Self inspection form of equity incentive plan of companies listed on GEM
Company abbreviation: Shenzhen Increase Technology Co.Ltd(300713) Stock Code: 300713 independent financial consultant: Shenzhen Tashan Enterprise Management Consulting Co., Ltd
Does this exist
Serial number (yes / no remarks / not applicable)
Compliance requirements of listed companies
Whether the financial accounting report of the latest fiscal year has been given a negative opinion by the certified public accountant or not
1. Audit report in which the auditor is unable to express an opinion
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
2. Audit report in which the auditor is unable to express an opinion
Have you failed to comply with laws and regulations, articles of association and public commitments in the last 36 months after listing
Profit distribution in line 3
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
Whether it includes shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company, as well as their spouses, parents, children and foreign employees. If so, does it explain 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
Have you been administrated by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months
11. Punishment or market entry prohibition measures
12. Whether there are circumstances stipulated in the company law under which the company is not allowed to serve as a director or senior 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
Is the total number of underlying shares involved in all equity incentive plans of listed companies within the validity period accumulated
15. 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 actual controlling shareholders
18. Is the draft equity incentive plan applicable to the employee and his / her spouse, parents, children and foreign employees
His name, position and number of awards have been listed
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 are listed companies one by one
No equity incentive shall be implemented and the incentive object shall not participate in equity incentive; Explain that equity incentive is
Will the implementation of the 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 under the equity incentive plan and its percentage in the total share capital of the listed company
Ratio; 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
percentage; 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
Percentage of total; Total amount of underlying stocks involved in all equity incentive plans within the validity period
Whether the accumulated amount exceeds 20% of the total share capital of the company and the description of its calculation method
(4) In addition to the reserved part, if the incentive objects are directors and senior managers of the company, they shall
Disclose their names, positions, the number of rights and interests they can be granted, and their proportion in the equity incentive plan
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 single excitation
The cumulative number of shares of the company granted by the incentive object through all the equity incentive plans within the validity period is
Description of whether it exceeds 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
Right date, lock-in period arrangement, etc
(6) The granting price of restricted shares, the exercise price of stock options and their determination methods. not
The method specified in Article 23 and Article 29 of the measures for the administration of equity incentive shall be adopted
In case of grant price or exercise price, the pricing basis and method shall be explained, which is independent
Directors and independent financial advisers check whether the pricing damages the interests of listed companies and minority shareholders,
Comment and disclose
(7) 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, it shall be disclosed
The conditions for each grant of rights and interests to the incentive object; If it intends to exercise its rights and interests in installments, it shall disclose the performance of each incentive object
Conditions for the exercise of rights and interests; When the agreed conditions for granting and exercising rights and interests are not fulfilled, the relevant rights and interests shall not be deferred
To the next period; If the incentive objects include directors and senior managers, it shall disclose the reasons for the incentive objects to exercise their rights and interests
Performance appraisal 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; If the company implements multi period equity incentive plan at the same time, the later stage
If the performance indicators of the incentive plan company are lower than the previous incentive plan, the reasons and measures shall be fully explained
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 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 stock or stock option
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) Change of control, merger, division of the company, change of position of incentive object, yes
How to implement the equity incentive plan in case of 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
system
(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; Existence of relevant disclosure documents of incentive objects
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
Whether the performance indicators of the company include individual performance indicators
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
If the relevant indicators of comparable companies in the same industry are used as the comparison basis, whether the selected comparison companies are not applicable to 24 or more than 3 companies
25 whether it indicates that the set indicators are scientific and reasonable
Compliance requirements for sales restriction period, vesting period and exercise period
Whether the interval between the authorized registration date of restricted shares (class I) and the date of the first lifting of restrictions is not applicable 26 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
Whether the proportion of lifting restrictions in each period does not exceed 28.50% of the total amount of restricted shares granted to the incentive object
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. Whether the time limit of each vesting period is not less than 12 months is 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
32 is the interval between the stock option authorization date and the first exercisable date less than 1 year? No
33. Is the starting date of the exercise period after the stock option 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 yes
Whether the proportion of stock options exercisable in each period of stock options does not exceed the shares granted to the incentive object is
35 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 sustainability of the listed company
36. Express opinions on whether there is obvious damage to the interests of the listed company and all shareholders
Whether the listed company has hired a law firm to issue a legal opinion in accordance with the equity incentive
37. 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 have an associated relationship with them are based on
The provisions of the measures for the administration of equity incentive have been avoided
(9) Other matters that should be explained are
38. If a listed company employs an independent financial consultant, the independent financial consultant
