Self inspection form of equity incentive plan of listed companies
Company abbreviation: Beijing Spc Environment Protection Tech Co.Ltd(002573) Stock Code: 002573 independent financial consultant: Shanghai Rongzheng Investment Consulting Co., Ltd
Whether there is a comment on the serial number item (yes / no / not applicable)
Compliance requirements of listed companies
1. Whether the financial and accounting report of the latest fiscal year has not been given a negative opinion by the certified public accountant or
Audit report in which the auditor is unable to express an opinion
2. Whether the internal control of the financial report of the latest fiscal year has not been issued by the certified public accountant
Audit report with or without opinion
3. Whether there has been any failure to comply with laws and regulations, the 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
5. Whether the performance appraisal system and methods have been established
6. Whether the incentive object has not been provided with loans or any other forms of financial assistance
Incentive object compliance requirements
7 whether it does not include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company
Persons and their spouses, parents and children
8. Whether independent directors and supervisors are not included
9. Whether the candidate has not been identified as inappropriate by the stock exchange in the last 12 months is
10. Whether the candidate has not been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months
Is it true that the CSRC and its dispatched agencies have not been punished for major violations of laws and regulations in the last 12 months
Constitute administrative punishment or take market entry prohibition measures
12. Whether there is no circumstance stipulated in the company law that a person is not allowed to serve as a director or senior manager of the company
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 total number of underlying shares involved in all equity incentive plans of listed companies within the validity period is
Does it not exceed 10% of the total share capital of the company
16. Whether the cumulative granted shares of a single incentive object through all the equity incentive plans within the validity period are
Not exceeding 1% of the total share capital of the company
17. Whether the proportion of reserved rights and interests of the incentive object does not exceed the number of rights and interests to be granted in the equity incentive plan
20% of
18. If the incentive objects are directors and senior executives, has their names and positions been listed in the draft equity incentive plan
Business and granted quantity
If the incentive objects are directors and senior executives, whether to set up performance appraisal indicators as the incentive objects is the right choice
Conditions of equity
20. Is the validity period of the equity incentive plan less than 10 years from the date of the first grant of rights and interests
Whether the draft equity incentive plan is prepared by the salary and assessment committee is yes
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 is listing one by one
The company shall not implement equity incentive and the incentive object shall not participate in equity incentive; The explanation is
Will the implementation of the equity 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, the types of underlying shares to be granted under the equity incentive plan
The source of equity, the number of equity and its proportion in the total share capital of the listed company; If implemented in stages
The number of rights and interests to be granted each time, the number of underlying shares involved and the proportion of shares in the listed company
Percentage of the total amount of the project; Where reserved rights and interests are set, the number of rights and interests to be reserved and the proportion of equity are
Percentage of total equity of incentive plan; All equity incentive plans within the validity period
Whether the total number of underlying shares involved exceeds 10% of the total share capital of the company and its calculation process
Description of
(4) In addition to the reserved part, if the incentive objects are directors and senior managers of the company, they shall be disclosed
Their names, positions, the number of rights and interests they can be granted, and their proportion in the rights and interests to be granted under the equity incentive plan
Proportion of total amount; The number of rights and interests that can be granted to other incentive objects (individually or by appropriate classification) is
Amount and proportion in the total amount of equity to be granted under the equity incentive plan; Single incentive object through all
Whether the accumulated shares of the company granted by the equity incentive plan during the validity period exceed the total share capital of the company
Description of 1% of the amount
(5) The validity period of the equity incentive plan, the of the stock option, the authorization date or the determination Party of the authorization date
Formula, vesting date, exercise validity period and exercise arrangement, grant date and restricted sale of restricted shares
And arrangements for lifting the lock-in period of sales restrictions, etc
(6) The granting price of restricted shares, the exercise price of stock options and their determination methods.
