Nanjing Shenghang Shipping Co.Ltd(001205)
Self inspection form of restricted stock incentive plan in 2021
Company abbreviation: Nanjing Shenghang Shipping Co.Ltd(001205) Stock Code: 001205 independent financial consultant: Zhongshan Securities Co., Ltd
Whether there is a comment on the serial number item (yes / no / not applicable)
Compliance requirements of listed companies
1. Whether the financial accounting report of the latest fiscal year has not been given a negative opinion by the certified public accountant
Or an audit report that cannot express an opinion
2. Whether the internal control over the financial report of the latest fiscal year has not been issued by the certified public accountant? Yes
Audit report with opinion or unable to express opinion
Whether there has been no failure to comply with laws and regulations, the articles of association and public disclosure within the last 36 months after listing
3. 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 has not been provided with loans or any other forms of financial assistance
Incentive object compliance requirements
7 whether it does not include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company
Persons and their spouses, 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 the candidate has not been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months
Is it true that the CSRC and its dispatched agencies have not been punished for major violations of laws and regulations in the last 12 months
Constitute administrative punishment or take market entry prohibition measures
Is there no circumstance that the company law stipulates that the company shall not serve as a director or senior manager of the company
12 shape
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 total number of underlying shares involved in all equity incentive plans of listed companies within the validity period is
15. Whether it does not exceed 10% of the total share capital of the company
The cumulative granted shares of a single incentive object through all equity incentive plans within the validity period are
16 No, no more than 1% of the total share capital of the company
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 17
If the incentive object is a director or senior manager, has the name and name been listed in the draft equity incentive plan
18. Number of positions granted
If the incentive objects are directors and senior executives, whether to set performance appraisal indicators as the incentive objects is OK
19 conditions for exercise of rights and interests
20. Is the validity period of the equity incentive plan less than 10 years from the date of the first grant of rights and interests
Whether the draft equity incentive plan is prepared by the salary and assessment committee is yes
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 administrative measures, explain whether there is a listed company one by one
No equity incentive shall be implemented and the incentive object shall not participate in equity incentive; Description unit is
Will the implementation of the incentive plan lead to the equity distribution of listed companies not meeting 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, and the types of underlying shares to be granted under the equity incentive plan
Category, source of equity, number of equity and percentage in the total share capital of the listed company; Ruo Fen
The number of rights and interests to be granted for each implementation, the number of underlying shares involved and the proportion of listed shares
Percentage of the total share capital of the company; If reserved rights and interests are set, the number of rights and interests to be reserved is
And the percentage in the total equity of the equity incentive plan; All equity within the validity period
Whether the total number of underlying shares involved in the incentive plan exceeds 10% of the total share capital of the company
And its calculation process
(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; Single excitation pair
For example, whether the accumulated shares of the company granted through all equity incentive plans within the validity period exceed
Description of 1% of the total share capital of the company
(5) The validity period of the equity incentive plan, the, authorization date or authorization date of the stock option is indeed
Determine the method, vesting date, exercise validity period and exercise arrangement, and grant of restricted shares
Arrangement of sales restriction period, sales restriction release period, etc
(6) The granting price of restricted shares, the exercise price of stock options and their determining parties are
Law. If the methods specified in Article 23 and Article 29 of the management measures are adopted
Where the grant price or exercise price is determined by other methods, the pricing basis and method shall be determined
Explain that an independent financial consultant is hired to check and evaluate the feasibility of the equity incentive plan and whether it is beneficial to the market
The sustainable development of the municipal company, the rationality of relevant pricing basis and pricing method, and whether it damages the listed company
Express clear opinions and disclose the interests of the company and its impact on the interests of shareholders
(7) Conditions for granting and exercising rights and interests to incentive objects. It is proposed to grant or exercise rights and interests in installments
The conditions for the incentive object to be granted or exercise rights and interests each time shall be disclosed; What is involved in the establishment conditions
Description of index definition, calculation standard, etc; The agreed conditions for granting and exercising rights and interests have not been fulfilled
