Shenzhen Hanyu Pharmaceutical Co., Ltd
Self inspection form of equity incentive plan
Company abbreviation: Hybio Pharmaceutical Co.Ltd(300199) Stock Code: Hybio Pharmaceutical Co.Ltd(300199) independent financial consultant: Shenzhen value online consulting Co., Ltd
Does it exist
S / N note (yes / no)/
(not applicable)
Compliance requirements of listed companies
Whether the financial accounting report of the latest fiscal year has been issued by the certified public accountant; no
1. Audit report that cannot be seen or expressed opinions
The internal control of the financial report of the most recent fiscal year was negatively issued by the certified public accountant. No
2. Audit report with or unable to express opinions
Within the last 36 months after listing, there has been any failure to comply with laws and regulations, the articles of association and public commitment
3. 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
Compliance requirements of incentive objects
Whether it includes shareholders who individually or jointly hold more than 5% of the shares of the listed company or
7. The actual controller and his / her spouse, parents, children and foreign employees. If so, has it been stated that it is necessary and reasonable for the above-mentioned personnel to become 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
Whether they have been punished by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months
11. Administrative punishment or market entry prohibition measures
Are there any conditions stipulated in the company law that the company is not allowed to serve as a director or senior manager of the company? No
12 shape
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
Whether the underlying stocks involved in the equity incentive plan of all listed companies within the validity period are always
15. Whether the accumulated amount 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
Whether the proportion of equity to be reserved exceeds that of the incentive plan
17. 20% of the number of benefits
The incentive objects are directors, senior managers and shareholders holding more than 5% of the shares individually or jointly
18. For the actual controller and his / her spouse, parents, children and foreign employees, the equity incentive is
Name and number of positions granted
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
Integrity requirements for disclosure of equity incentive plan
21. Whether the matters specified in the equity incentive plan are complete
(1) According to the provisions of the measures for the administration of equity incentive, explain whether there is a problem one by one
The municipal company shall not implement equity incentive and the incentive object shall not participate in equity incentive
Shape; Explain whether the implementation of the equity incentive plan will lead to the non-compliance of the equity distribution of the listed company
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 proportion in the total share capital of the listed company
proportion; If implemented in stages, the number of rights and interests to be granted each time and their proportion in the share capital of the listed company
Proportion of total amount; Where reserved rights and interests are set, the number of rights and interests to be reserved and the proportion of equity incentives are
Proportion of total planned equity; All those involved in the equity incentive plan within the validity period
Whether the total number of underlying shares exceeds 20% of the total share capital of the company and its calculation method
Description of
(4) In addition to the reserved part, if the incentive objects are directors and senior managers of the company,
Their names, positions, the number of rights and interests they can be granted and the proportion of equity incentive shall be disclosed
The proportion of the total rights and interests to be granted; Other incentive objects (individually or by appropriate classification) are
The number of rights and interests that can be granted and its proportion in the total amount of rights and interests to be granted under the equity incentive plan; with
And the company granted to a single incentive object through all the equity incentive plans within the validity period
Description of whether the accumulated shares of the company exceed 1% of the total share capital of the company
(5) What is the validity period, authorization date or the determination method of authorization date of the equity incentive plan
Option date, lock-in period arrangement, etc
(6) The granting price of restricted shares, the exercise price of stock options and their determination methods. If the granting price and exercise price are not determined by the party specified in articles 23 and 29 of the measures for the administration of equity incentives, the pricing basis and method shall be explained. The independent directors and independent financial advisers shall check whether the pricing damages the interests of the listed company and small and medium-sized shareholders, express their opinions and disclose (7) the conditions for the incentive object to receive and exercise the rights and interests.
