Whether the proportion of lifting the restrictions in each period does not exceed the total amount of restricted shares granted to the incentive object is not applicable
50%
29 is the interval between the grant date and the first vesting date of restricted shares (class II) less than 1 year? No
30 whether the time limit of each vesting period is not less than 12 months yes
Whether the ownership proportion of each period does not exceed 50% of the total amount of restricted shares granted to the incentive object is
32. Whether the interval between the stock option authorization date and the first exercisable date is less than 1 year is not applicable
33. 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
34. Whether the exercise time limit of stock options in each period is not less than 12 months is not applicable
35. Whether the proportion of stock options exercisable in each period of stock options does not exceed the shares granted to the incentive object is not applicable
50% of total 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 sustainable development of listed companies
Express opinions on development and whether there is obvious damage to the interests of the listed company and all shareholders
37. Whether the listed company employs a law firm to issue a legal opinion and in accordance with the equity incentive
Express professional opinions in accordance with the provisions of the administrative measures
(1) Whether listed companies comply with the provisions of the measures for the administration of equity incentive and implement equity incentive is
Conditions
(2) Whether the content of the equity incentive plan complies with the provisions of the measures for the administration of equity incentive is
(3) Whether the formulation, deliberation, publicity and other procedures of the equity incentive plan comply with the equity incentive plan
Management measures
(4) Whether the determination of equity incentive objects complies with the measures for the administration of equity incentive and relevant laws is
Provisions of laws and regulations
(5) Whether the listed company has fulfilled the obligation of information disclosure in accordance with the relevant requirements of the CSRC is
(6) Does the listed company provide financial assistance to the incentive object? No
(7) Whether the equity incentive plan has obvious damage to the interests of the listed company and all shareholders or not
Violation of relevant laws and administrative regulations
(8) Whether the directors who intend to be the incentive object or the directors who have an associated relationship with them are not applicable according to the law
The provisions of the measures for the administration of equity incentive have been avoided
(9) Other matters that should be explained are
If a listed company employs an independent financial adviser, the professional meaning of the independent financial adviser’s report is
See whether it is complete and meets the requirements of the measures for the administration of equity incentive
Review procedure compliance requirements
39 when the board of directors votes on the draft equity incentive plan, whether the affiliated directors withdraw from voting is not applicable
40. When the general meeting of shareholders deliberates the draft equity incentive plan, whether the related shareholders intend to avoid voting is yes
41 is there any financial innovation? No
The company guarantees that the information filled in is true, accurate, complete and legal, and assumes all legal liabilities arising from the error of the information filled in.
