Shenyu Communication Technology Inc(300563)
Self inspection form of restricted stock equity incentive plan in 2022
Company abbreviation: Shenyu Communication Technology Inc(300563) Stock Code: Shenyu Communication Technology Inc(300563)
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 issued by the certified public accountant; no
1. Audit report that cannot be seen or expressed opinions
The internal control of the financial report of the most recent fiscal year was negatively issued by the certified public accountant. No
2. Audit report with or unable to express opinions
3. Failure to comply with laws and regulations, the articles of association and whether it has been made public within the last 36 months after listing
Commitment to 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
Whether it includes shareholders who individually or jointly hold more than 5% of the shares of the listed company or
7 actual controller and his / her spouse, parents, children and foreign employees, if yes, no
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
11. Whether they have been punished by the CSRC and its dispatched agencies for major violations of laws and regulations in the last 12 months
Constitute administrative punishment or take market entry prohibition measures
Are there any conditions stipulated in the company law that the company is not allowed to serve as a director or level manager of the company? No
12 shape
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 underlying stocks involved in the equity incentive plan of all listed companies within the validity period are always
Whether the cumulative amount 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
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 not applicable
17. 20% of the number of benefits
The incentive objects are directors, senior managers and shareholders holding more than 5% of the shares individually or jointly
18 or actual controller and their spouses, parents, children and foreign employees, the equity incentive is
Has the draft incentive plan 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 problem one by one
The municipal company shall not implement equity incentive and the incentive object shall not participate in equity incentive
Shape; Explain whether the implementation of the equity incentive plan will lead to the non-compliance of the equity distribution of the listed company
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
proportion; If implemented in stages, the number of rights and interests to be granted each time and the proportion of shares in the listed company
Proportion of the total amount of the project; Where reserved rights and interests are set, the number of rights and interests to be reserved and the proportion of equity are
Proportion of total equity of incentive plan; All equity incentive plans within the validity period
Whether the total number of underlying shares involved exceeds 20% of the total share capital of the company and its calculation
Description of calculation method
(4) In addition to the reserved part, the incentive objects are directors and senior managers of the company
The company shall disclose its name, position, the number of rights and interests that can be granted and its share of equity
The proportion of the total equity to be granted under the incentive plan; Other incentive objects (individually or by yes)
(properly classified) the number of rights and interests that can be granted and its proportion in the total rights and interests to be granted under the equity incentive plan
Proportion of quantity; And a single incentive object through all equity incentives within the validity period
Description of whether the cumulative shares of the company granted under the plan exceed 1% of the total share capital of the company
(5) The party that determines the validity period, authorization date or authorization date of the equity incentive plan is
Formula, vesting date, lock-in period arrangement, etc
(6) The granting price of restricted shares, the exercise price of stock options and the determining party
Law. Articles 23 and 29 of the measures for the administration of equity incentives were not adopted
Where the party making the decision determines the grant price and exercise price, it shall be responsible for the basis and party making the price
The independent director and the independent financial adviser shall check whether the pricing is damaged
To express opinions and disclose the interests of municipal companies and minority shareholders
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests.
Where the rights and interests are to be granted in installments,
The conditions under which the incentive object is granted rights and interests each time shall be disclosed; If the rights and interests are to be exercised by installments, they shall
When disclosing the conditions for incentive objects to exercise their rights and interests each time; Agree to grant and exercise rights and interests
When the conditions are not fulfilled, the relevant equity shall not be deferred to the next period; For example, the incentive objects include directors
And senior managers shall disclose the performance evaluation indicators of the incentive objects in exercising their rights and interests; yes
If the performance appraisal indicators for the exercise of rights and interests of the incentive object are disclosed, the set performance appraisal indicators shall be fully disclosed
The scientificity and rationality of the index; If the company implements multi-stage equity incentive plan at the same time, it will
If the performance index of the company in the current incentive plan is lower than that in the previous incentive plan, it shall be fully explained
Reason and rationality
(8) Procedures for granting rights and interests by the company and exercising rights and interests by incentive objects; Among them, should
It is clear that listed companies shall not grant restricted shares and incentive objects shall not exercise their rights and interests
Period of
(9) What are the adjustment methods for the number of rights and interests and exercise price involved in the equity incentive plan
And procedures (e.g. adjustment methods when implementing plans such as profit distribution and share allotment)
(10) Accounting treatment method of equity incentive, fair value of restricted stock or stock option
The determination method of value, the value of important parameters of the valuation model and their rationality, and the implementation stock is
The accrued expenses of incentive right and its impact on the operating performance of listed companies
(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 incentive plan, death plan, etc
(13) What are the respective rights and obligations of the company and the incentive object, and the relevant disputes or dispute resolution
Decision 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
Rights and interests or the commitment to return all interests to the company when exercising rights and interests. listed company
Trigger standard and time point of equity repurchase cancellation and income recovery procedures, repurchase price and
Calculation principle, operation procedure and completion period of income.
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
Whether the indicators are objective, open, clear and transparent, in line with the actual situation of the company, and whether there are yes
23. It is conducive to promoting the competitiveness of the company
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 in 24
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 authorization registration date of restricted shares (class I) and the date of the first lifting of restrictions
26 is it 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
Whether the proportion of lifting restrictions in each period does not exceed the total amount of restricted shares granted to the incentive object
50% of 28
Whether the interval between the grant date of restricted shares (class II) and the first vesting date is less than 1 is not applicable
29 years
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. 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
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
35 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
Sustainable development and whether there is any obvious damage to the interests of the listed company and all shareholders
see
Whether the listed company employs a law firm to issue a legal opinion in accordance with the
37. Express professional opinions in accordance with the provisions of the incentive management measures
(1) Whether the listed company complies with the implementation of the measures for the administration of equity incentive is
Conditions of right incentive
(2) Whether the contents of the equity incentive plan comply with the measures for the administration of equity incentive is
regulations
(3) Whether the formulation, deliberation, publicity and other procedures of the equity incentive plan comply with the requirements of the “yes to shares”
Provisions of the measures for the administration of incentive rights
(4) Whether the determination of equity incentive objects complies with the measures for the administration of equity incentive and yes
Provisions of relevant laws and regulations
(5) Whether the listed company has fulfilled the information disclosure in accordance with the relevant requirements of the CSRC yes
Disclosure 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
Profit and violation of relevant laws and administrative regulations
(8) The directors who are intended to be the incentive object or have an associated relationship with them are
No, it has been avoided in accordance with the provisions of the measures for the administration of equity incentive
(9) Other matters that should be explained are not applicable
If a listed company employs an independent financial adviser, the special report published in the independent financial adviser’s report does not apply
38. Whether the opinions of the industry are complete and meet 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 related directors avoid voting is yes
