Self inspection form of Huabao Flavours & Fragrances Co.Ltd(300741) first restricted stock incentive plan
Company abbreviation: Huabao Flavours & Fragrances Co.Ltd(300741) Stock Code: 300741 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 report of the latest fiscal year has been issued by the certified public accountant
1. Audit report with negative opinions or unable to express opinions no
The internal control over the financial report of the latest fiscal year was issued by the certified public accountant
2 audit reports with negative opinions or unable to express opinions no
Failure to comply with laws, regulations and company seal within the last 36 months after listing
3. Is there a public commitment to profit distribution
4 is there any other situation that is not suitable for the implementation of equity incentive? No
5. Whether the performance appraisal system and methods have been established
6. Whether to provide loans and any other forms of financial capital for the incentive object
help
Incentive requirements for compliance
The incentive objects involved in the incentive plan include some foreign employees, mainly the strategic development Whether it includes stock management, technology research and development, project construction, East, actual controllers of listed companies and their spouses, parents Children, business development and corporate culture construction play an important role. Through this incentive plan, foreign employees of listed companies. If so, does it mean that the above-mentioned personnel will become the incentive object of the company's core talent team Reasonable construction conforms to the actual situation and development needs of the company and is conducive to the implementation of the company's transformation and upgrading strategic objectives, It is conducive to the long-term healthy and sustainable development of the company and the maintenance of the long-term interests of the company's shareholders.
8. Whether independent directors and supervisors are included no
9. Whether they have been identified as inappropriate candidates by the stock exchange in the last 12 months? No
10 it has been recognized as no by the CSRC and its dispatched offices in the last 12 months
Suitable person
In the last 12 months, the CSRC and
11. Whether its dispatched offices impose administrative penalties or take market entry prohibition measures
Whether he has the qualifications stipulated in the company law and is not allowed to serve as a director or supervisor of the company
12. Whether the senior management is involved
Is there a problem
No. item (yes / no / not applicable) remarks
13 is there any other situation that is not suitable to be the incentive object? No
14. Whether the incentive list has been verified by the board of supervisors yes
Incentive plan compliance requirements
All equity incentive plans of listed companies within the validity period
15. Whether the total number of subject shares exceeds 20% of the total share capital of the company in total no
16. Whether the cumulative granted shares of a single incentive object exceed the total share capital of the company no
1%
Whether the proportion of reserved rights and interests of the incentive object does not exceed the equity incentive plan
17. 20% of the number of interests to be granted is
The incentive objects are directors, senior managers and individual or total shareholding
More than 5% of shareholders or actual controllers and their spouses, parents, children and
18 yes
For foreign employees, whether the draft equity incentive plan has listed their names
Position and number of awards
19. Is the validity period of the equity incentive plan calculated from the authorization date less than yes
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
21. Whether the matters specified in the equity incentive plan are complete
(1) It shall be explained one by one in accordance with the provisions of the measures for the administration of equity incentive
Are there any listed companies that may not implement equity incentive and incentive objects
Not participating in equity incentive; Explain the reality of the equity incentive plan
Will the implementation result in the listed company's equity distribution not meeting the listing conditions
(2) The purpose of the equity incentive plan, the basis for determining the incentive object and
Range
(3) Number of rights and interests to be granted under the equity incentive plan and its proportion in the listed company
Proportion of total share capital; If implemented in stages, the rights to be granted each time
The number of profits and their proportion in the total share capital of the listed company; Set reservation
The number of rights and interests to be reserved and their proportion in the equity incentive plan
The proportion of the amount; All equity incentive plans within the validity period
Whether the total number of underlying shares exceeds 20% of the total share capital of the company
And its calculation method
Is there a problem
No. item (yes / no / not applicable) remarks
(4) In addition to the reserved part, the incentive objects are directors and senior managers of the company
In the case of managers, their names, positions and their respective rights and interests shall be disclosed
Quantity and proportion in the total amount of rights and interests to be granted under the equity incentive plan; his
What are the rights and interests that can be granted to other incentive objects (individually or by appropriate classification)
Quantity and proportion in the total amount of rights and interests to be granted under the equity incentive plan; with
And a single incentive object is calculated through all equity incentives within the validity period
Whether the accumulated shares of the company granted exceed 1% of the total share capital of the company
explain
(5) Determination of validity period, authorization date or authorization date of equity incentive plan
Yes, vesting date, lock-in period arrangement, etc
(6) The grant price of restricted shares and the exercise price of stock options
And its determination method.
The second part of the measures for the administration of equity incentive is not adopted
13、 The grant price and exercise price shall be determined by the method prescribed in Article 29
If qualified, the pricing basis and pricing method shall be explained, which is independent
Directors and independent financial advisers shall check whether the pricing damages the listed company
To express opinions and disclose the interests of the company and minority shareholders
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests. Proposed sub Award
In case of granting rights and interests, the conditions for the incentive object to be granted rights and interests each time shall be disclosed;
If it plans to exercise its rights and interests by stages, it shall disclose the incentive object's rights and interests each time
Conditions of; When the conditions for granting rights and interests and exercising rights and interests have not been fulfilled, the relevant provisions shall apply
Relevant rights and interests shall not be deferred to the next period; For example, the incentive objects include directors and senior managers
Managers shall disclose the performance appraisal of incentive objects in exercising their rights and interests
Target; Where the performance appraisal indicators for the exercise of the rights and interests of the incentive object are disclosed, it shall
Fully disclose the scientificity and rationality of the set indicators; The company also implements
For multi period equity incentive plan, the company's performance indicators of later incentive plan
If it is lower than 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; When
It shall be clear that listed companies shall not grant restricted shares and incentives
The period during which the incentive object may not exercise its rights and interests
(9) Adjustment of equity quantity and exercise price involved in equity incentive plan
What are the overall methods and procedures (e.g. when implementing profit distribution, share allotment, etc.)
Adjustment method)
Is there a problem
No. item (yes / no / not applicable) remarks
(10) Accounting treatment method of equity incentive, restricted stock or stock period
The determination method of the fair value of the right, the value of important parameters of the valuation model and
Reasonable, the implementation of equity incentive shall accrue expenses and be beneficial to the listed company
Impact on business performance
(11) Change and termination of equity incentive plan
(12) Change of control, merger, division and incentive object of the company
How to implement equity incentive in case of job change, resignation, death and other matters
Incentive plan
(13) Respective rights and obligations of the company and the incentive object, relevant disputes or
The dispute settlement mechanism is
(14) Information disclosure documents related to equity incentive plans of listed companies
There are no false records, misleading statements or major omissions
Promise; There are false records and misleading statements in the relevant disclosure documents of incentive objects
It is not in conformity with the granted rights and interests or the exercise of rights and interests due to statements or material omissions
Make a commitment to return all benefits to the company. Equity repurchase and cancellation 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
22 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
two
