Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)
Self inspection form of restricted stock incentive plan in 2022
Company abbreviation: Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) Stock Code: Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) independent financial consultant: Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Does it exist
Serial number: this item (yes, remark / no / not applicable)
(used)
Compliance requirements of listed companies
Whether the financial report of the latest accounting year has been issued by the certified public accountant
1. Audit report with negative opinions or unable to express opinions
Whether the internal control of financial report in the latest fiscal year was issued by Certified Public Accountants
2. Audit reports with negative opinions or unable to express opinions
3. Failure to comply with laws and regulations, the articles of association or no within the last 36 months after listing
Public distribution of profits promised
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 to provide loans and any other forms of financial capital for the incentive object
6 help
Compliance requirements of incentive objects
Does it include shares that individually or jointly hold more than 5% of the shares of the listed company
East or actual controller and their spouses, parents, children and foreign employees, no
7 If yes, whether it is necessary and reasonable for the above-mentioned personnel to become incentive objects
nature
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
Has it been deemed as unwell by the CSRC and its dispatched offices in the last 12 months
10 candidates
Whether it has been punished by the CSRC for major violations of laws and regulations in the last 12 months
11. The dispatched office shall be subject to administrative punishment or take market entry prohibition measures
Whether there are any provisions in the company law that prohibit him from serving as a director or senior manager of the company
12 management personnel
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
The targets involved in the equity incentive plan of all listed companies within the validity period
Whether the cumulative total number of shares of the company exceeds 20% of the total share capital of the company
Whether the cumulative granted shares of a single incentive object exceed the total share capital of the company
16 1%
Whether the proportion of reserved rights and interests of incentive objects does not exceed the current equity incentive plan yes
17. 20% of the number of interests to be granted
The incentive objects are directors, senior managers and individual or total shareholding of 5%
The above shareholders or actual controllers and their spouses, parents, children and foreigners are
18. Whether the draft equity incentive plan of employees has listed their names, positions
Number of awards
Whether the validity period of the equity incentive plan does not exceed 10 years from the date of authorization yes
19 years
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, it is explained one by one that
Whether there is a listed company that cannot implement equity incentive and the incentive object cannot be
Participation in equity incentive; Explain whether the implementation of the equity incentive plan will lead to
To the listed company's equity distribution does not meet the listing conditions
(2) The purpose of the equity incentive plan, the basis and scope for determining the incentive object are
around
(3) The number of rights and interests to be granted under the equity incentive plan and the proportion of shares in the listed company
Proportion of the total amount of the project; If implemented in stages, the number of rights and interests to be granted each time
And the proportion in the total share capital of the listed company; To set reserved rights and interests
The number of rights and interests retained and their proportion in the total rights and interests of the equity incentive plan; All
The total number of underlying shares involved in the equity incentive plan within the validity period
Whether the total amount exceeds 20% of the total share capital of the company and the description of its calculation method
(4) In addition to the reserved part, the incentive objects are directors and senior managers of the company
Where a person is, his name, position and the number of rights and interests he can be granted shall be disclosed
The proportion in the total amount of rights and interests to be granted under the equity incentive plan; Other incentives
The number of rights and interests that can be granted to the object (individually or by appropriate classification) and its proportion in the total amount of rights and interests to be granted under the equity incentive plan; And a description of whether the cumulative shares of the company granted to 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 are indeed the fixed method, vesting date, lock-in period arrangement, etc. (6) the grant price of restricted shares The exercise price of stock option and its determination method. If the granting price and exercise price are not determined by the party specified in articles 23 and 29 of the measures for the administration of equity incentives, it shall explain the pricing basis and pricing method, and the independent directors and independent financial advisers shall check whether the pricing damages the interests of the listed company and small and medium-sized shareholders, express their opinions and disclose (7) the rights and interests granted to the incentive object Conditions for exercising rights and interests. If the rights and interests are to be granted in installments, the conditions for the incentive object to receive the rights and interests each time shall be disclosed; If it plans to exercise its rights and interests by stages, it shall disclose the conditions for the incentive object to exercise its rights and interests each time; 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 managers, they shall disclose the performance evaluation indicators of the incentive objects in exercising their rights and interests; If the performance appraisal indicators for the exercise of rights and interests of the incentive object are disclosed, the scientificity and rationality of the set indicators shall be fully disclosed; If the company implements multi period 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 reason 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 should be clear that the listed company shall not grant restricted shares and the incentive object is the period during which the rights and interests shall not be exercised. (9) the adjustment methods and procedures of the number of rights and interests and exercise price involved in the equity incentive plan (such as the adjustment methods during the implementation of profit distribution, allotment and other plans) (10) the accounting treatment methods of equity incentive, The determination method of the fair value of restricted stocks or stock options, the value of important parameters of the valuation model and their 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) Change of control, merger, division and issuance of incentive objects of the company
How to implement the equity incentive plan in case of job change, resignation, death and other matters
Row
(13) The respective rights and obligations of the company and the incentive object, related disputes or
Dispute settlement mechanism
(14) The information disclosure documents related to the equity incentive plan of listed companies are inconsistent
Commitments with false records, misleading statements or major omissions; excitation
There are false records, misleading statements or material disclosure objects in the relevant disclosure documents
If the omission results in non-compliance with the grant of rights and interests or the exercise of rights and interests, all profits and losses are
Commitment to return benefits to the company.
