Self inspection form of equity incentive plan of listed companies
Company abbreviation: Talkweb Information System Co.Ltd(002261) Stock Code: Talkweb Information System Co.Ltd(002261) 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 reports with or without opinions
2. Whether the internal control report of the financial report of the latest fiscal year has not been issued by the certified public accountant yes
Audit reports with negative opinions or unable to express opinions
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 the shareholders who individually or jointly hold more than 5% of the shares of the listed company or the actual shareholders
The 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
Whether it has not been recognized as inappropriate by the CSRC and its dispatched offices in the last 12 months
candidates
11. Whether it has not been sent by the CSRC or its representative for major violations of laws and regulations in the last 12 months
Administrative penalty for leaving the institution or market entry prohibition measures
12. Whether there is no provision in the company law that a person is not allowed to serve as a director or senior manager of the company
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 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
20% of quantity
18. Whether the name of the executive and the incentive plan are listed in the draft
Position and number of awards
If the incentive object is directors or senior executives, whether to set up performance appraisal indicators as the incentive object is
Conditions 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 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 equity incentive plan will lead to uneven equity distribution of listed companies
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, the types of underlying shares to be granted under the equity incentive plan
The source of equity, the 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 their proportion
The proportion and percentage of the total share capital of the municipal company; If reserved rights and interests are set, the rights and interests to be reserved are
Quantity and percentage in the total equity of the equity incentive plan; All within the validity period
Does the total number of underlying shares involved in the equity incentive plan exceed the total share capital of the company
10% of the amount and description of 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 the total granted rights and interests; Other incentive objects (individually or by appropriate classification)
The number of rights and interests granted and the proportion in the total amount of rights and interests to be granted under the equity incentive plan; single
The incentive object has accumulated the company’s shares granted through all the equity incentive plans within the validity period
Description of whether the total share capital exceeds 1% of the total share capital of the company
(5) The validity period of the equity incentive plan, the date of stock option, authorization date or authorization date
The granting method, vesting date, exercise validity period and exercise arrangement of restricted shares are
Arrangements for the day, the restricted period and the release of the restricted lock period, etc
(6) The granting price of restricted shares, the exercise price of stock options and their determination methods.
If the party specified in Article 23 and Article 29 of the measures for the administration of equity incentive is adopted
Where the grant price or exercise price is determined by other methods other than law, the basis for pricing shall be determined
And the pricing method, hire an independent financial consultant to verify and evaluate the equity incentive plan
Feasibility, whether it is conducive to the sustainable development of listed companies, relevant pricing basis and pricing
The rationality of pricing method, whether it damages the interests of listed companies and its impact on the interests of shareholders
Express clear opinions 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; Opposite setting
Description of index definition, calculation standard, etc. involved in the establishment conditions; Agreed grant of rights and interests
When the conditions for exercising rights and interests are not fulfilled, the relevant rights and interests shall not be deferred to the next period; Such as incentive object
Including directors and senior executives, the performance evaluation indicators for the exercise of rights and interests of incentive objects shall be disclosed; yes
If the performance appraisal indicators for the exercise of rights and interests of the incentive object are disclosed, the set indicators shall be fully disclosed
The scientificity and rationality of the subject matter; If the company implements multi period equity incentive plan at the same time, the later stage
If the performance indicators of the incentive plan company are lower than the previous incentive plan, the reasons shall be fully explained
And rationality
(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) The price of equity and the method of adjusting the equity plan are the amount of equity involved
Sequence (e.g. adjustment method when implementing profit distribution, share allotment and other schemes)
(10) Accounting treatment method of equity incentive, 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 is
Accrued expenses and their 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 and change of position of incentive object
How to implement the equity incentive plan in case of change, resignation, death and other matters
(13) What are the respective rights and obligations of the company and the incentive object, and what are the relevant disputes or dispute resolution mechanisms
system
(14) The information disclosure documents related to the equity incentive plan of listed companies are not false
Commitments of recording, misleading statements or major omissions; Relevant disclosure documents of incentive objects
There are false records, misleading statements or major omissions, resulting in non-compliance with the granted rights and interests or
Commitment to return all interests to the company when exercising rights and interests. Equity repurchase of listed companies note
Trigger standard and time point of sales and income recovery procedure, calculation of repurchase price and income
Rules, operating procedures, completion period, 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 beneficial
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, the selected comparison companies are not applicable, or 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 is the interval between the date of grant of restricted shares and the date of first release not less than 12 yes
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 lifting restrictions in each period does not exceed the total amount of restricted shares granted to the incentive object
50%
Whether the interval between the stock option authorization date and the first exercisable date is not less than 12 yes
month
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
34. Whether the independent directors and the board of supervisors are on whether the equity incentive plan is conducive to the holding of listed companies
Continue to develop, whether there is any obvious damage to the interests of the listed company and all shareholders
35. Whether the listed company employs a law firm to issue legal opinions, which is in accordance with the administrative measures
Express professional opinions in accordance with the provisions of
(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
(9) Other matters that should be explained
