Self inspection form of equity incentive plan of listed companies
Company abbreviation: Xiamen East Asia Machinery Industrial Co.Ltd(301028) Stock Code: 301028 independent financial consultant (if any): None
Does it exist
Item No. (yes / no / not applicable)
Compliance requirements of listed companies
Whether the financial accounting report of the latest fiscal year is registered for accounting
1 no
Auditors issue audit reports with negative opinions or unable to express opinions
The internal control over the financial report of the latest fiscal year was registered as an accountant
2 no
Auditors issue audit reports with negative opinions or unable to express opinions
In the last 36 months after listing, the company has failed to comply with laws and regulations
3 no
Articles of association and public 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
Whether the incentive object is provided with loans and any other forms of financial support
6 no
Financial assistance
Incentive object compliance requirements
Does it include holding more than 5% of the shares of the listed company alone or in total
7 yes
Shareholders or actual controllers and their spouses, parents and children
8. Whether independent directors and supervisors are included no
Is it deemed inappropriate by the stock exchange in the last 12 months
9 No
candidates
Recognized by China Securities Regulatory Commission and its dispatched offices in the last 12 months
10 No
Be an inappropriate person
In the last 12 months, it has been punished by the CSRC for major violations of laws and regulations
11 No
The Commission and its dispatched offices shall impose administrative penalties or take measures to prohibit market entry
12. Whether the company is prohibited from being a director of the company as stipulated in the company law, no
Supervisors and senior managers
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
All the listed companies are involved in the equity incentive plan within the validity period
15. Whether the cumulative total number of underlying shares exceeds the total share capital of the company no
20%
Whether the cumulative granted shares of a single incentive object exceed the total share capital of the company
16 No
1% of the amount
Whether the proportion of reserved rights and interests of the incentive object does not exceed the current equity incentive
17 yes
Plan 20% of the number of interests to be granted
The incentive objects are directors, senior managers, individual or total shareholders
Shareholders or actual controllers with more than 5% of shares and their spouses, parents and children
18 yes
For female and foreign employees, has the draft equity incentive plan been listed
State his name, position and number of awards
Whether the validity period of the equity incentive plan is calculated from the authorization date and does not exceed
19 yes
After 10 years
Is the draft equity incentive plan in the charge of the remuneration and assessment committee
20 yes
Draw up
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 management measures, explain whether there is a deposit one by one
The listed company shall not implement equity incentive and the incentive object shall not
yes
Participation in equity incentive; Explain the implementation of the equity incentive plan
Will the equity distribution of listed companies fail to meet the listing conditions
(2) Purpose of equity incentive plan and basis for determining incentive objects
yes
And scope
(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; if implemented in batches, the number of rights and interests to be granted each time and its percentage in the total share capital of the listed company;
If reserved rights and interests are set, the number of rights and interests to be reserved and the proportion of equity are
Percentage of the total equity of the incentive plan; Whether the total number of subject shares involved in all equity incentive plans within the validity period exceeds 10% 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, their names, positions, the number of rights and interests they can be granted, and their percentage in the total amount of rights and interests to be granted under the equity incentive plan shall be disclosed; other incentive objects (respectively or by appropriate classification)
yes
The number of rights and interests that can be granted and its percentage in the total amount of rights and interests to be granted under the equity incentive plan; And a description of 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) the validity period, authorization date or authorization date of the equity incentive plan
yes
(6) the granting price of restricted shares, the exercise price of stock options and their determination methods. The granting price and exercise price were not determined by the methods specified in articles 23 and 29 of the administrative measures
yes
In case of price, the pricing basis and method shall be explained, and the independent directors and independent financial advisers shall check whether the pricing damages the interests of the listed company and minority shareholders, express their opinions and disclose them
(7) Conditions for granting and exercising rights and interests to the incentive object. If the incentive object intends to grant rights and interests in installments, the conditions for each grant of rights and interests to the incentive object shall be disclosed; if the incentive object intends to exercise rights and interests in installments, the conditions for each exercise of rights and interests by the incentive object shall be disclosed; if 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 object intends to grant rights and interests in installments
Incentive objects include directors and senior managers, and the incentive shall be disclosed
Performance evaluation indicators for the exercise of rights and interests of the object; If the performance appraisal indicators for the exercise of the rights and interests of the incentive object are disclosed, the scientificity and rationality of the indicators shall be fully disclosed; If the company implements multi-stage equity incentive plan at the same time, if the performance index of the later incentive plan is lower than that of the previous incentive plan, the reasons and rationality shall be fully explained. (8) the procedures for the company to grant rights and interests and the incentive object to exercise rights and interests;
Among them, it shall be made clear that listed companies shall not grant restricted shares
And the period during which the incentive object shall not exercise its rights and interests (9) the number of rights and interests and exercise price involved in the equity incentive plan
The adjustment methods and procedures (such as profit distribution, allotment, etc.) are
Adjustment method at the time of scheme) (10) accounting treatment method of equity incentive, determination method of fair value of restricted shares or stock options, and important parameters of valuation model
yes
The value of the number and its rationality, the accrued expenses for the implementation of equity incentive and its impact on the operating performance of the listed company
(11) Change and termination of equity incentive plan
(12) Change of control, merger, division and incentive of the company
How to confirm when an object has a job change, resignation, death, etc
Implementation of equity incentive plan (13) respective rights and obligations of the company and incentive objects
yes
Dispute or dispute settlement mechanism
(14) Information disclosure related to equity incentive plans of listed companies
There are no false records, misleading statements or major omissions in the documents
The commitment of the; There are false records in the relevant disclosure documents of incentive objects
Misleading statements or material omissions resulting in non-compliance with the granted interests or
yes
Commitment to return all interests to the company when the owner exercises his rights and interests. upper
Trigger criteria for equity repurchase cancellation and income recovery procedures of municipal companies
Timing, calculation principles and operating procedures of repurchase price and income
Completion period, etc.
Whether the performance appraisal indicators meet the relevant requirements
22 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
23 yes
Is it 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, select
24 not applicable
Are there at least 3 control companies
25 whether it indicates that the set indicators are scientific and reasonable
Compliance requirements for sales restriction period, vesting period and exercise period
The date of authorization of restricted shares (class I) and the date of first lifting of restrictions
26 not applicable
Is the interval less than 1 year
27. Whether the time limit for lifting the sales restriction in each phase is not less than 12 months, not applicable
Whether the proportion of sales restrictions lifted in each period does not exceed the limit granted to incentive objects
28 not applicable
50% of total institutional shares
Between the grant date and the first vesting date of restricted shares (class II)
29 No
Is the interval less than 1 year
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 the restricted shares granted to the incentive object
31 yes
50% of total tickets
32 the interval between the stock option authorization date and the first exercisable date is not applicable
No less than 1 year
Is the starting date of the exercise period after the stock option not earlier than the previous line
33 not applicable
Expiry date of the right period
34. Is the exercise time limit of stock options not less than 12 months
