Annex 1
Self inspection form of equity incentive plan of listed companies
Company abbreviation: Ninestar Corporation(002180) Stock Code: Ninestar Corporation(002180) independent financial consultant: None
Does it exist
Sequence item this item (yes remark No. / No. / not applicable)
(used)
Compliance requirements of listed companies
1. Whether the financial accounting report of the latest fiscal year has not been registered
Auditors issue audit reports with negative opinions or unable to express opinions
2. Whether the internal control over the financial report of the latest fiscal year has not been registered
Accountants issue audit reports with negative opinions or unable to express opinions
3. Has there been any failure to comply with laws and regulations in the last 36 months after listing
Articles of association and public commitment to 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 wealth
Financial assistance
Compliance requirements of incentive objects
7 whether it does not include those who individually or jointly hold more than 5% of the shares of the listed company yes
Shareholders or actual controllers and their spouses, parents and children
8 whether independent directors and supervisors are not included
9. Whether the person has not been identified as inappropriate by the stock exchange in the last 12 months is
choose
10 whether it has not been recognized by the CSRC and its dispatched offices in the last 12 months
Be identified as inappropriate
11. Whether it has not been certified by China for major violations of laws and regulations in the last 12 months
The CSRC and its dispatched offices may impose administrative penalties or take market entry prohibition measures
12. Whether there are no provisions in the company law that forbid you to serve as a director of the company, yes
Senior management
13. Whether there are no other situations that are not suitable to be the incentive object
14. Whether the incentive list has been verified by the board of supervisors yes
Incentive plan compliance requirements
The equity incentive plan of all listed companies within the validity period involves
Does the total number of underlying shares not exceed 10% of the total share capital of the company
16. A single incentive object through the equity incentive plan within the validity period is
Whether the cumulative granted shares do not exceed 1% of the total share capital of the company
17. Whether the reserved equity proportion of the incentive object does not exceed the equity incentive plan yes
20% of the number of rights and interests to be granted
18. If the incentive objects are directors and senior executives, is the draft equity incentive plan
His name, position and number of awards have been listed
If the incentive objects are directors and senior executives, whether to set up performance appraisal indicators is
Conditions for exercising rights and interests as an incentive object
20 is the validity period of the equity incentive plan not valid from the date of the first equity grant
More than 10 years
Whether the draft equity incentive plan is prepared by the salary and assessment committee
set
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 measures for the administration of equity incentive
Explain whether there are listed companies that are not allowed to implement equity incentives and incentives
The object is not allowed to participate in equity incentive; Explain that the equity incentive plan is
Will the implementation of the plan cause the equity distribution of listed companies to be inconsistent with the listing requirements
condition
(2) The purpose of the equity incentive plan, the basis for determining the incentive object and
Range
(3) The number of rights and interests to be granted, and the number of rights and interests to be granted under the equity incentive plan
The type, source, number of rights and interests of the underlying stock and its proportion in the listed company
Percentage of total share capital; If it is implemented in stages, it is proposed to be granted each time
The number of equity granted, the number of underlying shares involved and the proportion of listed companies
Percentage of the total share capital of the company; To set reserved rights and interests
Number of rights and interests retained and proportion in total rights and interests of equity incentive plan
Fractional ratio; Subject matter involved in all equity incentive plans within the validity period
Whether the cumulative total number of shares exceeds 10% of the total share capital of the company and
Description of calculation process
(4) In addition to the reserved part, the incentive objects are directors and senior managers of the company
In the case of managers, their names, positions and their respective powers of authorization shall be disclosed
The number of benefits and the proportion in the total amount of rights and interests to be granted under the equity incentive plan;
What are the rights that other incentive objects (individually or by appropriate classification) can be granted
The number of benefits and its proportion in the total amount of rights and interests to be granted under the equity incentive plan;
A single incentive object passes through all the equity incentive plans within the validity period
Whether the accumulated shares of the company granted exceed 1% of the total share capital of the company
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(5) Validity period of equity incentive plan, date of and authorization of stock options
Or the determination method of the authorization date, the vesting date, the exercise validity period and the exercise date
Right arrangement, grant date, restricted sale period and lifting of restricted shares
Lock up period arrangement, etc
(6) The grant price of restricted shares and the exercise price of stock options
And its determination method. If the second part of the measures for the administration of equity incentives is adopted, it is not applicable
13. Other methods other than those specified in Article 29
Where the grant price or exercise price is fixed, the pricing basis and
Explain the way, hire an independent financial consultant to check and evaluate the equity incentive
The feasibility of the incentive plan and whether it is conducive to the sustainable development of listed companies
Whether the rationality of relevant pricing basis and pricing method damages the listing
Express clear opinions and opinions on the interests of the company and its impact on the interests of shareholders
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(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests.
