Self inspection form of equity incentive plan of listed companies
Company abbreviation: Guizhou Chanhen Chemical Corporation(002895) Stock Code: 002895 independent financial consultant: None
Does it exist
No. this item (yes / no / not applicable)
(used)
Compliance requirements of listed companies
1. Whether the financial accounting report of the latest fiscal year has not been approved by the certified public accountant
Issue audit reports with negative opinions or unable to express opinions
2. Whether the internal control over financial reporting in the latest fiscal year has not been registered will be
Auditors issue audit reports with negative opinions or unable to express opinions
3. Whether there has been any failure to comply with laws, regulations and public policies 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
6. Whether the incentive object has not been provided with loans or any other form of financial support
support
Incentive object compliance requirements
7 whether it does not include shares that individually or jointly hold more than 5% of the shares of the listed company is
East 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
10. Whether it has not been recognized by the CSRC and its dispatched offices within the last 12 months
Be an inappropriate person
11 is it true that the CSRC has not been punished for major violations of laws and regulations in the last 12 months
The Commission and its dispatched offices shall impose administrative penalties or take measures to prohibit market entry
12. Whether there are no provisions in the company law that forbid him to serve as a director or senior manager of the company
Management situation
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 targets involved in the equity incentive plan of all listed companies within the validity period are
Whether the cumulative total number of shares does not exceed 10% of the total share capital of the company
16. A single incentive object is accumulated through all equity incentive plans within the validity period
Whether the granted shares do not exceed 1% of the total share capital of the company
17. Whether the proportion of reserved rights and interests of incentive objects does not exceed the current equity incentive plan yes
20% of the number of interests to be granted
18. If the incentive objects are directors and senior executives, has the draft equity incentive plan been listed as yes
State his name, position and number of awards
19. If the incentive objects are directors and senior executives, whether performance appraisal indicators are set as yes
Conditions for incentive objects to exercise their rights and interests
20. Whether the validity period of the equity incentive plan does not exceed the time limit from the date of the first equity grant yes
After 10 years
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) Explain whether there is a deposit item by item according to the relevant provisions of the management measures
The listed company shall not implement equity incentive and the incentive object shall not participate
Circumstances of equity incentive; Explain whether the implementation of the equity incentive plan will lead to
To the listed company’s equity distribution does not 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 rights and interests involved in the equity incentive plan to be granted
Type of underlying stock, source of equity, number of equity and its proportion in the total share capital of the listed company
Percentage of the amount; If implemented by stages, the number of rights and interests to be granted each time
The number of underlying shares involved and their proportion in the total share capital of the listed company are
percentage; Where reserved rights and interests are set, the number of rights and interests to be reserved and the proportion of equity
Percentage of the total equity of the incentive plan; All valid shares
Whether the total number of underlying shares involved in the company’s incentive plan exceeds the company’s total number
10% of total share capital and description of its calculation process
(4) In addition to the reserved part, the incentive objects are directors and senior managers of the company
The names, positions, the number of rights and interests that can be granted to each person shall be disclosed
Proportion in the total equity to be granted under the equity incentive plan; Other incentive objects
(individually or by appropriate classification) the number of rights and interests that can be granted and the proportion of equity incentive
The proportion of the total rights and interests to be granted under the incentive plan; Single incentive object through all
Whether the accumulated shares of the company granted by the equity incentive plan 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, the date of issuance and authorization of the stock option, or
The determination method of authorization date, vesting date, exercise validity period and exercise arrangement are
The date of grant, the restricted sale period and the arrangements for the release of the restricted shares
(6) The grant price of restricted shares, the exercise price of stock options and
Its determination method. If articles 23 and 20 of the management measures are adopted
The grant price and exercise price shall be determined by methods other than those specified in Article 9
If qualified, the pricing basis and pricing method shall be explained. It is necessary to hire an independent
The financial advisor shall check and assess the feasibility of the equity incentive plan and whether it is conducive to
The sustainable development of listed companies, the rationality of relevant pricing basis and pricing methods
Publication, whether it damages the interests of listed companies and its impact on the interests of shareholders
Clear opinions and disclosure
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests.
Proposed sub Award
Where an incentive object grants or exercises its rights and interests, it shall disclose each time the incentive object is granted or exercised
Conditions for the exercise of rights and interests; Define and calculate the indicators involved in the establishment conditions
Description of standards; When the agreed conditions for granting and exercising rights and interests are not fulfilled,
Relevant interests shall not be deferred to the next period; For example, the incentive objects include directors and Gao Shi
The performance appraisal indicators for the exercise of the rights and interests of the incentive objects shall be disclosed; disclosure
The performance appraisal indicators for the incentive object to exercise its rights and interests shall be fully disclosed
The scientificity and rationality of the indicators; The company implements multi period equity incentive at the same time
If the company’s performance index is lower than that of 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,
It should be clear that the listed company shall not grant restricted shares and that the incentive object is not
Period during which rights and interests can be exercised
(9) Adjustment of equity quantity and exercise price involved in equity incentive plan
What are the adjustment methods and procedures (such as profit distribution, share allotment, etc.)
Integer 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 are
The implementation of equity incentive shall accrue expenses and affect the operating performance of the listed company
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 the related disputes or disputes are
End-to-end solution mechanism
(14) The information disclosure documents related to the equity incentive plan of the listed company are not
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
What is the total benefit in the event that the omission results in non-compliance with the grant or exercise of the interest
Commitment to return the company. Equity repurchase cancellation and income return of listed companies
Trigger standard and time point of order, calculation principle and operation of repurchase price and return
Work procedure, completion deadline, 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, yes
Whether it is conducive to promoting the competitiveness of the company 25. If the relevant indicators of comparable companies in the same industry are used as the control basis, whether the selected companies are not applicable depends on whether there are at least 3 companies
26 is it reasonable to explain the scientificity and rationality of the set indicators
Compliance requirements during restricted sale period and exercise period
27. Is the interval between the date of grant of restricted shares and the date of first release
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
29. Whether the proportion of sales restrictions lifted in each period does not exceed the restriction granted to the incentive object
50% of total shares
30. Whether the interval between the stock option authorization date and the first exercisable date is not applicable and less than 12 months
31. Is the starting date of the exercise period after the stock option not earlier than the expiration date of the previous exercise period
32. Whether the exercise time limit of stock options in each period is not less than 12 months is not applicable
33. Whether the proportion of stock options exercisable in each period of stock options does not exceed 50% of the total amount of stock options granted to the incentive inapplicable object
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 listing
34. The sustainable development of the company and whether there is obvious damage to the listed company and all shares are
East interests
35. Whether the listed company employs a law firm to issue a legal opinion, and
Express professional opinions in accordance with the provisions of the management measures
(1) Whether the listed company complies with the equity policy stipulated in the administrative measures is
Incentive conditions
(2) Whether the contents of the equity incentive plan comply with the provisions of the administrative measures is
set
(3) Whether the procedures for the formulation, deliberation and publicity of the equity incentive plan are consistent with yes
Comply with the provisions of the management measures
(4) Whether the determination of equity incentive objects complies with the management measures and relevant regulations
Provisions of 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 significantly damage the listed companies and all
Shareholders’ interests and violations of relevant laws and administrative regulations
(8) The directors who intend to be the incentive object or have an associated relationship with them are
Has the matter been avoided in accordance with the provisions of the management measures
(9) Other matters that should be explained are
If a listed company hires an independent financial consultant, whether the professional opinions on the inapplicable form issued in the independent financial consultant’s report are complete and meet the requirements of the administrative measures
Review procedure compliance requirements
37 draft of equity incentive plan voted by the board of directors
