Self inspection form of equity incentive plan
Company abbreviation: Hitevision Co.Ltd(002955) Stock Code: Hitevision Co.Ltd(002955)
Does this exist
Item No. (yes / remark no / not applicable)
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
Audit reports with negative opinions or unable to express opinions
Whether the internal control of financial report in the latest fiscal year has not been registered for accounting
2 yes
Auditors issue audit reports with negative opinions or unable to express opinions
Whether there has been any company that fails to comply with laws and regulations within the last 36 months after listing
3 yes
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 has not been provided with loans and any other forms of financial capital
6 yes
help
Compliance requirements of incentive objects
Does it not include shareholders who individually or jointly hold more than 5% of the shares of the listed company
7 yes
Or actual controller and his / her 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
Has it not been recognized as yes by the CSRC and its dispatched offices in the last 12 months
ten
Inappropriate candidate
Have you not been punished by the CSRC for major violations of laws and regulations in the last 12 months
11 yes
And its dispatched offices shall be subject to administrative punishment or take market entry prohibition measures
Whether there are no provisions in the company law that forbid you to serve as a director or senior manager of the company
twelve
Management personnel
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
What are the targets involved in the equity incentive plan of all listed companies within the validity period
fifteen
Whether the cumulative total number of shares does not exceed 10% of the total share capital of the company
The cumulative amount of a single incentive object through all equity incentive plans within the validity period is
sixteen
Whether the granted shares 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 that of this equity incentive plan
seventeen
20% of the number of granted interests
If the incentive objects are directors and senior executives, has the draft equity incentive plan been listed as yes
eighteen
State his name, position and number of awards
If the incentive objects are directors and senior executives, whether to set performance appraisal indicators as yes
nineteen
Conditions for incentive objects to exercise their rights and interests
Whether the validity period of the equity incentive plan does not exceed yes from the date of the first equity grant
twenty
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) It shall be explained one by one in accordance with the relevant provisions of the measures for the administration of equity incentives
Whether there are listed companies that may not implement equity incentive and incentive objects that may not
yes
Participation in equity incentive; Explain whether the equity incentive plan will be implemented
It will 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, and the subject matter involved in the equity incentive plan
What are the types of stocks, sources of stocks, number of equities and their proportion in the total share capital of the listed company
Percentage of; If implemented in installments, the number of rights and interests to be granted each time
Volume, 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 method for determining the authorization date or authorization date of stock options, the vesting date, the exercise validity period and the exercise arrangement, including the grant date, the sale restriction period and the arrangement for releasing the lock-in period of restricted shares (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 incentives, the pricing basis and method shall be explained and the employee shall be hired
yes
The independent financial consultant is requested 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 its impact on the interests of shareholders, and disclose (7) the conditions for the incentive object to be granted and exercise its 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; Definition and calculation standards of indicators involved in establishment conditions
yes
Description of, etc; 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 executives, the performance evaluation indicators for the exercise of rights and interests of the incentive objects shall be disclosed; Disclosure incentives
If the performance appraisal indicators of the object exercising its rights and interests shall be fully disclosed
The scientificity and rationality of the subject matter; The company also implements multi period equity incentive plan
If the performance indicators of the company in the later incentive plan are lower than those in the earlier 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,
It should be clear that the listed company shall not grant restricted shares and the incentive object shall not be
Period for exercising rights and interests
(9) Adjustment of equity quantity and exercise price involved in equity incentive plan
Methods and procedures (e.g. adjustment during the implementation of profit distribution, share allotment and other schemes)
Method)
(10) Accounting treatment method of equity incentive, restricted stock or stock option
The determination method of fair value, the value of important parameters of valuation model and their rationality
yes
The implementation of equity incentive shall accrue expenses and affect the operating performance of listed companies
Influence of
(11) Change and termination of equity incentive plan
(12) Change of control, merger, division and issuance of incentive objects of the company
How to implement the equity incentive plan in case of job change, resignation, death and other matters
Row
(13) The respective rights and obligations of the company and the incentive object, and relevant disputes or disputes
yes
End-to-end solution mechanism
(14) The information disclosure documents related to the equity incentive plan of listed companies are inconsistent
Commitments with false records, misleading statements or major omissions; excitation
There are false records, misleading statements or material disclosure objects in the relevant disclosure documents
If the omission leads to non-compliance with the grant of interests or the exercise of interests, the return of all interests is
Return the company’s commitment. Procedures for equity repurchase, cancellation and income recovery of listed companies
Trigger standard and time point, calculation principle and operation of repurchase price and return
Procedures, 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,
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 pair
25 not applicable
According to whether there are no less than 3 companies
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 grant date of restricted shares and the date of the first lifting of restrictions not applicable
twenty-seven
Less than 12 months
28. Whether the time limit for lifting the restrictions on sales in each issue is not less than 12 months, not applicable
Whether the proportion of sales restrictions lifted in each period does not exceed the restricted shares granted to the incentive object, which is not applicable
twenty-nine
50% of total tickets
Is the interval between the stock option authorization date and the first exercisable date many
thirty
At 12 months
Whether the starting date of the exercise period after the stock option is not earlier than the previous exercise period is
thirty-one
date of expiration
32. Whether the exercise time limit of stock options in each period is not less than 12 months yes
Whether the stock option proportion of the exercisable right of stock option in each period does not exceed the incentive right yes
thirty-three
Like 50% of the total amount of stock options granted
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 listing
34. Whether the sustainable development of the company has obvious damage to the listed company and all shares
East interests
Whether the listed company employs a law firm to issue a legal opinion, and in accordance with yes
thirty-five
Express professional opinions in accordance with the provisions of the management measures
(1) Is the listed company in compliance with the provisions of the measures for the administration of equity incentives
Conditions for equity incentive
(2) Whether the contents of the equity incentive plan comply with the measures for the administration of equity incentive is
Provisions of
(3) Whether the formulation, deliberation, publicity and other procedures of the equity incentive plan are in line with yes
Provisions of the measures for the administration of equity incentives
(4) Whether the determination of equity incentive objects complies with the measures for the administration of equity incentive is
And relevant laws and regulations