Quasi graded
Where rights and interests are granted or exercised, the incentive object shall be disclosed each time it is granted
Or conditions for exercising rights and interests; Calibrate the indicators involved in the establishment conditions
Description of meaning, calculation standard, etc; Agree to grant and exercise rights and interests
When the conditions are not fulfilled, the relevant equity shall not be deferred to the next period; Such as incentive
The objects include directors and senior executives, and it shall be disclosed whether the incentive objects exercise their rights and interests
Performance appraisal indicators; On the performance of disclosing the rights and interests of incentive objects
For the of nuclear indicators, the scientificity and rationality of the set indicators shall be fully disclosed
Sex; If the company implements multi period equity incentive plan at the same time, the later incentive
If the performance index of the planning company is lower than the previous incentive plan, it shall be fully utilized
Explain the reason and rationality
(8) Procedures for granting rights and interests by the company and exercising rights and interests by incentive objects; When
It should be clear that listed companies shall not grant restricted shares and incentives
Period during which the object cannot exercise its rights and interests
(9) The number of rights and interests and exercise price involved in the equity incentive plan
The adjustment methods and procedures (such as the implementation of profit distribution, allotment, etc.) are
(adjustment method when)
(10) Accounting treatment method of equity incentive, restricted stock or stock
The method of determining the fair value of option is an important parameter of option valuation model
And its rationality, the implementation of equity incentive shall accrue expenses and
Impact on the company’s operating performance
(11) Change and termination of equity incentive plan
(12) Change of control, merger, division and incentive of the company
How to implement the unit in case of job change, resignation, death and other matters
Right incentive plan
(13) The respective rights and obligations of the company and the incentive object, and the relevant disputes are
Or dispute settlement mechanism
(14) Information disclosure documents related to equity incentive plans of listed companies
There are no false records, misleading statements or major omissions in the contract
Promise; The relevant disclosure documents of incentive objects are false and misleading
Statements or material omissions lead to non-compliance with the granted rights and interests or the exercise of rights and interests
Commitment to return all benefits to the company in any case. Equity return of listed companies
Trigger standard, time point and repurchase price of purchase cancellation and income recovery procedures
Calculation principle, operation procedure and completion period of grid and income.
Whether the performance appraisal indicators meet the relevant requirements
Whether it includes the company’s performance indicators and the individual performance indicators of the incentive object is
Whether the indicators are objective, open, clear and transparent and in line with the actual situation of the company is
Is it 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, the selection is not applicable
Are there at least 3 control companies
26. Whether it indicates that the set indicators are scientific and reasonable
Compliance requirements during restricted sale period and exercise period
27. What is the interval between the date of grant of restricted shares and the date of first release
No, 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 sales restrictions lifted in each period does not exceed the restrictions granted to incentive objects
50% of total shares
30 is the interval between the stock option authorization date and the first exercisable date not applicable
Not less than 12 months
31. Whether the starting date of the exercise period after the stock option is not earlier than the previous exercise is not applicable
Expiry date of the term
32. Whether the exercise time limit of stock options in each period is not less than 12 months? Not applicable
33. Whether the stock option proportion of the exercisable right of stock option in each period does not exceed the incentive is not applicable
50% of the total stock options granted to the incentive 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
Whether there is obvious damage to the sustainable development of listed companies
And the interests of all shareholders
35. Whether the listed company employs a law firm to issue a legal opinion, and
Express professional opinions in accordance with the provisions of the management measures
(1) Whether the listed company complies with the provisions of the measures for the administration of equity incentive is
Conditions for equity incentive
(2) Is the content of the equity incentive plan in line with the equity incentive management
Provisions of the measures
(3) Are the procedures for the formulation, deliberation and publicity of the equity incentive plan correct
Comply with the provisions of the measures for the administration of equity incentives
(4) Whether the determination of the object of equity incentive complies with the management of equity incentive
Measures and relevant laws and regulations
(5) Whether the listed company has fulfilled the relevant requirements of the CSRC
Bank information disclosure obligations
(6) Whether the listed company does not provide financial assistance for the incentive object is
(7) Whether there is no obvious damage to the listed company in the equity incentive plan; and
Interests of all shareholders and violations of relevant laws and administrative regulations
(8) Directors who are intended to be incentive objects or have associated relationship with them
Whether the directors have carried out yes / no in accordance with the provisions of the measures for the administration of equity incentive
avoid
(9) Other matters that should be explained are
36 If a listed company employs an independent financial adviser, the independent financial adviser report is not applicable
Whether the professional opinions expressed are complete and meet the requirements of the management measures
Review procedure compliance requirements
37 when the board of Directors voted on the draft equity incentive plan, did the related directors reply yes
Avoidance of voting
38. When the general meeting of shareholders deliberates the draft equity incentive plan, is the affiliated shareholder
Proposed withdrawal from voting
39 whether there is no major unprecedented event is
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.
February 28, 2022
