Shanghai Shanghai Fullhan Microelectronics Co.Ltd(300613) Electronics Co., Ltd
Self inspection form of equity incentive plan
Company abbreviation: Financial Consultant: no
Does this exist
Serial number (yes / no / remarks not applicable)
Compliance requirements of listed companies
1. Whether the financial and accounting report of the latest fiscal year has been issued by the certified public accountant; no
Audit report with or unable to express opinions
2. Whether the internal control of the financial report of the latest fiscal year was negatively issued by the certified public accountant
Audit report with or unable to express opinions
3. Failure to comply with laws and regulations, articles of association and public commitments in 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
Compliance requirements of incentive objects
Does it include shareholders or real shareholders who individually or jointly hold more than 5% of the shares of the listed company
7. International controllers and their spouses, parents, children and foreign employees, if yes, whether to say no
Clarify 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
12. Whether it has the provisions of the company law 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 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
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. Equity incentive does not apply to the actual controller and his / her spouse, parents, children and foreign employees
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 object of equity incentive shall not be the company’s equity incentive
Shape; Explain whether the implementation of equity incentive plan will lead to inconsistent equity distribution of listed companies
Joint 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, 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 the proportion of equity incentives shall be disclosed
The proportion of the total equity to be granted in the plan; Other incentive objects (individually or as appropriate)
(classification) 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
proportion; And a single incentive object through all equity incentive plans within the validity period
Description of whether the accumulated shares of the company granted 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
Option 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,
The conditions for incentive objects to exercise their rights and interests each time shall be disclosed; Agree on the granting 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) Procedures for granting rights and interests by the company and exercising rights and interests by incentive objects; Among them, it should be clear
It is clear that listed companies are not allowed to grant restricted shares and incentive objects are not allowed to 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 and other schemes)
(10) Equity incentive accounting treatment method, restricted stock or stock option is fair
Determination method of value, value and rationality of important parameters of valuation model, implementation stock
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 and other matters
(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
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 authorized 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 restrictions on sales in each issue is not less than 12 months is not applicable
28. Whether the proportion of sales restrictions lifted in each period does not exceed the total amount of restricted shares granted to the incentive object is not applicable
50% of
Whether the interval between the first vesting of class II shares is less than 29 days and the applicability of class II shares
year
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 is the interval between the stock option authorization date and the first exercisable date less than 1 year? No
33. Is the starting date of the exercise period after the stock option 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 yes
35. Whether the stock option proportion of the exercisable right of stock option in each period does not exceed that of the incentive object is granted yes
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
37. Whether the listed company has hired a law firm to issue legal opinions in accordance with the
Express professional opinions in accordance with the provisions of the incentive management measures
(1) Is the listed company in compliance with the equity incentive management measures
Incentive conditions
(2) Is the content of the equity incentive plan in line with the provisions of the measures for the administration of equity incentive
set
(3) Whether the formulation, deliberation, publicity and other procedures of the equity incentive plan comply with the
Incentive management measures
(4) Whether the determination of the object of equity incentive complies with the measures for the administration of equity incentive and the relevant provisions
Provisions of relevant laws and 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 has obvious damage to the interests of the listed company and all shareholders
And violations of relevant laws and administrative regulations
(8) Is it not applicable to the directors who intend to be the incentive object or the directors who have an associated relationship with them
The withdrawal was carried out according to the provisions of the measures for the administration of equity incentive
(9) Other matters that should be explained are
If a listed company hires an independent financial adviser, the special report published in the independent financial adviser’s report does not apply
Whether the opinions of the company 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 affiliated directors withdraw from voting is not applicable
40. When the shareholders’ meeting deliberates the draft equity incentive plan