as
Other than the methods specified in Article 23 and Article 29 of the measures for the administration of equity incentive
Where the grant price and exercise price are determined by other methods, the pricing basis and method shall be determined
Make an explanation, hire an independent financial consultant to check and evaluate the feasibility and feasibility of the equity incentive plan
It is conducive to the sustainable development of listed companies and the rationality of relevant pricing basis and pricing methods
Whether to express clear opinions and disclose the impact on the interests of listed companies and shareholders
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests. To grant or exercise rights and interests in installments
The conditions for the incentive object to be granted or exercise rights and interests each time shall be disclosed; Requirements for establishment conditions
Description of index definition and calculation standard involved; The conditions for granting and exercising rights and interests are as follows:
If it is not achieved, the relevant equity shall not be deferred to the next period; If the incentive objects include directors and senior executives,
The performance evaluation indicators for the exercise of rights and interests of incentive objects shall be disclosed; Disclosure of rights and interests exercised by incentive objects
If the performance appraisal indicators are, the scientificity and rationality of the set indicators shall be fully disclosed; company
If the multi period equity incentive plan is implemented at the same time, if the performance index of the company in the later incentive plan is lower than that in the previous one
The reasons and rationality of the current incentive plan 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 listed company is
The company shall not grant restricted shares and the incentive object shall not exercise its rights and interests
(9) Adjustment methods and procedures for the number of rights and interests and exercise price involved in the equity incentive plan (e.g
Adjustment method when faithfully implementing profit distribution, share allotment and other schemes)
(10) Accounting treatment method of equity incentive, fair value of restricted stock or stock option
It is necessary to determine the method, the value of important parameters of the valuation model and their rationality, and the accrual should be made for the implementation of equity incentive
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, 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 the relevant disputes or dispute settlement mechanism
(14) There are no false records in the information disclosure documents related to the equity incentive plan of the listed company
Misleading statements or commitments of major omissions; There are false records in 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 the inclusion, misleading statements or material omissions
Commitment to return all benefits to the company. Procedures for equity repurchase, cancellation and income recovery of listed companies
Trigger standard and time point, calculation principle, operation procedure and completion period of repurchase price and income
Wait.
Whether the performance appraisal indicators meet the relevant requirements
23 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, and whether they are conducive to promoting yes
Enhance the competitiveness of the company
25 If the relevant indicators of comparable companies in the same industry are used as the comparison basis, is the selected comparison company not
Less than 3
26 is it reasonable to explain the scientificity and rationality of the set indicators
Compliance requirements during restricted sale period and exercise period
27 is the interval between the date of grant of restricted shares and the date of first release of restrictions 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
29. Whether the proportion of lifting the restrictions on sales in each period does not exceed 50% of the total amount of restricted shares granted to the incentive object
30 is the interval between the stock option authorization date and the first exercisable date not less than 12 months? Not applicable
31. 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
32. Whether the exercise time limit of stock options in each period is not less than 12 months is not applicable
33. It does not apply whether the proportion of stock options exercisable in each period of stock options does not exceed the period of stock granted to the incentive object
50% of total rights
Compliance requirements for professional opinions of independent directors, board of supervisors and intermediaries
Whether the independent directors and the board of supervisors have made a decision on whether the equity incentive plan is conducive to the sustainable development of the listed company
Whether there is any 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 and is in accordance with the provisions of the administrative measures
Express professional opinions
(1) Whether listed companies comply with the provisions of the measures for the administration of equity incentive and implement equity incentive
condition
(2) Whether the contents of the equity incentive plan comply with the provisions of the measures for the administration of equity incentive is
(3) Whether the formulation, deliberation, publicity and other procedures of the equity incentive plan comply with the regulations on equity incentive management
Provisions of the administrative measures
(4) Whether the determination of equity incentive objects complies with the measures for the administration of equity incentive and relevant laws is
Regulations
(5) Whether the listed company has fulfilled the obligation of information disclosure in accordance with the relevant requirements of the CSRC is
(6) Whether the listed company does not provide financial assistance for the incentive object is
(7) Whether the equity incentive plan does not obviously damage the interests of the listed company and all shareholders
Anti relevant laws and administrative laws
