Self examination form of equity incentive plan of companies listed on GEM
Company abbreviation: Ningbo Runhe High-Tech Materials Co.Ltd(300727) Stock Code: 300727 independent financial consultant: Shanghai Rongzheng Investment Consulting Co., Ltd
Does the exist
Serial number (yes / no / remarks not applicable)
Compliance requirements of listed companies
1. Whether the financial accounting report of the latest fiscal year has been issued by the certified public accountant; no
Audit reports with or without opinions
2. The internal control of the financial report of the most recent fiscal year was negatively issued by the certified public accountant. No
Audit reports with or without opinions
3. Any failure to comply with laws and regulations, articles of association and public commitments within the last 36 months after listing
Distribution of profits
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 real shareholders who individually or jointly hold more than 5% of the shares of the listed company
7. International controller and its spouse, parents, children and foreign employees, if yes, whether to state No
The necessity and rationality of the aforementioned personnel as incentive objects
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 punished by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months
Administrative punishment or 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
shape
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 all the underlying stocks involved in the equity incentive plan of the listed company within the validity period are always
Does the cumulative amount exceed 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 the incentive object does not exceed the rights to be granted under the equity incentive plan yes
20% of benefits
The incentive objects are directors, senior managers and shareholders holding more than 5% of the shares individually or jointly
18. For the actual controller and his / her spouse, parents, children and foreign employees, the equity incentive is
Has the name, position and number of awards been listed in the draft plan
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' non-compliance one by one
Equity incentive may be implemented and the incentive object may not participate in equity incentive; Description unit is
Will the implementation of the incentive plan 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 under the equity incentive plan and its proportion in the total share capital of the listed company
proportion; If implemented by stages, the number of rights and interests to be granted each time and their proportion in the share capital of the listed company
Proportion of total amount; Where reserved rights and interests are set, the number of rights and interests to be reserved and the proportion of equity incentive are
Proportion of total planned equity; All those involved in the equity incentive plan 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
Description of
(4) In addition to the reserved part, if the incentive objects are directors and senior managers of the company,
Their names, positions, the number of rights and interests they can be granted, and the proportion of equity incentive shall be disclosed
The proportion of the total equity to be granted; Other incentive objects (individually or by appropriate classification) are
The number of rights and interests that can be granted and its proportion in the total amount of rights and interests to be granted under the equity incentive plan; with
And the company granted to a single incentive object through all the equity incentive plans within the validity period
Description of whether the accumulated shares of the company exceed 1% of the total share capital of the company
(5) What is the validity period, authorization date or the determination method of authorization date of the equity incentive plan
Vesting date, lock-in period arrangement, etc
(6) The granting price of restricted shares, the exercise price of stock options and their determining party
The law is not determined in the manner specified in articles 23 and 29 of the administrative measures
In case of grant price or exercise price, the pricing basis and method shall be explained, which is not applicable
Independent directors and independent financial advisers check whether the pricing damages the listed company and small and medium-sized shares
East interests, express opinions and disclose
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests. Where the rights and interests are to be granted in installments,
The conditions for each grant of rights and interests to the incentive object shall be disclosed; If it intends to exercise its rights and interests by stages, it shall
When disclosing the conditions for each exercise of rights and interests by the incentive object; Agree to grant and exercise rights and interests
When the conditions are not fulfilled, the relevant equity shall not be deferred to the next period; If the incentive objects include directors
And senior managers shall disclose the performance evaluation indicators of the incentive objects in exercising their rights and interests;
If the performance appraisal indicators for the exercise of rights and interests of the incentive object are disclosed, the set performance appraisal indicators shall be fully disclosed
The scientificity and rationality of the index; If the company implements multi-stage equity incentive plan at the same time, it will
If the performance index of the company in the current incentive plan is lower than that in the previous incentive plan, the original performance index shall be fully explained
Cause 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
It is clear that listed companies shall not grant restricted shares and incentive objects shall not exercise their rights and interests
period
(9) The number of rights and interests involved in the equity incentive plan and the adjustment method and method of exercise price are
Procedures (e.g. adjustment methods during the implementation of profit distribution, share allotment, etc.)
(10) Accounting treatment method of equity incentive, fair value of restricted stock or stock option
The determination method of value, the value of important parameters of the valuation model and its rationality, and the implementation of equity incentive are
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, etc
(13) The respective rights and obligations of the company and the incentive object, and the relevant disputes or dispute settlement are
mechanism
(14) The information disclosure documents related to the equity incentive plan of the listed company are not false
Commitments to record, 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 the owner exercises his rights and interests.
Equity repurchase of listed companies
Trigger standard and time point of cancellation and income recovery procedures, calculation of repurchase price and income
Principles, operating procedures, 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 beneficial
In order to promote the competitiveness of the company, if the relevant indicators of comparable companies in the same industry are used as the comparison basis, the selected comparison company is not applicable
No, no less than 3
25 whether it indicates that the set indicators are scientific and reasonable
Compliance requirements for sales restriction period, vesting period and exercise period
26 the interval between the authorized registration date of restricted shares (class I) and the date of first release of restrictions is not applicable
No less than 1 year
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 the total amount of restricted shares granted to the incentive object is not applicable
50% of
29 is the interval between the grant date of restricted shares (class II) and the first vesting date less than 1? No
year
Whether the time limit of each vesting period is not less than 12 months yes
Whether the vesting proportion of each period does not exceed 50% of the total restricted shares granted to the incentive object is
32. Whether the interval between the stock option authorization date and the first exercisable date is less than 1 year is not applicable
33. It does not apply whether the starting date of the exercise period after the stock option is not earlier than the expiration date of the previous exercise period
34. Whether the exercise time limit of each stock option is not less than 12 months is not applicable
35. Whether the proportion of stock options exercisable in each period of stock options does not exceed that granted to the incentive object is not applicable
50% of total stock options
Compliance requirements for professional opinions of independent directors, board of supervisors and intermediaries
36. Whether the independent directors and the board of supervisors are on whether the equity incentive plan is conducive to the holding of listed companies
Express opinions on whether there is any obvious damage to the interests of the listed company and all shareholders
37. Whether the listed company has hired a law firm to issue legal opinions in accordance with the management office
Express professional opinions in accordance with the provisions of the law
(1) Whether the listed company complies with the provisions of the administrative measures for the implementation of equity incentive is
piece
(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 management
Provisions of the measures
(4) Whether the determination of equity incentive objects complies with the administrative measures and relevant laws is
Provisions of regulations
(5) Whether the listed company has performed information disclosure in accordance with the relevant requirements of the CSRC is
obligation
(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 violations of relevant laws and administrative regulations
(8) Are the directors who intend to be the incentive object or have an associated relationship with them
The withdrawal was carried out in accordance with the provisions of the administrative measures
(9) Other matters that should be explained are
If a listed company hires an independent financial adviser, the major published in the independent financial adviser's report is
Whether the opinions are complete and meet the requirements of the management measures
Review procedure compliance requirements
39 when the board of directors votes on the draft equity incentive plan, whether the related directors avoid voting is yes
40. When the general meeting of shareholders deliberates the draft equity incentive plan, whether the related shareholders intend to avoid voting is yes
41 is there any financial innovation? No