When, the relevant equity shall not be deferred to the next period; If the incentive objects include directors and senior executives, the incentive shall be disclosed
Performance evaluation indicators for the exercise of rights and interests of the incentive object; Disclose the performance evaluation indicators for the exercise of rights and interests of incentive objects
The scientificity and rationality of the set indicators shall be fully disclosed; The company implements multi period equity incentive at the same time
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 said
Explain the reason and rationality
(8) The procedures for the granting of rights and interests by the company and the exercise of rights and interests by incentive objects; among them, it should be clear that listing is
The period during which the 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
It is necessary to determine the method, the value of important parameters of the valuation model and their rationality, and the accrual should be made for the implementation of equity incentive
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 post, death and other matters
(13) The respective rights and obligations of the company and the incentive object, and the relevant disputes or dispute settlement mechanism are
(14) There are no false records in the information disclosure documents related to the equity incentive plan of the listed company
Misleading statements or commitments of major omissions; There are false records in relevant disclosure documents of incentive objects
It is not in conformity with the granted rights and interests or the exercise of rights and interests due to the inclusion, misleading statements or material omissions
Commitment to return all benefits to the company. Procedures for equity repurchase, cancellation and income recovery of listed companies
Trigger standard and time point, calculation principle, operation procedure and completion period of repurchase price and income
Wait.
Whether the performance appraisal indicators meet the relevant requirements
23 does it include the company’s performance indicators and the individual performance indicators of the incentive object
Whether the indicators are objective, open, clear and transparent, in line with the actual situation of the company, and whether they are conducive to promoting yes
24. Promotion of the company’s competitiveness
If the relevant indicators of comparable companies in the same industry are used as the comparison basis, are there many comparison companies selected, which is not applicable to 25 of them
26 is it reasonable to explain the scientificity and rationality of the set indicators
Compliance requirements during restricted sale period and exercise period
27. Whether the interval between the date of grant of restricted shares and the date of release of restrictions for the first time is not less than 12 yes
month
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 lifting restrictions in each period does not exceed the total amount of restricted shares granted to the incentive object
50%
30 is the interval between the stock option authorization date and the first exercisable date not less than 12 months? Not applicable
31. 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
32. Whether the exercise time limit of stock options in each period is not less than 12 months is not applicable
Whether the proportion of stock options exercisable in each period of stock options does not exceed 50% of the total amount of non applicable 33 options for the shares granted to the incentive 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 the sustainability of the listed company
34. Express opinions on whether there is obvious damage to the interests of the listed company and all shareholders
Whether the listed company employs a law firm to issue a legal opinion in accordance with the administrative measures is
35. Provide professional opinions
(1) Whether the listed company meets the conditions for equity incentive stipulated in the administrative measures is
(2) Whether the contents of the equity incentive plan comply with the provisions of the administrative measures is
(3) Whether the formulation, deliberation, publicity and other procedures of the equity incentive plan comply with the management office
Provisions of the law
(4) Whether the determination of equity incentive objects complies with the administrative measures and relevant laws and regulations is
Provisions of
(5) Whether the listed company has fulfilled the obligation of information disclosure in accordance with the relevant requirements of the CSRC
Affairs
(6) Whether the listed company does not provide financial assistance for the incentive object is
(7) Whether the equity incentive plan does not obviously damage the interests of the listed company and all shareholders
And violations of relevant laws and administrative regulations
(8) Whether the directors to be the incentive object or the directors who have an associated relationship with them are based on
The provisions of the administrative measures have been avoided
(9) Other matters that should be explained are
If a listed company employs an independent financial adviser, the professional opinions expressed in the independent financial adviser’s report are
36 whether it is complete and meets the requirements of the management measures
Review procedure compliance requirements
37 when the board of directors votes on the draft equity incentive plan, whether the related directors avoid voting is yes
38. When the general meeting of shareholders deliberates the draft equity incentive plan, whether the related shareholders intend to avoid voting is yes
39 is there no significant precedent
The company guarantees that the information filled in is true, accurate, complete and legal, and assumes all legal liabilities arising from errors in the information filled in.
Nanjing Shenghang Shipping Co.Ltd(001205) board of directors