If the rights and interests are to be granted in installments, the conditions for the incentive object to receive the rights and interests each time shall be disclosed; If it plans to exercise its rights and interests by stages, it shall disclose the conditions for the incentive object to exercise its rights and interests each time; When the conditions for granting and exercising rights and interests are not fulfilled, the relevant rights and interests shall not be deferred to the next period; If the incentive objects include directors and senior managers, the performance evaluation indicators of the incentive objects in exercising their rights and interests shall be disclosed; If it is to disclose the performance evaluation indicators of the incentive object's exercise of rights and interests, it shall fully disclose the scientificity and rationality of the set indicators; If the company implements multi period equity incentive plan at the same time, if the performance index of the later incentive plan is lower than that of the previous incentive plan, the reason and rationality shall be fully explained. (8) the procedures for the company to grant rights and interests and the incentive object to exercise rights and interests; Among them, it shall be clear that the period during which the listed company shall not grant restricted shares and the incentive object shall not exercise rights and interests is (9) the adjustment method and procedure of the number of rights and interests and exercise price involved in the equity incentive plan (such as the adjustment method during the implementation of profit distribution, share allotment and other schemes) (10) the accounting treatment method of equity incentive and the determination method of the fair value of restricted shares or stock options, The value of important parameters of the valuation model and its rationality. The implementation of equity incentive is the accrued expenses and the impact on the operating performance of listed companies
(11) Change and termination of equity incentive plan
(12) How to implement the equity incentive plan in case of change of control, merger, division of the company, change of position of the 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 (14) the commitment that there are no false records, misleading statements or major omissions in the relevant information disclosure documents of the listed company on the equity incentive plan; There are false records, misleading statements or major omissions in the relevant disclosure documents of the incentive object, resulting in non-compliance with the commitment of returning all interests to the company under the condition of granting rights and interests or exercising rights and interests. Trigger standard and time point of equity repurchase cancellation and income recovery procedures of listed companies, calculation principle, operation procedures and completion period of repurchase price and income, etc.
Whether the performance appraisal indicators meet the relevant requirements
22. Whether the performance indicators of the company and the individual performance indicators of the incentive object are included
Whether the indicators are objective, open, clear and transparent, in line with the actual situation of the company, and whether they are beneficial
23. Promoting the competitiveness of the company
If the relevant indicators of comparable companies in the same industry are used as the comparison basis, the selected comparison companies are not applicable, 24 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
Is the interval between the authorized registration date of restricted shares (class I) and the date of the first lifting of restrictions not applicable? 26 is it less than 1 year
27. Whether the time limit for lifting the restrictions on sales in each issue is not less than 12 months is not applicable
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, which is not applicable to 28
Whether the interval between the grant date and the first vesting date of restricted shares (class II) is less than 1 no
29 years
30 whether the time limit of each vesting period is not less than 12 months yes
Whether the ownership proportion of each period does not exceed 50% of the total amount of 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
33. 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
34. Whether the exercise time limit of stock options in each period is not less than 12 months is not applicable
Whether the proportion of stock options exercisable in each period of stock options does not exceed 50% of the total amount of inapplicable 35 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 are on whether the equity incentive plan is conducive to the holding of listed companies
36. Express opinions on sustainable development and whether there is any obvious damage to the interests of the listed company and all shareholders
Whether the listed company has hired a law firm to issue a legal opinion in accordance with the equity incentive agreement
Regulations on the administration of professional opinions 37
(1) Is the listed company in compliance with the equity incentive management measures
Incentive conditions
(2) Is the content of the equity incentive plan in line with the provisions of the measures for the administration of equity incentive
set
(3) Whether the formulation, deliberation, publicity and other procedures of the equity incentive plan comply with the
Incentive management measures
(4) Whether the determination of the object of equity incentive complies with the measures for the administration of equity incentive and the relevant provisions
Provisions of relevant laws and regulations
(5) Whether the listed company has performed information disclosure in accordance with the relevant requirements of the CSRC is
obligation
(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
And violations of relevant laws and administrative regulations
(8) Are the directors who intend to be the incentive object or have an associated relationship with them
The withdrawal was carried out according to the provisions of the measures for the administration of equity incentive
(9) Other matters that should be explained are
If a listed company hires an independent financial adviser, the major published in the independent financial adviser's report is
38. Whether the opinions are complete and meet the requirements of the measures for the administration of equity incentive
Review procedure compliance requirements
39 when the board of directors votes on the draft equity incentive plan, whether the related directors avoid voting is yes
40. When the general meeting of shareholders deliberates the draft equity incentive plan, whether the related shareholders intend to avoid voting is yes
41 is there any financial innovation not applicable
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.
