Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
Self inspection form of equity incentive plan in 2021
Company abbreviation: Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) Stock Code: 002513
Whether there is an item in the serial number (yes / no / not applicable) note
Compliance requirements of listed companies
1. Whether the financial accounting report of the latest fiscal year has not been given a negative opinion by the certified public accountant
Or an audit report that cannot express an opinion
2. Whether the internal control over the financial report of the latest fiscal year has not been issued by the certified public accountant? Yes
Audit report with opinion or unable to express opinion
3. Whether there has been any failure to comply with laws and regulations, the articles of association and the company’s laws and regulations within the last 36 months after listing
The company promises to distribute 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 shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company
Persons 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
Whether the person has not been identified as inappropriate by the CSRC and its dispatched offices in the last 12 months is
choose
11 is it true that the CSRC and its dispatched personnel have not been punished for major violations of laws and regulations in the last 12 months
The institution shall impose administrative punishment or take market entry prohibition measures
12. Whether there is no circumstance that the company law stipulates that the company shall not serve as a director or senior manager of the company
shape
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
Whether it does not exceed 10% of the total share capital of the company
16. The cumulative granted shares of a single incentive object through all equity incentive plans within the validity period are
No, no more than 1% of the total share capital of the company
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 is not applicable
20% of quantity
18. If the incentive objects are directors and senior executives, has the name, position and number of awards been listed in the draft equity incentive plan
If the incentive objects are directors and senior executives, whether to set up performance appraisal indicators as the incentive objects is the condition for exercising rights and interests
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 whether the implementation of the equity incentive plan will cause the equity distribution of the listed company 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
The source of equity, the number of equity and its proportion in the total share capital of the listed company; If sub real
The number of rights and interests to be granted each time, the number of underlying shares involved and their proportion in the listed company
Percentage of the total share capital of the company; Where reserved rights and interests are set, the number of rights and interests to be reserved and its proportion in the total rights and interests of the equity incentive plan; All equity incentives within the validity period
Whether the total number of subject shares involved in the incentive plan exceeds 10% of the total share capital of the company; and
Description of its calculation process
(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 proportion in the equity incentive plan to be granted
Proportion of total equity; Other incentive objects (individually or by appropriate classification) can be granted the number of rights and interests and the proportion in the total amount of rights and interests to be granted under the equity incentive plan; Single incentive object
Whether the accumulated shares of the company granted through all equity incentive plans within the validity period exceed
Description of 1% of the total share capital of the company
(5) The validity period of the equity incentive plan, the of stock options, the date of authorization or the determination of the date of authorization
Method, vesting date, exercise validity period and exercise arrangement, grant date of restricted shares, restricted sale period and release of restricted sale lock period, etc
(6) The grant price of restricted shares, the exercise price of stock options and their determination methods.
Article XXIII. Other management methods
If he uses other methods to determine the grant price and exercise price, he shall explain whether the pricing basis and pricing method are applicable, hire an independent financial consultant to check and evaluate the feasibility and feasibility of the equity incentive plan
It is conducive to the sustainable development of listed companies, the rationality of relevant pricing basis and pricing methods
Whether it damages the interests of the listed company and its impact on the interests of shareholders, express clear opinions and disclose them
(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; Article on Establishment
Description of index definition, calculation standard, etc. involved in the document; When the agreed conditions for granting rights and interests and exercising rights and interests are not fulfilled, the relevant rights and interests shall not be deferred to the next period; For example, the incentive objects include directors
And senior executives, shall disclose the performance evaluation indicators of the incentive object’s exercise of 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 and accuracy of the set index
rationality; If the company implements multi-stage equity incentive plan at the same time, the later incentive plan is the company industry
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 listed company shall not grant restricted shares and the incentive object shall not exercise rights and interests
(9) The adjustment methods and procedures for the number of rights and interests and exercise price involved in the equity incentive plan are (for example, the adjustment methods during the implementation of profit distribution, allotment and other schemes)
(10) Accounting treatment method of equity incentive, determination of 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 the accrued expenses and the impact on the operating performance of the listed company
(11) Change and termination of equity incentive plan
(12) How to implement the equity incentive plan in case of change of control, merger, division, job change of incentive object, resignation, death, etc
(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; Existence of relevant disclosure documents of incentive objects
False records, misleading statements or material omissions lead to non-compliance with the commitment to return all interests to the company in the case of granting rights and interests or exercising rights and interests. Equity repurchase, cancellation and gains of listed companies
Trigger standard and time point of recovery procedure, calculation principle and operation process of repurchase price and income
Sequence, completion period, 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 the competitiveness of the company
25 If the relevant indicators of comparable companies in the same industry are used as the comparison basis, whether the selected comparison companies are not applicable to at least 3 companies
26 is it reasonable to explain the scientificity and rationality of the set indicators
Compliance requirements during restricted sale period and exercise period
27. Whether the interval between the date of grant of restricted shares and the date of release of restrictions for the first time is 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 restrictions 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. Whether the proportion of stock options exercisable in each period of stock options does not exceed 50% of the total amount of non applicable options for the shares granted to the incentive object
Compliance requirements for professional opinions of independent directors, board of supervisors and intermediaries
34. Whether the independent directors and the board of supervisors express their opinions on whether the equity incentive plan is conducive to the sustainable development of the listed company 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) 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 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 hires an independent financial adviser, the professional intent published in the independent financial adviser’s report does not apply
See whether it is complete and meets the requirements of management measures
Review procedure compliance requirements
