Fujian Nebula Electronics.Ltd(300648) equity incentive plan self checklist company abbreviation: Fujian Nebula Electronics.Ltd(300648) Stock Code: 300648 independent financial consultant: Shanghai Rongzheng Investment Consulting Co., Ltd
Does the exist
Serial number (yes / no / remarks not applicable)
Compliance requirements of listed companies
1. Whether the financial accounting report of the latest fiscal year has been issued by the certified public accountant; no
Audit reports with or without opinions
2. The internal control of the financial report of the most recent fiscal year was negatively issued by the certified public accountant. No
Audit reports with or without opinions
3. Any failure to comply with laws and regulations, articles of association and public commitments within the last 36 months after listing
Distribution of profits
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
Incentive object compliance requirements
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, 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 it has been punished by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months
Administrative punishment or market entry prohibition measures
12. Whether the company law stipulates that it is not allowed to serve as a director or senior manager of the company? No
situation
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 all the underlying stocks involved in the equity incentive plan of the listed company within the validity period are always
Does the cumulative amount exceed 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 the incentive object does not exceed the rights to be granted under the equity incentive plan yes
20% of benefits
The incentive objects are directors, senior managers and shareholders holding more than 5% of the shares individually or jointly
18. The equity incentive of the actual controller and his spouse, parents, children and foreign employees 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 yes
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 administrative measures, explain whether there are listed companies' non-compliance one by one
Equity incentive may be implemented and the incentive object may not participate in equity incentive; The explanation is
Will the implementation of the equity incentive plan cause the equity distribution of listed companies not to meet the listing conditions
piece
(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
percentage; If implemented by stages, the number of rights and interests to be granted each time and its proportion in the listed company
Percentage of total share capital; If reserved rights and interests are set, the number and proportion of rights and interests to be reserved are
Percentage of total equity of equity incentive plan; All equity incentives within the validity period
Does the total number of underlying shares involved in the plan exceed 20% of the total share capital of the company
And 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 share of equity incentive shall be disclosed
Percentage of the total equity to be granted in the plan; Other incentive objects (individually or as appropriate)
(when classified) the number of rights and interests that can be granted and its proportion in the total amount of rights and interests to be granted under the equity incentive plan
Percentage of; 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) What is the validity period, authorization date or the determination method of authorization date of the equity incentive plan
Vesting date, lock-in period arrangement, etc
(6) The granting price of restricted shares, the exercise price of stock options and their determining party
Law. Failure to adopt the methods specified in articles 23 and 29 of the management measures
Where the grant price or exercise price is fixed, the basis and method of pricing shall be explained
Clearly, independent directors and independent financial advisers check whether the pricing damages the listed company
Interests of minority shareholders, express opinions and disclose
(7) Conditions for the incentive object to be granted rights and interests and exercise rights and interests. If it plans 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 rights and interests are to be exercised by installments,
The conditions for each exercise of the rights and interests of the incentive object shall be disclosed; Agreed grant and exercise of rights and interests
When the equity conditions are not fulfilled, the relevant equity shall not be deferred to the next period; Such as incentive object package
Including directors and senior managers, the performance of incentive objects in exercising their rights and interests shall be disclosed
Nuclear indicators; The disclosure of performance appraisal indicators for the exercise of rights and interests of incentive objects shall be fully disclosed
Disclose the scientificity and rationality of the set indicators; 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,
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 shall be clearly stated
It is clear that listed companies shall not grant restricted shares and incentive objects shall not exercise their rights and interests
period
(9) The number of rights and interests involved in the equity incentive plan and the adjustment method and method of exercise price are
Procedures (e.g. adjustment methods during the implementation of profit distribution, share allotment, etc.)
(10) Accounting treatment method of equity incentive, fair value of restricted stock or stock option
The value determination method, 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 equity incentive plan in case of change, resignation, death, 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) The information disclosure documents related to the equity incentive plan of listed companies do not exist falsely
False records, misleading statements or 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 does it include the company's performance indicators and the individual performance indicators of the incentive object
23. Whether the indicators are objective, open, clear and transparent, in line with the actual situation of the company, and whether there are yes
It is conducive to promoting the competitiveness of the company
24 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
25 whether it indicates that the set indicators are scientific and reasonable
Compliance requirements for sales restriction period, vesting period and exercise period
26 the interval between the authorization registration date of restricted shares (class I) and the date of the first lifting of restrictions is not applicable
Is it 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
28. Whether the proportion of lifting the restriction in each period does not exceed the total amount of restricted shares granted to the incentive object is not applicable
50% of
29 is the interval between the grant date of restricted shares (class II) and the first vesting date less than 1? No
year
Whether the time limit of each vesting period is not less than 12 months yes
Whether the vesting proportion of each period does not exceed 50% of the total restricted shares granted to the incentive object is
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 each stock option is not less than 12 months is not applicable
35. Whether the proportion of stock options exercisable in each period of stock options does not exceed that granted to the incentive object is not applicable
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 discuss whether the equity incentive plan is conducive to the development of listed companies
36 sustainable development and whether there is any obvious damage to the interests of the listed company and all shareholders
see
37. Whether the listed company has hired a law firm to issue a legal opinion in accordance with the management office
Express professional opinions in accordance with the provisions of the law
(1) Whether the listed company complies with the provisions of the administrative measures for the implementation of equity incentive is
piece
(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
Provisions of the measures
(4) Whether the determination of equity incentive objects complies with the administrative measures and relevant laws is
Provisions of regulations
(5) Whether the listed company has performed information disclosure in accordance with the relevant requirements of the CSRC is
obligation
(6) Does the listed company provide financial assistance to the incentive object? No
(7) Whether the equity incentive plan obviously damages the interests of the listed company and all shareholders
And violations of relevant laws and administrative regulations
(8) Are the directors who intend to be the incentive object or have an associated relationship with them
The withdrawal was carried out in accordance with the provisions of the administrative measures
(9) Other matters that should be explained are
If a listed company employs an independent financial adviser, the report of the independent financial adviser shall be
Whether the opinions are complete and meet the requirements of the management measures
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
40. When the general meeting of shareholders deliberates the draft equity incentive plan, whether the related shareholders intend to avoid voting is yes
41 is there any financial innovation? No
The company guarantees that the information filled in is true, accurate, complete and legal, and assumes all legal liabilities arising from the error of the information filled in
