Xi'An Triangle Defense Co.Ltd(300775)
Self inspection form of restricted stock incentive plan in 2022
Company abbreviation: Xi'An Triangle Defense Co.Ltd(300775) Stock Code: 300775 independent financial consultant (if any):
Does it exist
Item No. (yes / no / not applicable for remarks)
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 no
Or an audit report that cannot express an opinion
2. Whether the internal control of financial report of the latest fiscal year has been negatively commented by the certified public accountant
Or an audit report that 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 real shareholders who individually or jointly hold more than 5% of the shares of the listed company
7. Whether the international controller and his / her spouse, parents, children and foreign employees, if so, indicate that it is not applicable
The necessity and rationality of the above-mentioned personnel as 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. The total number of underlying shares involved in the equity incentive plan of all listed companies within the validity period? No
Whether the accumulative total 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 the incentive object does not exceed the rights and interests to be granted in the equity incentive plan yes
The incentive objects are directors, senior managers, shareholders holding more than 5% of the shares alone or in total or actual shareholders
18. The equity incentive plan is not applicable to the international controller and his / her spouse, parents, children and foreign employees
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 equity incentive plan is prepared by the equity incentive Committee
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 listing one by one
The company shall not implement equity incentive and the incentive object shall not participate in equity incentive; Say yes
Whether the implementation of the equity incentive plan will 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 under the equity incentive plan and its proportion in the total share capital of the listed company
Cases; 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
The proportion of the amount; Where reserved rights and interests are set, the number of rights and interests to be reserved and their proportion in the equity incentive plan are
Proportion of total equity transferred; Subject matter involved in all equity incentive plans within the validity period
Whether the total number of shares exceeds 20% of the total share capital of the company and its calculation method
bright
(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; And 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) What is the validity period, authorization date or the determination method of authorization date of the equity incentive plan
Option date, lock-in period arrangement, etc
(6) The granting price of restricted shares, the exercise price of stock options and the determining party
Law. The provisions of Article 23 and Article 29 of the measures for the administration of equity incentives are not adopted
When determining the grant price and exercise price, the party that determines the grant price and exercise price shall make a decision on the basis and method of pricing
The independent directors and independent financial advisers shall check whether the pricing damages the listed company
To express opinions and disclose the interests of the company and minority shareholders
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests.
Rights and interests to be granted in installments
The conditions for each grant of rights and interests to the incentive object shall be disclosed; Rights and interests to be exercised by installments
The conditions for the incentive objects to exercise their rights and interests each time shall be disclosed; Agreed rights and interests granted
When the equity conditions are not fulfilled, the relevant equity shall not be deferred to the next period; Such as incentive object package
Including directors and senior managers, it shall disclose the performance appraisal of incentive objects in exercising their rights and interests
Indicators; If the performance appraisal indicators for the exercise of rights and interests of the incentive object are disclosed, they shall be fully disclosed
The scientificity and rationality of the set indicators; The company also implements multi period equity incentive plan
If the performance index of the company in the later incentive plan is lower than that in the earlier incentive plan, it shall be fully
Explain the reason and rationality
(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 listed companies are not allowed to grant restricted shares and incentive objects are not allowed to 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 incentive are
Accrued expenses and their impact on the operating performance of listed companies
(11) Change and termination of equity incentive plan
(12) Change of control, merger, division of the company and change of position of 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) The information disclosure documents related to the equity incentive plan of listed companies are not false
Commitments of recording, misleading statements or major omissions; Relevant disclosure documents of incentive objects
There are false records, misleading statements or major omissions, resulting in non-compliance with the granted rights and interests or
Commitment to return all interests to the company when the owner exercises his rights and interests. Equity repurchase of listed companies
Trigger standard and time point of cancellation and income recovery procedure, calculation of repurchase price and income
Principles, operating procedures, completion deadline, etc.
Whether the performance appraisal indicators meet the relevant requirements
Whether the performance indicators of the company include individual performance indicators
23. Whether the indicators are objective, open, clear and transparent, in line with the actual situation of the company, and whether they are beneficial
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, the selected comparison company is not applicable
No, 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 date of authorization registration of restricted shares (class I) and the date of first release
No less than 1 year
27. Whether the time limit for lifting the restrictions on sales in each phase is not less than 12 months yes
28. Whether the proportion of lifting restrictions in each period does not exceed the total amount of restricted shares granted to the incentive object
50%
29 whether the interval between the grant date and the first vesting date of restricted shares (class II) is less than 1 year is not applicable
30 is the time limit of each vesting period not less than 12 months? Not applicable
31. It is not applicable whether the ownership proportion of each period does not exceed 50% of the total amount of restricted shares granted to the incentive object
29. Whether the interval between the stock option authorization date and the first exercisable date is less than 1 year is not applicable
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
31. Whether the exercise time limit of stock options in each period is not less than 12 months? Not applicable
32. Whether the proportion of stock options exercisable in each period of stock options does not exceed the number of 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
33. Whether the independent directors and the board of supervisors are on whether the equity incentive plan is conducive to the holding of listed companies
Continue to develop, whether there is any obvious damage to the interests of the listed company and all shareholders
34. Whether the listed company has hired a law firm to issue a legal opinion in accordance with the equity incentive agreement
Express professional opinions in accordance with the provisions of the incentive management measures
(1) Is the listed company in compliance with the equity incentive management measures
Incentive conditions
(2) Is the content of the equity incentive plan in line with the provisions of the measures for the administration of equity incentive
set
(3) Whether the formulation, deliberation, publicity and other procedures of the equity incentive plan comply with the
Incentive management measures
(4) Whether the determination of the object of equity incentive complies with the measures for the administration of equity incentive and the relevant provisions
Provisions of relevant laws and regulations
(5) Whether the listed company has performed information disclosure in accordance with the relevant requirements of the CSRC is
obligation
(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
And violations of relevant laws and administrative regulations
(8) Are the directors who intend to be the incentive object or have an associated relationship with them
The withdrawal was carried out according to the provisions of the measures for the administration of equity incentive
(9) Other matters that should be explained are
35. If a listed company employs an independent financial adviser, the profession published in the independent financial adviser's report is not applicable
Whether the opinions are complete and meet the requirements of the measures for the administration of equity incentive
Review procedure compliance requirements
36 when the board of directors votes on the draft equity incentive plan, whether the related directors avoid voting is yes
37 when the general meeting of shareholders deliberates the draft equity incentive plan, whether the affiliated shareholders intend to avoid voting is yes
39 yes
