Kelin Environmental Protection Equipment Inc(002499)
Self inspection form of stock option incentive plan in 2022
Company abbreviation: Colin environmental protection Stock Code: Kelin Environmental Protection Equipment Inc(002499) independent financial consultant: Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Does the sequence exist
Item No. (yes / no / remarks 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 cannot 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 in the last 36 months after listing
Profit distribution of the bank
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
Compliance requirements of incentive objects
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
Whether the candidate has not been identified as inappropriate by the CSRC and its dispatched offices in the last 12 months
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 a person 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 the name, position and inapplicability been listed in the draft equity incentive plan
Number of awards
19. If the incentive object is a director or senior manager, whether to set up performance appraisal indicators as the incentive object and exercise the right is not applicable
Beneficial conditions
20. Is the validity period of the equity incentive plan less than 10 years from the date of the first equity grant
Whether the draft equity incentive plan is prepared by the salary and assessment committee is
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 incentives, explain whether there are listed companies one by one
No equity incentive shall be implemented and the incentive object shall not participate in equity incentive; Explain that the equity incentive plan 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, the type and source of the underlying shares to be granted under the equity incentive plan
The number of equity and its percentage in the total share capital of the listed company; If implemented in stages, it is proposed to be granted each time
The number of equity, the number of underlying shares involved and the percentage in the total share capital of the listed company; Set yes
In case of reserved rights and interests, the number of rights and interests to be reserved and the percentage in the total equity of the equity incentive plan;
Whether the total number of underlying shares involved in all equity incentive plans within the validity period exceeds that of the company
10% of total share capital 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 be disclosed
Their names, positions, the number of rights and interests they can be granted, and their proportion in the total rights and interests to be granted under the equity incentive plan
Proportion of quantity; The number of rights and interests that can be granted to other incentive objects (individually or by appropriate classification) and
Proportion in the total equity to be granted under the equity incentive plan; A single incentive object is effective through all
Whether the accumulated shares of the company granted by the equity incentive plan during the period exceed 1% of the total share capital of the company
explain
(5) The validity period of the equity incentive plan, the of the stock option, the date of authorization or the party determining the date of authorization
Formula, vesting date, exercise validity period and exercise arrangement. The grant date and restricted sale period of restricted shares are
And arrangements for lifting the lock-in period of sales restrictions, etc
(6) The granting price of restricted shares, the exercise price of stock options and their determination methods.
If used
Other parties other than those specified in articles 23 and 29 of the measures for the administration of equity incentives
Where the grant price and exercise price are determined in accordance with the law, the pricing basis and method shall be explained
The independent financial consultant is requested to check and evaluate the feasibility of the equity incentive plan and whether it is conducive to the development of listed companies
Sustainable development, the rationality of relevant pricing basis and pricing methods, and whether it damages the interests of listed companies
And the impact on the interests of shareholders
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests. To grant or exercise rights and interests in installments,
The conditions for the incentive object to be granted or exercise rights and interests each time shall be disclosed; Reference to the conditions of establishment
Description of standard definition, calculation standard, etc; When the conditions for granting rights and interests and exercising rights and interests are not fulfilled,
Relevant interests shall not be deferred to the next period; If the incentive objects include directors and senior executives, the incentive shall be disclosed
Performance evaluation indicators for the exercise of rights and interests of the object; Disclose the performance evaluation indicators for the exercise of rights and interests of incentive objects
The scientificity and rationality of the set indicators shall be fully disclosed; The company implements multi period equity at the same time
If the performance index of the company in the later incentive plan is lower than that in the earlier incentive plan, it shall be charged
Explain the reason and rationality
(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 is
The period during which the company may not grant restricted shares and the incentive objects may not exercise their rights and interests
(9) Adjustment methods and procedures of equity quantity and exercise price involved in equity incentive plan (for example:
Adjustment method when faithfully implementing profit distribution, share allotment and other schemes)
(10) Accounting treatment method of equity incentive, determination of fair value of restricted shares or stock options
Methods, the value of important parameters of the valuation model and its rationality, and the accrued expenses for the implementation of equity incentive are reasonable
Impact of listed companies and operating performance
(11) Change and termination of equity incentive plan
(12) The company changes its control, merges, splits, and the incentive objects change their positions or leave
How to implement the equity incentive plan in case of duty, 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 are no false records in the information disclosure documents related to the equity incentive plan of the listed company
Misleading statements or commitments of major omissions; There are false records in the relevant disclosure documents of incentive objects
In the case of non-compliance with the granted rights and interests or the exercise of rights and interests due to information, misleading statements or material omissions
Commitment to return the interests of the Ministry to the company. Trigger of equity repurchase cancellation and income recovery procedures of listed companies
Standard and time point, calculation principle of repurchase price and income, operating procedures, completion period, etc.
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, in line with the actual situation of the company and conducive to promotion is
Promotion of the company’s competitiveness
25. If the relevant indicators of comparable companies in the same industry are used as the comparison basis, are there many comparison companies selected, which are not applicable to three companies
26. Whether it indicates that the set indicators are scientific and reasonable
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 is not applicable
28. Whether the time limit for lifting the restrictions on sales in each issue is not less than 12 months, not applicable
29. Whether the proportion of lifting the restrictions in each period does not exceed 50% of the total amount of restricted shares granted to the incentive object is not applicable
Whether the interval between the stock option authorization date and the first exercisable date is not less than 12 months
Whether the starting date of the exercise period after the stock option is not earlier than the expiration date of the previous exercise period is
32. Whether the exercise time limit of stock options in each period is not less than 12 months yes
33. 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 listed companies
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 whether it is in accordance with the provisions of the administrative measures
Express professional opinions
(1) Whether listed companies comply with the provisions of the measures for the administration of equity incentive and implement equity incentive
condition
(2) Whether the content of the equity incentive plan complies with the provisions of the measures for the administration of equity incentive is
(3) Whether the formulation, deliberation, publicity and other procedures of the equity incentive plan comply with the regulations on equity incentive management
Provisions of the administrative measures
(4) Whether the determination of equity incentive objects complies with the measures for the administration of equity incentive and relevant laws 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 and violate the law
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 in accordance with the shares
The provisions of the measures for the administration of incentive rights 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 are
Whether it is complete and meets the requirements of the management measures
Review procedure compliance requirements
37. Equity incentive plan voted by the board of directors
