Self inspection form of equity incentive plan of listed companies
Company abbreviation: Hunan Yussen Energy Technology Co.Ltd(002986) Stock Code: Hunan Yussen Energy Technology Co.Ltd(002986)
Does it exist
Note no. of the sequence item (yes / no)/
(not applicable)
Compliance requirements of listed companies
Whether the financial accounting report of the latest fiscal year has not been approved by the certified public accountant
1 yes
Issue audit reports with negative opinions or unable to express opinions
Whether the internal control over financial report of the latest fiscal year has not been registered
2 yes
The auditor issues an audit report with a negative opinion or unable to express an opinion
3. Whether there has been any failure to comply with laws and regulations and public justice in the last 36 months after listing
The company's articles of association and public commitment to profit distribution
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
Whether the incentive object is not provided with loans and any other forms of financial support
6 yes
support
Compliance requirements of incentive objects
7 whether it does not include those who individually or jointly hold more than 5% of the shares of the listed company yes
Shareholders or actual controllers 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
10. Whether it has not been recognized by the CSRC and its dispatched offices within the last 12 months
Be an inappropriate person
11. Whether it has not been punished by the CSRC for major violations of laws and regulations in the last 12 months
The Commission and its dispatched offices may impose administrative penalties or take measures to prohibit market entry
12. Whether there are no provisions in the company law that forbid you to serve as a director or a senior director of the company
Level management
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 subject matter involved in the equity incentive plan of all listed companies within the validity period
15 yes
Whether the cumulative total number of shares does not exceed 10% of the total share capital of the company
A single incentive object is accumulated through all equity incentive plans within the validity period
16. Whether the granted shares do not exceed 1% of the total share capital of the company is
Whether the proportion of reserved rights and interests of incentive objects does not exceed the current equity incentive plan
17. 20% of the number of interests to be granted is
If the incentive objects are directors and senior executives, has the draft equity incentive plan been approved
18 yes
List their names, positions and number of awards
If the incentive objects are directors and senior executives, whether performance appraisal indicators are set for evaluation
19 yes
Conditions for exercising rights and interests for incentive objects
20. Whether the validity period of the equity incentive plan has not expired since the date of the first grant of rights and interests yes
After 10 years
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, say it one by one
State whether there are listed companies that may not implement equity incentive and incentive objects
yes
Not participating in equity incentive; Explain the implementation of the equity incentive plan
Will it 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
around
(3) The number of rights and interests to be granted, and the subject matter involved in the equity incentive plan
What are the types of shares, sources, number of equity and share capital of the listed company
Percentage of total amount; If it is implemented in stages, it is proposed to be granted each time
The number of equity, the number of underlying shares involved and their proportion in the total share capital of the listed 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; Whether the total number of subject shares involved in all equity incentive plans within the validity period exceeds 10% of the total share capital of the company and the description of its calculation process. (4) except for the reserved part, if the incentive object is the directors and senior managers of the company, their names, positions, the number of rights and interests they can be granted and their proportion in the total amount of rights and interests to be granted in the equity incentive plan shall be disclosed; The number of rights and interests that can be granted to other incentive objects (individually or by appropriate classification) and their proportion in the total amount of rights and interests to be granted under the equity incentive plan; Description of whether the cumulative shares of the company granted to a single incentive object through all the equity incentive plans within the validity period exceed 1% of the total share capital of the company (5) the validity period of the equity incentive plan, the date of authorization or the determination method of the authorization date, the vesting date, the exercise validity period and the exercise arrangement, the grant date, the restricted sale period and the time arrangement for lifting the restricted sale lock of restricted shares, etc. (6) the grant price of restricted shares The exercise price of stock option and its determination method.
If the grant price and exercise price are determined by methods other than those specified in articles 23 and 29 of the measures for the administration of equity incentive, the pricing basis and pricing method shall be explained, and an independent financial consultant shall be hired to check and evaluate the feasibility of the equity incentive plan, whether it is conducive to the sustainable development of listed companies, and the rationality of relevant pricing basis and pricing method Whether it damages the interests of the listed company and its impact on the interests of shareholders, express clear opinions and disclose (7) the conditions for the incentive object to be granted rights and interests and exercise rights and interests. If it plans to grant or exercise the rights and interests in several times, it shall disclose the conditions for the incentive object to be granted or exercise the rights and interests each time; Description of the definition of indicators and calculation standards involved in the establishment conditions; 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; 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; If the performance appraisal indicators for the exercise of rights and interests of the incentive object are disclosed, the scientificity and rationality of the set indicators shall be fully disclosed; 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 should be clear that the listed company shall not grant restricted shares and the period when the incentive object is not entitled to exercise rights and interests; (9) the adjustment methods and procedures of the number of rights and interests and exercise price involved in the equity incentive plan (for example, the adjustment methods are used when implementing plans such as profit distribution and share allotment) (10) the accounting treatment method of equity incentive and the determination method of the fair value of restricted shares or stock options, Value of important parameters of valuation model and its application
yes
Rationality, the implementation of equity incentive should accrue expenses and its 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, job change, resignation and death of the incentive object; (13) the respective rights and obligations of the company and the incentive object, relevant disputes or dispute settlement mechanism; (14) the commitment that there are no false records, misleading statements or major omissions in the information disclosure documents related to the equity incentive plan of the listed company; Any false record, misleading statement or major omission in the relevant disclosure documents of the incentive object, resulting in non-compliance with the commitment of the Department to return the interests to the company in the case 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
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,
24 yes
Is it conducive to promoting the competitiveness of the company
Based on the relevant indicators of comparable companies in the same industry, the selected
25. Whether there are at least 3 control companies yes
26. Whether it indicates that the set indicators are scientific and reasonable
Compliance requirements during restricted sale period and exercise period
Is the interval between the date of grant of restricted shares and the date of first release of restrictions
27 yes
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
Whether the proportion of sales restrictions lifted in each period does not exceed the limit granted to incentive objects
29 50% of the total shares
30 is the interval between the stock option authorization date and the first exercisable date not applicable
Less than 12 months
Is the starting date of the exercise period after the stock option not earlier than the previous exercise period
31 not applicable
Expiry date of
32. Whether the exercise time limit of stock options in each period is not less than 12 months? Not applicable
Whether the stock option proportion of the exercisable right of stock option in each period does not exceed the incentive
33 not applicable
50% of the total stock options granted to the object
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 34 listed companies, whether there is obvious damage to listed companies and all
Express opinions on the interests of shareholders
Whether the listed company employs a law firm to issue a legal opinion, and
35 yes
Give professional opinions according to the provisions of the management measures
(1) Whether the listed company complies with the provisions of the measures for the administration of equity incentive is
Conditions for equity incentive
(2) Whether the contents of the equity incentive plan comply with the equity incentive management office
Provisions of the law
(3) Whether the formulation, deliberation, publicity and other procedures of equity incentive plan are consistent with yes
Comply with the provisions of the measures for the administration of equity incentives
(4) Whether the determination of the equity incentive object complies with the equity incentive management office
Law and relevant laws and regulations
(5) Whether the listed company has performed in accordance with the relevant requirements of the CSRC yes
Information disclosure obligation
(6) Whether the listed company does not provide financial assistance for the incentive object is
(7) Whether the equity incentive plan does not have obvious damage to listed companies and all
Violation of laws and administrative regulations of shareholders
(8) The directors who intend to be the incentive object or have an associated relationship with them are
The thing is
