Self examination form of equity incentive plan of companies listed on GEM
Company abbreviation: Jafron Biomedical Co.Ltd(300529) Stock Code: 300529 independent financial consultant: None
Whether there is such item (yes / note no / not applicable)
Compliance requirements of listed companies
1. Whether the financial accounting report of the latest fiscal year has been given a negative opinion by the certified public accountant or cannot be expressed as No
Audit report of opinion
2. The internal control over the financial report of the most recent fiscal year was given a negative opinion by the certified public accountant or could not be expressed as No
Audit report of opinion
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments in the last 36 months after listing? No
Situation
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 assistance to the incentive object? No
Incentive object compliance requirements
Does it include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their allocation
7. Spouse, parents, children and foreign employees, if so, whether it is necessary for the above-mentioned personnel to become incentive objects
Rationality and rationality
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 identified as an inappropriate candidate by the CSRC and its dispatched offices in the last 12 months. No
11. Whether it has been administratively punished or adopted by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months
Take market entry prohibition measures
12. Whether the company law stipulates that it is not allowed to serve as a director or senior manager of the company? No
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
15. Whether the total number of underlying shares involved in all equity incentive plans of listed companies within the validity period exceeds No
20% of the total share capital of the company
16. Whether the cumulative granted shares of a single incentive object exceed 1% of the total share capital of the company no
17. Whether the proportion of reserved rights and interests of incentive objects does not exceed 20% of the number of rights and interests to be granted under the equity incentive plan yes
The incentive objects are directors, senior managers, shareholders holding more than 5% of shares alone or in total or actual controllers, and
18. If the spouse, parents, children and foreign employees have their names and are listed in the draft equity incentive plan
Position and number of awards
19 is the validity period of the equity incentive plan less than 10 years from the date of authorization
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) According to the provisions of the administrative measures, explain whether there are listed companies that are not allowed to implement equity incentive one by one
And the situation that the incentive object is not allowed to participate in equity incentive; Explain whether the implementation of the equity incentive plan will lead to yes
The equity distribution of the municipal company does not 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 under the equity incentive plan and its percentage in the total share capital of the listed company; If divided
The number of rights and interests to be granted each time and its percentage in the total share capital of the listed company; Set reservation
The number of rights and interests to be reserved and its percentage in the total equity of the equity incentive plan; Whether the total number of underlying shares involved in all equity incentive plans within the validity period exceeds 20% of the total share capital of the company; and
Description of its calculation method
(4) In addition to the reserved part, if the incentive objects are directors and senior managers of the company, their names and
Positions, the number of rights and interests that can be granted, and the percentage in the total amount of rights and interests to be granted under the equity incentive plan; his
The number of rights and interests that can be granted to other incentive objects (respectively or according to appropriate classification) and their percentage in the total amount of rights and interests to be granted under the equity incentive plan; And a single incentive object through all equity incentive plans within the validity period
Description of whether the accumulated shares of the company granted exceed 1% of the total share capital of the company
(5) Validity period of equity incentive plan, authorization date or determination method of authorization date, vesting date, lock-in period arrangement, etc
(6) The grant price of restricted shares, the exercise price of stock options and their determination methods.
Pipe is not used
Where the grant price and exercise price are determined by the methods specified in articles 23 and 29 of the measures, the pricing basis and method shall be explained, and the independent directors and independent financial advisers shall check whether the pricing is correct
Damage the interests of listed companies and minority shareholders, express opinions and disclose them
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests. If the rights and interests are to be granted in installments, the incentive shall be disclosed
Conditions for each grant of interest to the object; If the rights and interests are to be exercised by stages, the incentive object shall disclose each exercise of rights and interests
The conditions of profit; 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 managers, it shall be disclosed that the performance appraisal of the incentive objects in exercising their rights and interests is the indicator; If the performance appraisal indicators for the exercise of rights and interests of the incentive object are disclosed, the performance of the set indicators shall be fully disclosed
Scientific and reasonable; If the company implements multi period equity incentive plan at the same time, the company’s performance in the later incentive plan
If the index 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; Among them, it shall be clear that the listed company shall not be the period during which restricted shares are granted and incentive objects shall not exercise their rights and interests
(9) Adjustment methods and procedures for the number of rights and interests and exercise price involved in the equity incentive plan (for example, the adjustment methods when implementing profit distribution, allotment and other schemes)
(10) Accounting treatment method of equity incentive, determination method of fair value of restricted shares or stock options,
The value of important parameters of the valuation model and its rationality, the accrued expenses for the implementation of equity incentive 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 or death of the incentive object
(13) What are 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 the listed company are not false and misleading
Commitment to make statements or major omissions; There are false records and misleading statements in the relevant disclosure documents of incentive objects
Or major omission leads to non-compliance with the commitment to return all interests to the company under the condition of granting rights and interests or exercising rights and interests. Trigger standard and time point, repurchase price and income recovery of equity repurchase cancellation and income recovery procedures of listed companies
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
23. Whether the indicators are objective, open, clear and transparent, in line with the actual situation of the company, and whether they are conducive to promoting the competitiveness of the company
24 If the relevant indicators of comparable companies in the same industry are used as the comparison basis, whether there are at least 3 selected comparison companies is not applicable
25 whether it indicates that the set indicators are scientific and reasonable
Compliance requirements for sales restriction period, vesting period and exercise period
26. Whether the interval between the authorized registration date of restricted shares (class I) and the date of first release is less than 1 year is not applicable
27. Whether the time limit for lifting the sales restriction in each phase is not less than 12 months, not applicable
28. Whether the proportion of lifting the restriction in each period does not exceed 50% of the total amount of restricted shares granted to the incentive object is not applicable
29 whether the interval between the grant date and the first vesting date of restricted shares (class II) is less than 1 year is not applicable
30 is the time limit of each vesting period not less than 12 months? Not applicable
31. Whether the vesting proportion of each period does not exceed 50% of the total amount of restricted shares granted to the incentive object is not applicable
32 is the interval between the stock option authorization date and the first exercisable date less than 1 year? No
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
34. 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 the total amount of stock options granted to the incentive object
50%
Compliance requirements for professional opinions of independent directors, board of supervisors and intermediaries
36. Whether the independent directors and the board of supervisors have discussed whether the equity incentive plan is conducive to the sustainable development of the listed company and whether it is
Express opinions that obviously damage the interests of the listed company and all shareholders
37. Does the listed company employ a law firm to issue legal opinions and issue special opinions in accordance with the provisions of the administrative measures
Industry opinion
(1) Whether the listed company meets the conditions for equity incentive stipulated in the administrative measures is
(2) Whether the contents of the equity incentive plan comply with the provisions of the administrative measures is
(3) Whether the formulation, deliberation, publicity and other procedures of the equity incentive plan comply with the provisions of the administrative measures is
(4) Whether the determination of equity incentive objects complies with the provisions of the administrative measures and relevant laws and regulations is
(5) Whether the listed company has fulfilled the obligation of information disclosure in accordance with the relevant requirements of the CSRC is
(6) Does the listed company provide financial assistance to the incentive object? No
(7) Whether the equity incentive plan obviously damages the interests of the listed company and all shareholders and violates relevant laws
Laws and administrative regulations
(8) Directors who are intended to be incentive objects or are related to them
