Self inspection form of equity incentive plan of listed companies
Company abbreviation: Hangzhou Hikvision Digital Technology Co.Ltd(002415) Stock Code: 002415 independent financial consultant:
Does it exist
S / N note (yes / no)/
(not applicable)
Compliance requirements of listed companies
1. Whether the financial and accounting report of the latest fiscal year has not been given a negative opinion by the certified public accountant or
Audit report in which the auditor is unable to express an opinion
2. Whether the internal control of the financial report of the latest fiscal year has not been issued by the certified public accountant
Audit report with or without opinion
3. Whether there has been any failure to comply with laws and regulations, the 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
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 financial assistance
Incentive object compliance requirements
7. Whether it does not include the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company
And their spouses, parents and children
8. Whether independent directors and supervisors are not included
9. Whether the candidate has not been identified as inappropriate by the stock exchange in the last 12 months is
10. Whether the candidate has not been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months
11 is it true that the CSRC and its dispatched offices have not been punished for major violations of laws and regulations in the last 12 months
Administrative punishment or market entry prohibition measures
12. Whether there is no circumstance stipulated in the company law that the company is not allowed to serve as a director or senior manager of the company
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 total number of underlying shares involved in all equity incentive plans of listed companies within the validity period is
Does it not exceed 10% of the total share capital of the company
16. Whether the cumulative granted shares of a single incentive object through all the equity incentive plans within the validity period are
Not exceeding 1% of the total share capital of the company
17. Whether the proportion of reserved rights and interests of incentive objects does not exceed the number of rights and interests to be granted in this equity incentive plan is not applicable
20% of
18. If the incentive objects are directors and senior executives, has their names and positions been listed in the draft equity incentive plan
Business and granted quantity
If the incentive objects are directors and senior executives, whether to set up performance appraisal indicators as the incentive objects is the right choice
Conditions of equity
20. Is the validity period of the equity incentive plan less than 10 years from the date of the first grant of rights and interests
Whether the draft equity incentive plan is prepared by the salary and assessment committee is yes
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 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; Explain that equity incentive is
Will the implementation of the incentive plan cause the equity distribution of listed companies not to meet the 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, the types of underlying shares to be granted under the equity incentive plan
Source, number of equity and percentage in the total share capital of the listed company; If implemented in stages
The number of rights and interests to be granted each time, the number of underlying shares involved and the proportion of shares in the listed company
Percentage 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
Percentage of the total equity of the incentive plan; All equity incentive plans within the validity period
Whether the total number of underlying shares involved exceeds 10% of the total share capital of the company and its calculation process
Description of
(4) In addition to the reserved part, if the incentive objects are directors and senior managers of the company, they shall wear
Disclose their names, positions, the number of rights and interests they can be granted, and their share of the rights to be granted under the equity incentive plan
Proportion of total benefits; The rights and interests that can be granted to other incentive objects (individually or by appropriate classification) are
Quantity and proportion in the total amount of rights and interests to be granted under the equity incentive plan; Single incentive object through full
Whether the accumulated shares of the company granted by the equity incentive plan of the Ministry during the period of validity exceed the share capital of the company
Description of 1% of the total amount
(5) The validity period of the equity incentive plan, the authorization date of the stock option or the determination Party of the authorization date
Formula, vesting date, exercise validity period and exercise arrangement, grant date and restricted sale of restricted shares
And arrangements for lifting the lock-in period of sales restrictions, etc
(6) The grant price of restricted shares, the exercise price of stock options and their determination methods.
