Guanglian Aviation Industry Co.Ltd(300900)
Self inspection form of restricted stock incentive plan in 2021
Company abbreviation: Guanglian Aviation Industry Co.Ltd(300900) Stock Code: 300900
Independent financial consultant: Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Does it exist
Item No. (yes / no / not applicable)
Compliance requirements of listed companies
1. Whether the financial accounting report of the latest fiscal year has been given a negative opinion by the certified public accountant or not
Audit report in which the auditor is unable to express an opinion
2. Whether the internal control over the financial report of the latest fiscal year has been given a negative opinion by the certified public accountant or not
Audit report in which the auditor is unable to express an opinion
3. Failure to comply with laws and regulations, articles of association and public commitments in the last 36 months after listing
Profit distribution
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
Does it include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company
7. The employer and his / her spouse, parents, children and foreign employees. If yes, whether the above-mentioned persons are explained? No
The necessity and rationality of employees becoming 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 it has been punished by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months
Administrative punishment or 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
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 total number of underlying shares involved in all equity incentive plans of listed companies within the validity period is accumulated
Whether it 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 number of rights and interests to be granted in the equity incentive plan
20% of quantity
The incentive objects are directors, senior managers, shareholders holding more than 5% of the shares alone or in total or actual shareholders
18. What is the draft of the equity incentive plan for the international controller, his spouse, parents, children and foreign employees
Whether the name, position and number of awards have been listed in the case
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) With reference to the provisions of the administrative measures, explain whether there are listed companies that may not be truthful one by one
Equity incentive and the situation that the incentive object is not allowed to participate in equity incentive; Explain that equity incentive is
Will the implementation of the 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 under the equity incentive plan and its percentage in the total share capital of the listed company
Ratio; If implemented by stages, the number of rights and interests to be granted each time and its proportion in the total share capital of the listed company
Percentage of; Where reserved rights and interests are set, the number of rights and interests to be reserved and their proportion in the equity incentive plan are
Percentage of total equity; Subject matter involved in all equity incentive plans within the validity period
Whether the total number of shares exceeds 20% of the total share capital of the company and the description of its calculation method
(4) In addition to the reserved part, if the incentive objects are directors and senior managers of the company, they shall
Disclose their names, positions, the number of rights and interests they can be granted, and their proportion in the equity incentive plan
Percentage of the total equity given; Other incentive objects (individually or by appropriate classification) can be
The number of rights granted and its percentage in the total amount of rights to be granted under the equity incentive plan; And single
The company’s shares granted to all incentive objects through the equity incentive plan within the effective period are accumulated
Description of whether the total amount exceeds 1% of the total share capital of the company
(5) Is it feasible to determine the validity period, authorization date or authorization date of the equity incentive plan
Right date, lock-in period arrangement, etc
(6) The grant price of restricted shares, the exercise price of stock options and their determination methods.
The party that fails to adopt the provisions of articles 23 and 29 of the administrative measures shall determine the grant price
If the exercise price is qualified, the pricing basis and method shall be explained. Independent directors and
The independent financial advisor shall verify whether the pricing damages the interests of listed companies and minority shareholders and issue
Opinions and disclosure
(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
When disclosing the conditions of each grant of rights and interests to the incentive object; If it intends to exercise its rights and interests by stages, it shall
Disclose the conditions for incentive objects to exercise their rights and interests each time; Conditions for granting and exercising rights and interests not agreed
Upon achievement, the relevant equity shall not be deferred to the next period; For example, the incentive objects include directors and senior managers
The managers shall disclose the performance appraisal indicators of the incentive objects in exercising their rights and interests; Disclosure incentives for
If it is like the performance appraisal index for exercising rights and interests, it shall fully disclose the scientificity of the set index
And rationality; If the company implements multi-stage equity incentive plan at the same time, the later incentive plan company
If the performance index is lower than the previous 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
The period during which the municipal company shall not grant restricted shares and the incentive object shall 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 shares or stock options
The determination method, the value of important parameters of the valuation model and its rationality, and the implementation of equity incentive should be
Accrued expenses and its 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) What are the respective rights and obligations of the company and the incentive object, and what are the relevant disputes or dispute resolution mechanisms
system
(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; Existence of relevant disclosure documents of incentive objects
False records, misleading statements or major 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 case of equity. Equity repurchase, cancellation and receipt of listed companies
Trigger standard and time point of profit recovery procedure, calculation principle and operation of repurchase price and income
Procedures, completion deadline, etc.
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 they are conducive to yes
Promote the competitiveness of the company
24 If the relevant indicators of comparable companies in the same industry are used as the comparison basis, is the selected comparison company not applicable
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 is the interval between the date of authorization registration of restricted shares (class I) and the date of first release? No
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%
29 is the interval between the grant date and the first vesting date of restricted shares (class II) less than 1 year? No
Whether the time limit of each vesting period is not less than 12 months yes
Whether the vesting proportion of each period does not exceed 50% of the total restricted shares granted to the incentive object is
32. Whether the interval between the stock option authorization date and the first exercisable date is less than 1 year is not applicable
Whether the exercise date of the option does not apply one day before the expiration of the exercise period
34. Whether the exercise time limit of each stock option is not less than 12 months is not applicable
35. Whether the proportion of stock options exercisable in each period of stock options does not exceed the shares granted to the incentive object is not applicable
50% of total 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 sustainable development of the listed company
Express opinions on development and whether there is 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 in accordance with the administrative measures is
Provide for 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 administrative measures
Provisions of
(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) 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 or not
Violation of relevant laws and administrative regulations
(8) Whether the directors who intend to be the incentive object or have an associated relationship with them are not applicable according to the
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 meaning of the independent financial adviser’s report is
See whether it is complete and meets the requirements of management measures
Review procedure compliance requirements
39 board of directors voting equity incentive
