Self inspection form of equity incentive plan of listed companies
Company abbreviation: Zjamp Group Co.Ltd(002758) Stock Code: 002758 bond abbreviation: Huatong convertible bond bond Code: 128040
Independent financial consultant: Shanghai Rongzheng Investment Consulting Co., Ltd
Whether there is such item (yes / note no / not applicable)
Compliance requirements of listed companies
1. Whether the financial and accounting report of the latest fiscal year has not been given a negative opinion by the certified public accountant, or
Audit report with no opinion
2. Whether the internal control report of 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
3. Whether there has been any failure to comply with laws and regulations, the 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
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 the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company
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
11 is it true that the CSRC and its dispatched offices have not been punished for major violations of laws and regulations in the last 12 months
Administrative punishment or market entry prohibition measures
12. Whether there is no provision in the company law that a person is not allowed to serve as a director or senior manager of the company
situation
13. Whether there are no other situations that are not suitable to be the incentive object
14 is the list of incentive objects verified by the board of supervisors
Incentive plan compliance requirements
What is the cumulative total number of underlying shares involved in all equity incentive plans of listed companies within the validity period
No, no more than 10% of the total share capital of the company
16. Whether the cumulative number of shares granted to a single incentive object through the equity incentive plan within the whole validity period does not exceed yes
1% of the total share capital of the company
17. Whether the proportion of reserved rights and interests of incentive objects does not exceed 20% of the number of rights and interests to be granted in the equity incentive plan is not applicable
18. If the incentive objects are directors and senior executives, has the name, position and number of awards been listed in the draft equity incentive plan
If the incentive objects are directors and senior executives, whether to set up performance evaluation indicators as the incentive objects to exercise their rights is a beneficial condition
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 are listed companies that may not be truthful one by one
Equity incentive and the situation that the incentive object is not allowed to participate in equity incentive; Explain whether the implementation of the equity incentive plan will cause the equity distribution of the listed company 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, the types of underlying shares to be granted under the equity incentive plan, and
Source, number of equity and percentage in the total share capital of the listed company; If implemented in stages,
The number of rights and interests to be granted each time, the number of underlying shares involved and the percentage in the total share capital of the listed company; Where reserved rights and interests are set, the number of rights and interests to be reserved and their proportion in the equity incentive plan
Percentage of total equity; Subject matter involved in all equity incentive plans within the validity period
Description of whether the total number of shares 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 be disclosed
Name, position, number of rights and interests that can be granted respectively, and proportion in the total amount of rights and interests to be granted under the equity incentive plan
Proportion of; The number of rights and interests that can be granted to other incentive objects (individually or by appropriate classification) and their proportion in the total amount of rights and interests to be granted under the equity incentive plan; a single incentive object is in the validity period through all
Description of whether the accumulated shares of the company granted under the equity incentive plan exceed 1% of the total share capital of the company
(5) The validity period of the equity incentive plan, the of the stock option, the date of authorization or the method of determining the date of authorization
The vesting date, exercise validity period and exercise arrangement, the grant date, restricted sale period and settlement of restricted shares are periodic arrangements other than restricted sale locks, etc
(6) The grant price of restricted shares, the exercise price of stock options and their determination methods
Other methods other than those specified in articles 23 and 29 of the administrative measures shall be used to determine
Where the grant price and exercise price are fixed, the pricing basis and pricing method shall be explained. An independent financial consultant shall be employed to check and verify the feasibility of the equity incentive plan and whether it is beneficial to the listed company
Sustainable development, rationality of relevant pricing basis and pricing method, and whether it damages the interests of listed companies
And the impact on shareholders' interests
(7) Conditions for granting and exercising rights and interests to incentive objects. If the incentive objects intend to grant or exercise rights and interests in installments,
The conditions for each grant or exercise of rights and interests of the incentive object shall be disclosed; On the issues involved in the establishment conditions
Description of index definition, calculation standard, etc; 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 executives, the incentive shall be disclosed
Performance evaluation indicators for the exercise of rights and interests of the 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 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 charged
Explain the reason and rationality of the sub
(8) The procedures for the granting of rights and interests by the company and the exercise of rights and interests by the incentive object shall specify that the listed company shall not grant restricted shares and the incentive object shall not exercise rights and interests
(9) Adjustment methods and procedures for the number of rights and interests and exercise price involved in the equity incentive plan (for example, adjustment methods during the implementation of profit distribution, allotment and other schemes)
(10) Accounting treatment method of equity incentive, determination of fair value of restricted shares or stock options
Methods, the value of important parameters of the valuation model and its rationality, the accrued expenses for the implementation of equity incentive and its impact on the operating performance of listed companies
(11) Change and termination of equity incentive plan
(12) How to implement the equity incentive plan when the company has a change of control, merger, division, job change, resignation and death of the incentive object
(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 the relevant disclosure documents of incentive objects
Misleading statements or material omissions lead to non-compliance with the commitment that all benefits will be returned to the company in the case of granting rights and interests or exercising rights and interests. Trigger criteria for equity repurchase, cancellation and income recovery procedures of listed companies
Timing, calculation principles, operating procedures and completion period of repurchase price and income, etc.
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 the competitiveness of the company
25. If the relevant indicators of comparable companies in the same industry are used as the comparison basis, are there many comparison companies selected, which are not applicable to 3 companies
26 is it reasonable to explain the scientificity and rationality of the set indicators
Compliance requirements during restricted sale period and exercise period
27 is the interval between the date of grant of restricted shares and the date of first release of restrictions not less than 12 months
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 the restrictions on sales in each period does not exceed 50% of the total amount of restricted shares granted to the incentive object
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
33. Whether the proportion of stock options exercisable in each period of stock options does not exceed 50% of the total amount not applicable to the stock options granted to the incentive object
Compliance requirements for professional opinions of independent directors, board of supervisors and intermediaries
34. Whether the independent directors and the board of supervisors have made comments on whether the equity incentive plan is conducive to the sustainable development of the listed company
Whether there is any opinion that obviously damages the interests of the listed company and all shareholders
Whether a listed company has hired a law firm to issue a legal opinion in accordance with the provisions of the administrative measures is
Express 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 administrative measures is
regulations
(4) Whether the determination of equity incentive objects complies with the provisions of the administrative measures and relevant laws and regulations is
(5) Whether the listed company has fulfilled the obligation of information disclosure in accordance with the relevant requirements of the CSRC is
(6) Whether the listed company does not provide financial assistance for the incentive object is
(7) Whether there is no obvious damage to the interests of the listed company and all shareholders and violation of the equity incentive plan
Relevant laws and administrative regulations
(8) Whether the director who intends to be the incentive object or the director who has an associated relationship with him is in accordance with the management
The provisions of the administrative measures have been avoided
(9) Whether to explain other matters that should be explained is
If a listed company employs an independent financial adviser, the professional opinions expressed in the independent financial adviser's report are
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, does the affiliated shareholder intend to avoid voting
