Company abbreviation: Shanxi Meijin Energy Co.Ltd(000723) Stock Code: 000723 independent financial consultant: self inspection form of equity incentive plan of no listed company
Does it exist
Sequence item this item (yes remark No. / No. / not applicable)
(used)
Compliance requirements of listed companies
Whether the financial accounting report of the latest fiscal year has not been registered for accounting
1 yes
Auditors issue audit reports with negative opinions or unable to express opinions
Whether the internal control over financial reporting of the latest fiscal year has not been registered
2. The audit report with negative opinion or unable to express opinion issued by the accountant is
Has there been any failure to comply with laws and regulations within the last 36 months after listing
3 yes
Articles of association and public commitment to profit distribution
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
Whether the incentive object is not provided with loans or any other forms of financial support
6 yes
Financial assistance
Incentive object compliance requirements
Does it not include those who individually or jointly hold more than 5% of the shares of the listed company
7 yes
Shareholders or actual controllers and their spouses, parents and children
8 whether independent directors and supervisors are not included
Whether it has not been identified as an inappropriate person by the stock exchange in the last 12 months
9 yes
choose
Has it not been recognized by the CSRC and its dispatched offices in the last 12 months
10 yes
As inappropriate
11. Whether it has not been certified by China for major violations of laws and regulations in the last 12 months
The CSRC and its dispatched offices shall impose administrative penalties or take market entry prohibition measures
Whether there are no provisions in the company law that prohibit him from serving as a director of the company
12 yes
Senior management
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 equity incentive plan of all listed companies within the validity period involves
Whether the total number of underlying shares does not exceed 10% of the total share capital of the company
16. A single incentive object through all equity incentive plans within the validity period is
Whether the cumulative granted shares do not exceed 1% of the total share capital of the company
Whether the proportion of reserved rights and interests of the incentive object does not exceed the equity incentive plan
17 not applicable
20% of the number of rights and interests to be granted
If the incentive objects are directors and senior executives, is the draft equity incentive plan
18 yes
His name, position and number of awards have been listed
If the incentive objects are directors and senior executives, whether performance appraisal indicators are established
19. The conditions for exercising rights and interests as an incentive object are
Whether the validity period of the equity incentive plan has not expired since the date of the first grant of equity
20 yes
More than 10 years
Whether the draft equity incentive plan is prepared by the salary and assessment committee
set
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 are listed companies that may not implement equity incentive and incentive
The object is not allowed to participate in equity incentive; Explain that the equity incentive plan is
Will the implementation of the rule cause the equity distribution of listed companies not to comply with the listing conditions
piece
(2) The purpose of the equity incentive plan, the basis for determining the incentive object and
Range
(3) The number of rights and interests to be granted, the types of underlying shares to be granted under the equity incentive plan, their sources, the number of rights and interests and their proportion in the total share capital of the listed company; If implemented by stages, the number of rights and interests to be granted each time, the number of underlying shares involved and the percentage in the total share capital of the listed company; Where reserved rights and interests are set, the number of rights and interests to be reserved and their proportion in the total rights and interests of the equity incentive plan; Description of whether the total number of subject shares involved in all equity incentive plans within the validity period exceeds 10% of the total share capital of the company and its calculation process (4) except for 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 their proportion in the total amount of rights and interests to be granted by the equity incentive plan shall be disclosed; The number of rights and interests that can be granted to other incentive objects (individually or according to appropriate classification) and their proportion in the total amount of rights and interests to be granted under the equity incentive plan; Description of whether the cumulative shares of the company granted to a single incentive object through all the equity incentive plans within the validity period exceed 1% of the total share capital of the company (5) the validity period of the equity incentive plan, the, authorization date or determination method of authorization date, vesting date, exercise validity period and exercise arrangement, and the granting date of restricted shares The restricted sale period and the lifting of the restricted sale period are the lock-in period arrangement, etc. (6) the grant price of restricted shares, the exercise price of stock options and their determination methods.
If the grant price and exercise price are determined by other methods other than those specified in articles 23 and 29 of the measures for the administration of equity incentives, the pricing basis and price shall be determined
yes
To explain the way, hire an independent financial consultant to check and express clear opinions on the feasibility of the equity incentive plan, whether it is conducive to the sustainable development of the listed company, the rationality of relevant pricing basis and pricing methods, whether it damages the interests of the listed company and the impact on the interests of shareholders
(7) conditions for granting and exercising rights and interests to incentive objects. If it plans to grant or exercise the rights and interests in several times, it shall disclose the conditions for the incentive object to be granted or exercise the rights and interests each time; Description of the definition and calculation standards of indicators involved in the establishment conditions; When the agreed 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 executives, the performance evaluation indicators of the incentive objects exercising their rights and interests shall be disclosed; If the performance appraisal indicators for the exercise of rights and interests of the incentive object are disclosed, the scientificity and rationality of the set indicators shall be fully disclosed; If the company implements multi-stage equity incentive plan at the same time, if the performance index of the later incentive plan is lower than that of the previous incentive plan, the reasons and rationality shall be fully explained. (8) the procedures for the company to grant rights and interests and the incentive object to exercise rights and interests; Among them, it should be clear that the listed company shall not grant restricted shares and the incentive object shall not exercise rights and interests. (9) the adjustment methods and procedures of the number of rights and interests and exercise price involved in the equity incentive plan (such as the adjustment methods when implementing profit distribution, share allotment and other schemes) (10) the accounting treatment methods of equity incentive, The method for determining the fair value of restricted stocks or stock options, and the value of important parameters of the valuation model
yes
And its rationality, the implementation of equity incentive should accrue expenses and its impact on the operating performance of listed companies
(11) Change and termination of equity incentive plan
(12) How to implement the stock incentive plan in case of change of control, merger, division of the company, job change, resignation and death of the incentive object (13) respective rights and obligations of the company and the incentive object, and relevant disputes
yes
Or dispute settlement mechanism (14) the information disclosure documents related to equity incentive plans of listed companies are
There are no false records, misleading statements or major omissions in the contract
Promise; The relevant disclosure documents of incentive objects are false and misleading
Statements or material 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 any case. Equity return of listed companies
Trigger standard, time point and repurchase price of purchase cancellation and income recovery procedures
Calculation principle, operation procedure and completion period of grid and income.
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
24 yes
Is it conducive to promoting the competitiveness of the company
Based on the relevant indicators of comparable companies in the same industry, select
Is there no less than 3 control companies of 25 not applicable
26 is it reasonable to explain the scientificity and rationality of the set indicators
Compliance requirements during restricted sale period and exercise period
The interval between the grant date of restricted shares and the first release date is
27 yes
No, not less than 12 months
28. Whether the time limit for lifting the restrictions on sales in each issue is not less than 12 months yes
Whether the proportion of sales restrictions lifted in each period does not exceed the restrictions granted to incentive objects
29 yes
50% of total shares
Is the interval between the stock option authorization date and the first exercisable date
30 not applicable
Not less than 12 months
Is the starting date of the exercise period after the stock option not earlier than the previous exercise date
31 not applicable
Expiry date of the term
32. Whether the exercise time limit of stock options in each period is not less than 12 months is not applicable
Whether the proportion of stock options exercisable in each period of stock options does not exceed
33 not applicable
50% of the total stock options granted to the incentive object
Compliance requirements for professional opinions of independent directors, board of supervisors and intermediaries
34 independent directors