If other methods than those specified in articles 23 and 29 of the management measures are adopted
When determining the grant price and exercise price, the pricing basis and method shall be explained
Clearly, hire an independent financial consultant to check and evaluate the feasibility of the equity incentive plan and whether it is conducive to
The sustainable development of listed companies, the rationality of relevant pricing basis and pricing methods, and whether they are damaged
Express clear opinions and disclose the interests of listed companies and their impact on the interests of shareholders
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests. It is proposed to grant or exercise the right in installments
In case of interests, the conditions for the incentive object to be granted or exercise the rights and interests each time shall be disclosed; Conditions for establishment
Description of index definition and calculation standard involved; Article 7 grant and exercise of rights and interests
In case of failure, the relevant equity shall not be deferred to the next period; For example, the incentive objects include directors and Gao Shi
The performance appraisal indicators for the exercise of the rights and interests of the incentive objects shall be disclosed; Disclosure of incentive object exercise
If the performance appraisal indicators of rights and interests are, 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, the performance indicators of the company in the later incentive plan are low
In the early 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 that listing is
The period during which the company may not grant restricted shares and the incentive object may not exercise its rights and interests
(9) What are the adjustment methods and procedures for the number of rights and interests and exercise price involved in the equity incentive plan
(e.g. adjustment method when implementing profit distribution, share allotment and other schemes)
(10) Accounting treatment method of equity incentive, fair value of restricted stock or stock option
It is necessary to determine the method, the value of important parameters of the valuation model and their rationality, and the accrual should be made for the implementation of equity incentive
Expenses and their impact on the operating performance of listed companies
(11) Change and termination of equity incentive plan
(12) Change of control, merger, division of the company, change of position of incentive object, yes
How to implement the equity incentive plan in case of resignation, death and other matters
(13) The respective rights and obligations of the company and the incentive object, and the relevant disputes or dispute settlement mechanism are
(14) There is no false record in the information disclosure documents related to the equity incentive plan of the listed company
Commitments containing, misleading statements or material omissions; False disclosure of relevant disclosure documents of incentive objects
False records, 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 under the circumstances. Equity repurchase cancellation and income return of listed companies
Trigger standard and time point of order, calculation principle, operation procedure and completion of repurchase price and income
Duration, etc.
Whether the performance appraisal indicators meet the relevant requirements
23 does it include the company’s performance indicators and the individual performance indicators of the incentive object
Whether the indicators are objective, open, clear and transparent, in line with the actual situation of the company, and whether they are conducive to promoting yes
Enhance the competitiveness of the company
25 If the relevant indicators of comparable companies in the same industry are used as the comparison basis, is the selected comparison company not
Less than 3
26 is it reasonable to explain the scientificity and rationality of the set indicators
Compliance requirements during restricted sale period and exercise period
27 is the interval between the date of grant of restricted shares and the date of first release of restrictions 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 lifting the restrictions on sales in each period does not exceed 50% of the total amount of restricted shares granted to the incentive object
30 is the interval between the stock option authorization date and the first exercisable date not less than 12 months? Not applicable
31. 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
32. Whether the exercise time limit of stock options in each period is not less than 12 months is not applicable
33. It does not apply whether the proportion of stock options exercisable in each period of stock options does not exceed the period of stock granted to the incentive object
50% of total rights
Compliance requirements for professional opinions of independent directors, board of supervisors and intermediaries
Whether the independent directors and the board of supervisors have made a decision on whether the equity incentive plan is conducive to the sustainable development of the listed company
Whether there is any obvious damage to the interests of the listed company and all shareholders
Whether the listed company employs a law firm to issue a legal opinion and is in accordance with the provisions of the administrative measures
Express professional opinions
(1) Whether the listed company meets the conditions for equity incentive stipulated in the administrative measures is
(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 office
Provisions of the law
(4) Whether the determination of equity incentive objects complies with the administrative measures and relevant laws and regulations is
regulations
(5) Whether the listed company has fulfilled the obligation of information disclosure in accordance with the relevant requirements of the CSRC is
(6) Whether the listed company does not provide financial assistance for the incentive object is
(7) Whether the equity incentive plan does not obviously damage the interests of the listed company and all shareholders
Violation of relevant laws and administrative regulations
(8) Whether the directors to be the incentive object or the directors who have an associated relationship with them are based on
The provisions of the administrative measures have been avoided
(9) Other matters that should be explained are
If a listed company employs an independent financial adviser, the professional opinions expressed in the independent financial adviser’s report shall not apply
Whether it is complete and meets the requirements of management measures
Review procedure compliance requirements
37 when the board of directors votes on the draft equity incentive plan, whether the affiliated directors withdraw from voting is not applicable
38 shareholders
