Self inspection form of equity incentive plan of listed companies
Company abbreviation: Topsec Technologies Group Inc(002212) Stock Code: Topsec Technologies Group Inc(002212) independent financial consultant: Shanghai Rongzheng Investment Consulting Co., Ltd
Does this exist
Serial number (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 issued by the certified public accountant
Audit report with or unable to express opinions
2. Whether the internal control of the financial report of the latest fiscal year has not been issued by the certified public accountant no yes
Audit report with definite opinion or unable to express opinion
3. Whether there has been any failure to comply with laws and regulations, the articles of association and corporate governance in 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
Compliance requirements of incentive objects
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
The maker and his spouse, 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 person has not been identified as inappropriate by the CSRC and its dispatched offices within 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
Administrative punishment or market entry prohibition measures taken by institutions
12. Whether there is no circumstance that a person is not allowed to serve as a director or senior manager of the company as stipulated in the company law
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 the equity incentive plan of all listed companies within the validity period is
Whether the accumulative total does not exceed 10% of the total share capital of the company
16. The cumulative shares granted to a single incentive object through all the equity incentive plans within the validity period are
Does it not exceed 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 rights and interests to be granted in the equity incentive plan yes
18. If the incentive objects are directors and senior executives, whether their names and names have been listed in the draft equity incentive plan
Position and number of awards
19. If the incentive objects are directors and senior executives, whether to set up performance appraisal indicators as the incentive objects is OK
Conditions for equity
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 incentive, explain whether there is any one by one
The listed 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 and scope of the incentive plan are the basis for determining the incentive object and incentive scope
(3) The number of rights and interests to be granted, and the types of underlying shares to be granted under the equity incentive plan
Class, source, number of equity and its proportion in the total share capital of the listed company; If divided
The number of rights and interests to be granted each time, the number of underlying shares involved and the proportion of listed shares
Percentage of the total share capital of the company; If reserved rights and interests are set, the number of rights and interests to be reserved is
And the percentage in the total equity of the equity incentive plan; All equity within the validity period
Whether the total number of underlying shares involved in the incentive plan exceeds the total share capital of the company
Description of 10% and its calculation process
(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
The proportion of total equity granted; Other incentive objects (individually or by appropriate classification) can be awarded
The number of equity and its proportion in the total amount of equity to be granted under the equity incentive plan; Single excitation pair
Whether the accumulated shares of the company granted through all the equity incentive plans within the validity period are
Description of exceeding 1% of the total share capital of the company
(5) The validity period of the equity incentive plan and the determination of the authorization date or authorization date of the stock option
The method, vesting date, exercise validity period and exercise arrangement, and the date of grant of restricted shares
Arrangements for the sales restriction period and the release of the lock-in period, etc
(6) The granting price of restricted shares, the exercise price of stock options and their determination methods.
For example, the methods specified in Article 23 and Article 29 of the measures for the administration of equity incentive shall be adopted
Where the grant price or exercise price is determined by other methods, the pricing basis and method shall be determined
It is feasible to explain the pricing method, hire an independent financial consultant to check and evaluate the feasibility of the equity incentive plan
Whether it is conducive to the sustainable development of listed companies, relevant pricing basis and pricing methods
Rationality, whether it damages the interests of listed companies and the impact on the interests of shareholders
See and disclose
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests.
To be granted or exercised in installments
In case of rights and interests, the conditions for the incentive object to be granted or exercise rights and interests each time shall be disclosed; Right establishment
Description of index definition and calculation standard involved in conditions; Agreement on granting rights and interests and exercising rights and interests
When the equity conditions are not fulfilled, the relevant equity shall not be deferred to the next period; For example, the incentive objects include directors
The managers and senior executives shall disclose the performance evaluation indicators of the incentive objects in exercising their rights and interests; Disclosure incentives
If the performance appraisal index of the object exercising its rights and interests, it shall fully disclose the scientificity of the set index
And rationality; If the company implements multi period 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 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
Sequence (e.g. adjustment method when implementing profit distribution, share allotment and other schemes)
(10) Accounting treatment method of equity incentive, measurement of fair value of restricted stock or stock option
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) 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
Promises containing, misleading statements or major 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 profit. Equity repurchases, cancellations and gains of listed companies
Trigger standard and time point of recovery procedure, calculation principle and operation procedure of repurchase price and income
Sequence, completion deadline, 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 whether they are conducive to
Promote 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 applicable
No less than 3
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? Not applicable
month
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 restriction in each period does not exceed the total amount of restricted shares granted to the incentive object is not applicable
50%
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 number of shares granted to the incentive object
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 listed companies
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 complies with the provisions of the measures for the administration of equity incentive to implement equity incentive
Excitation conditions
(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 equity incentive plan
Management measures for incentives
(4) Is the determination of equity incentive objects in line with the measures for the administration of equity incentive and relevant regulations
Provisions of laws and regulations
(5) Whether the listed company has fulfilled the obligation of information disclosure in accordance with the relevant requirements of the CSRC
Affairs
(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 violations 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 based on
The provisions of the measures for the administration of equity incentive have been avoided
