Self inspection form of equity incentive plan of listed companies
Company abbreviation: Tangrenshen Group Co.Ltd(002567) Stock Code: 002567
Independent financial consultant: Shanghai Rongzheng Investment Consulting Co., Ltd
Is there a problem
No. item (yes / no / not applicable) remarks
Compliance requirements of listed companies
Whether the financial accounting report of the latest fiscal year has not been issued by the certified public accountant
1 yes
Opinions or audit reports that cannot express opinions
Whether the internal control of the financial report of the latest fiscal year has not been issued by the certified public accountant
2 yes
Audit report with negative opinion or unable to express opinion
Whether there has been any failure to comply with laws and regulations, the articles of association and the articles of association within the last 36 months after listing
3. 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
6. Whether the incentive object has not been provided with loans or any other forms of financial assistance
Incentive object compliance requirements
Does it not include shareholders who individually or jointly hold more than 5% of the shares of the listed company or are they
7. International 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
Whether it has not been recognized as unwell by the CSRC and its dispatched offices in the last 12 months
10 candidates
Whether it has not been punished by China Securities Regulatory Commission for major violations of laws and regulations in the last 12 months
11. The dispatched office shall be subject to administrative punishment or take market entry prohibition measures
Whether there are no provisions in the company law that prohibit him from serving as a director or senior manager of the company
12. The situation is
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
Whether the cumulative number of underlying shares involved in all equity incentive plans of listed companies within the validity period does not exceed 10% of the total share capital of the company
A single incentive object is cumulatively granted shares through all equity incentive plans within the validity period
16. Whether the votes do not exceed 1% of the total share capital of the company
Whether the proportion of reserved rights and interests of incentive objects does not exceed the rights to be granted in this equity incentive plan
20% of the 17 benefits are
If the incentive objects are directors and senior executives, has their surnames been listed in the draft equity incentive plan
18 names, positions and number of awards
If the incentive objects are directors and senior executives, whether performance appraisal indicators are set as incentive targets
19 is like 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 is a listed company one by one
The company shall not implement equity incentive and the incentive object shall not participate in equity incentive; Is it to explain whether the implementation of the equity incentive plan will lead to inconsistent equity distribution of listed companies
Compliance with 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, 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
For the implementation by stages, the number of rights and interests to be granted each time and the number of underlying shares involved
And the percentage 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 their proportion in the total rights and interests of the equity incentive plan; All
Whether the cumulative total number of underlying shares involved in the equity incentive plan within the validity period exceeds
10% of the total share capital of the company and its calculation process
(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 their proportion in the total amount of rights and interests to be granted under the equity incentive plan shall be disclosed; Other incentive objects (respectively or according to appropriate scores)
Yes) the number of rights and interests that can be granted and the proportion in the total amount of rights and interests to be granted under the equity incentive plan; Description of whether the accumulated shares of the company granted by 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 authorization date or authorization date of the stock option
Determination method, vesting date, exercise validity period and exercise arrangement. The granting date of restricted shares, the restricted sale period and the arrangement for releasing the restricted sale lock period, etc. (6) the granting price of restricted shares, the exercise price of stock options 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 administrative measures, the pricing basis shall be determined
And the pricing method, hire an independent financial consultant to check and express clear opinions on the feasibility of the equity incentive plan, whether it is conducive to the sustainable development of the listed company, the rationality of relevant pricing basis and pricing methods, whether it damages the interests of the listed company and the impact on the interests of shareholders, and disclose (7) the conditions for the incentive objects to be granted and exercise their 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 and calculation standards of indicators involved in the establishment conditions; When the agreed conditions for granting and exercising rights and interests are not fulfilled, the relevant rights and interests shall not be deferred to the next period; as
The incentive objects include directors and senior executives, and the performance of the incentive objects in exercising their rights and interests shall be disclosed as the evaluation index; 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-stage 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 reasons 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
The period during which a listed company may not grant restricted shares and incentive objects may not exercise their rights and interests
(9) The number of rights and interests involved in the equity incentive plan and the adjustment method and method of exercise price are
Procedures (e.g. adjustment methods during the implementation of profit distribution, share allotment, etc.)
(10) Accounting treatment method of equity incentive, fair value of restricted stock or stock option
The value determination method, the value of important parameters of the valuation model and its rationality, the implementation of equity incentive is the accrued 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 when the company has a change of control, merger, division, job change, resignation, death and other events of the incentive object
(13) The respective rights and obligations of the company and the incentive object, and the relevant disputes or dispute settlement mechanism
(14) The information disclosure documents related to the equity incentive plan of listed companies do not exist falsely
False records, misleading statements or major omissions; Disclosure of incentive objects
There are false records, misleading statements or major omissions in the documents, resulting in non-compliance with the grant
It is the commitment to return all interests to the company in the case of equity or exercise of equity. Rights of listed companies
Trigger standard and time point, repurchase price and income recovery procedure
Calculation principle, operation procedure, 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 there are
24 is conducive to 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 company is 25. Is there no less than 3
26 is it reasonable to explain the scientificity and rationality of the set indicators
Compliance requirements during restricted sale period and exercise period
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 to 27 months
28. Whether the time limit for lifting the sales restriction in each issue is not less than 12 months, not applicable
Whether the proportion of lifting restrictions in each period does not exceed the total amount of restricted shares granted to the incentive object
50% of 29 not applicable
Whether the interval between the stock option authorization date and the first exercisable date is not less than 12 yes
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
Whether the proportion of stock options exercisable in each period of stock options does not exceed that granted to the incentive object
33 is 50% of the total stock options
Compliance requirements for professional opinions of independent directors, board of supervisors and intermediaries
Whether the independent directors and the board of supervisors discuss whether the equity incentive plan is conducive to the development of listed companies
34. Sustainable development and 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