Equity repurchase, cancellation and income recovery of listed companies
Trigger standard and time point of the procedure, calculation principle of repurchase price and return
Operating procedures, completion deadline, etc.
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
Whether the indicators are objective, open, clear and transparent, in line with the actual situation of the company, 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 basis for comparison, the selected ones are not applicable to
24. Whether there are at least 3 companies
25 whether it indicates that the set indicators are scientific and reasonable
Compliance requirements for sales restriction period, vesting period and exercise period
Between the date of authorization registration of restricted shares (class I) and the date of first release of restrictions
Is the interval of 26 less than 1 year
27. Whether the time limit for lifting the restrictions on sales in each phase is not less than 12 months yes
Whether the proportion of sales restrictions lifted in each period does not exceed the restriction granted to the incentive object
28 50% of total shares
Whether the interval between the grant date and the first vesting date of restricted shares (class II) is
29 no less than 1 year
30 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
50% of 31
Whether the interval between the stock option authorization date and the first exercisable date is small is not applicable
32 whether the starting date of the exercise period after the one-year 33 stock option is not earlier than the previous exercise period is not applicable
Expiry date of
34. Whether the exercise time limit of stock options in each period is not less than 12 months is not applicable
Whether the stock option proportion of the exercisable right of stock option in each period does not exceed the incentive is not applicable
35. 50% of the total amount of stock options granted to the object
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 listing
36. The sustainable development of the company and whether there is obvious damage to the listed company and all shares are
East interests
Whether the listed company employs a law firm to issue a legal opinion, and in accordance with yes
37. Express professional opinions in accordance with the provisions of the measures for the administration of equity incentives
(1) Whether the listed company complies with the provisions of the measures for the administration of equity incentive is
Conditions for equity incentive
(2) Whether the contents of the equity incentive plan comply with the equity incentive management office
Provisions of the law
(3) Whether the formulation, deliberation, publicity and other procedures of equity incentive plan are consistent with yes
Comply with the provisions of the measures for the administration of equity incentives
(4) Whether the determination of the equity incentive object complies with the equity incentive management office
Law and relevant laws and regulations
(5) Whether the listed company has performed in accordance with the relevant requirements of the CSRC yes
Information disclosure 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 listed company and the whole company
Shareholders' interests and violations of relevant laws and administrative regulations
(8) Not applicable to directors who are intended to be incentive objects or have associated relationship with them
Whether the directors have withdrawn in accordance with the provisions of the measures for the administration of equity incentive
(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 issued
Whether the professional opinions in table 38 are complete and in line with the measures for the administration of equity incentive is
requirement
Review procedure compliance requirements
When the board of directors votes on the draft equity incentive plan, the withdrawal form of affiliated directors is not applicable
39 decision
40. When the general meeting of shareholders deliberates the draft equity incentive plan, whether the related shareholders intend to return yes
Avoidance of voting
41 is there any financial innovation not applicable
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.
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) March 9, 2022
