Self inspection form of equity incentive plan of listed companies
Company abbreviation: Sunwoda Electronic Co.Ltd(300207) Stock Code: 300207 independent financial consultant: Shanghai Rongzheng Investment Consulting Co., Ltd
Whether the item of serial number exists (yes, remark / 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 no
Or an audit report that cannot express an opinion
2. The internal control over the financial report of the latest fiscal year was negatively commented by the certified public accountant no
Or an audit report that cannot express an opinion
3. Failure to comply with laws and regulations, articles of association and public commitments in the last 36 months after listing
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 assistance to the incentive object? No
Incentive object compliance requirements
Does it include shareholders or actual shareholders who individually or jointly hold more than 5% of the shares of the listed company
7. The controlling person and his / her spouse, parents, children and foreign employees. If so, whether the foregoing is stated
Necessity and rationality for personnel to become 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
Government punishment or market entry prohibition measures
12. Whether it has the qualifications stipulated in the company law that it is not allowed to serve as a director, supervisor and senior manager of the company? No
Staff situation
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 is accumulated
Whether it exceeds 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, shareholders holding more than 5% of the shares individually or jointly, or
18. For the actual controller and his / her spouse, parents, children and foreign employees, the equity incentive is
Has the draft plan listed its name, position and number of grants
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 may not be listed one by one
The implementation of equity incentive and the situation that the incentive object is not allowed to participate in equity incentive; Explain that equity incentive 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 percentage in the total share capital of the listed company
Fractional ratio; If implemented by stages, the number of rights and interests to be granted each time and its proportion in the total share capital of the listed company
Percentage of the amount; Where reserved rights and interests are set, the number of rights and interests to be reserved and their proportion in the equity incentive plan are
Percentage of total equity transferred; Subject matter involved in all equity incentive plans within the validity period
Whether the cumulative total number of shares exceeds 20% of the total share capital of the company and the description of its calculation method
(4) In addition to the reserved part, the incentive objects are directors and senior managers of the company, who shall wear
Disclose their names, positions, the number of rights and interests they can be granted, and their proportion in the equity incentive plan to be granted
Percentage of total equity; Other incentive objects (individually or by appropriate classification) can be awarded
The number of equity and its percentage in the total amount of equity to be granted under the equity incentive plan; And 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 amount exceeds 1% of the total share capital of the company
(5) The validity period, authorization date or the determination method and method of the authorization date of the equity incentive plan
Exercise date, lock-in period arrangement, etc
(6) The granting price of restricted shares and its determination method. If paragraph of the management measures is adopted
Article 23. The grant price shall be determined by other methods than those specified in Article 29
For the exercise price, the pricing basis and method shall be explained. Independent directors and independent directors are
The financial consultant shall check whether the pricing damages the interests of listed companies and minority shareholders and express opinions
And disclosure
(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
Disclose the conditions for each exercise of rights and interests by the incentive object; Agree on the conditions for granting and exercising rights and interests
If it is not achieved, the relevant equity shall not be deferred to the next period; For example, the incentive objects include directors and senior managers
Managers shall disclose the performance evaluation indicators of the incentive objects in exercising their rights and interests; Disclosure incentives
The performance appraisal indicators for the exercise of the rights and interests of the object shall fully disclose the scientificity of the indicators set
And rationality; If the company implements multi-stage equity incentive plan at the same time, the later incentive plan company
If the performance 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 should be clear that
The period during which the listed company shall not grant restricted shares and the incentive objects shall not exercise their rights and interests
(9) What are the adjustment methods and procedures for the number of rights and interests and exercise price involved in the equity incentive plan
Sequence (e.g. adjustment method when implementing profit distribution, share allotment, etc.)
(10) Accounting treatment method of equity incentive, determination method of restricted stock, valuation model
The value of important parameters and their rationality, the accrued expenses for the implementation of equity incentive and its impact on the listed company
Impact on the company’s operating performance
(11) Change and termination of equity incentive plan
(12) Change of control, merger, division of the company, change of position of incentive object, yes
How to implement the equity incentive plan in case of 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) There is no false record in the information disclosure documents related to the equity incentive plan of the listed company
Commitments containing, misleading statements or material omissions; Existence of relevant disclosure documents of incentive objects
False records, misleading statements or major omissions lead to non-compliance with the granted rights and interests or the exercise of rights and interests
Commitment to return all benefits to the company in case of equity.
Equity repurchase, cancellation and receipt of listed companies
Trigger standard and time point of profit recovery procedure, calculation principle and operation of repurchase price and income
Procedures, completion deadline, 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 yes
Promote the competitiveness of the company
24 If the relevant indicators of comparable companies in the same industry are used as the comparison basis, is the selected comparison company not applicable
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 is the interval between the date of authorization registration of restricted shares (class I) and the date of first release not applicable
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 date of authorization registration of restricted shares (class II) and the date of first release? No
Less than 1 year
30. Whether the time limit for lifting the restrictions on sales in each issue is not less than 12 months yes
Whether the vesting proportion of each period does not exceed the total amount of restricted shares granted to the incentive object is
50% of
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
35. Whether the proportion of stock options exercisable in each period of stock options does not exceed that of the incentive object is granted yes
50% of total stock options
Compliance requirements for professional opinions of independent directors, board of supervisors and intermediaries
Whether the independent directors and the board of supervisors agree on whether the equity incentive plan is conducive to the sustainable development of the listed company
Express opinions on development and whether there is obvious damage to the interests of the listed company and all shareholders
Whether the listed company employs a law firm to issue a legal opinion in accordance with the administrative measures is
Provide for professional opinions
(1) Whether the listed company meets the conditions for equity incentive stipulated in the administrative measures
(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 has obvious damage to the interests of the listed company and all shareholders or not
Violation of relevant laws and administrative regulations
(8) Whether the directors to be the incentive object or the directors who have an associated relationship with them are based on
The provisions of the administrative measures have been avoided
(9) Other matters to be explained
