Wuhan Ligong Guangke Co.Ltd(300557) : Wuhan Ligong Guangke Co.Ltd(300557) self inspection form of equity incentive plan

Wuhan Ligong Guangke Co.Ltd(300557)

Self inspection form of equity incentive plan

Company abbreviation: Wuhan Ligong Guangke Co.Ltd(300557) Stock Code: 300557 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, 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 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 the company law stipulates that it is not allowed to serve as a director or level manager of the company? No

shape

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; If the incentive object package is

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

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 first release date no

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 yes

28. Whether the proportion of lifting restrictions in each period does not exceed the total amount of restricted shares granted to the incentive object

50% of

29 whether the interval between the grant date of restricted shares (class II) and the first vesting date is less than 1 is not applicable

year

30 is the time limit of each vesting period not less than 12 months? Not applicable

31. Whether the vesting proportion of each period does not exceed 50% of the total amount of restricted shares granted to the incentive object is not applicable

29. Whether the interval between the stock option authorization date and the first exercisable date is less than 1 year is not applicable

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

31. Whether the exercise time limit of stock options in each period is not less than 12 months is not applicable

32. 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

33 sustainable development and whether there is any obvious damage to the interests of the listed company and all shareholders

see

34. 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

36 when the board of directors votes on the draft equity incentive plan, whether the related directors avoid voting is yes

37 when the general meeting of shareholders deliberates the draft equity incentive plan, it is closed

 

- Advertisment -