Changying Xinzhi Technology Co.Ltd(002664)
Self inspection form of stock option incentive plan in 2022
Company abbreviation: Changying Xinzhi Technology Co.Ltd(002664) Stock Code: 002664 independent financial consultant: Shanghai Rongzheng Investment Consulting Co., Ltd
Note: whether there is a serial number of this 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 issued by the certified public accountant? Yes
Opinions or audit reports that cannot express opinions
2. Whether the internal control of the financial report of the latest fiscal year has not been issued by the certified public accountant yes
Audit report with negative opinion or unable to express opinion
3. Whether there has been any failure to comply with laws and regulations, the articles of association, or the
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
6. Whether the incentive object has not been provided with loans or any other forms of financial assistance
Compliance requirements of incentive objects
7. Whether it does not include the shareholders who individually or jointly hold more than 5% of the shares of the listed company or the actual shareholders
The controller and his / her spouse, 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
Whether it has not been recognized as inappropriate by the CSRC and its dispatched offices in the last 12 months
candidates
11. Whether it has not been sent by the CSRC or its representative for major violations of laws and regulations in the last 12 months
Administrative penalty for leaving the institution or market entry prohibition measures
12. Whether there is no provision in the company law that a person is not allowed to serve as a director or senior manager of the company
situation
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
Compliance requirements of equity incentive plan
The underlying stocks involved in the equity incentive plan of all listed companies within the validity period are always
Whether the accumulated amount does not exceed 10% of the total share capital of the company
16. The cumulative number of shares granted to a single incentive object through all equity incentive plans within the validity period is
Whether the votes do not exceed 1% of the total share capital of the company
17. Whether the proportion of reserved rights and interests of incentive objects does not exceed the rights to be granted in this equity incentive plan is not applicable
20% of benefits
18. If the incentive objects are directors and senior executives, whether their names and names have been listed in the draft equity incentive plan
Position and number of awards
If the incentive object is directors or senior executives, whether to set up performance appraisal indicators as the incentive object is
Conditions for exercising rights and interests
20. Is the validity period of the equity incentive plan less than 10 years from the date of the first equity grant
Whether the draft equity incentive plan is prepared by the salary and assessment committee is
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 administrative measures, explain whether there is a listed company one by one
The company shall not implement equity incentive and the incentive object shall not participate in equity incentive; Say yes
Whether the implementation of the equity incentive plan will lead to the non-compliance of the equity distribution of listed companies
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, and the underlying shares to be granted under the equity incentive plan
Type, source, number of rights and interests and their proportion in the total share capital of the listed company; if
For the implementation by stages, the number of rights and interests to be granted each time, the number of underlying shares involved and their proportion
The proportion and percentage of the total share capital of the listed company; Where reserved rights and interests are set, the rights to be reserved are
The number of benefits and their percentage in the total equity of the equity incentive plan; All valid
Whether the total number of underlying shares involved in the equity incentive plan in the company exceeds the company’s shares in total
10% of the total amount and description of its calculation process
(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 their share in the equity incentive plan shall be disclosed
Proportion of 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; single
Company shares granted to incentive objects through all equity incentive plans within the validity period
Description of whether the cumulative number of votes exceeds 1% of the total share capital of the company
(5) The validity period of the equity incentive plan and the authorization date or authorization date of the stock option
The granting method, vesting date, exercise validity period and exercise arrangement of restricted shares are
Arrangements for the day, the restricted period and the release of the restricted lock period, etc
(6) The granting price of restricted shares, the exercise price of stock options and the determining party
Law. If the methods specified in articles 23 and 29 of the management measures are adopted, the
Where the grant price and exercise price are determined by other methods, the pricing basis and method shall be determined
Explain the pricing method, hire an independent financial consultant to check and evaluate the equity incentive plan
Feasibility, whether it is conducive to the sustainable development of listed companies, relevant pricing basis and pricing party
The rationality of the law, whether it damages the interests of listed companies and its impact on the interests of shareholders
Clear opinions and disclosure
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests.
To be granted in installments or
If the rights and interests are exercised, the conditions for the incentive object to be granted or exercise the rights and interests each time shall be disclosed; yes
Description of index definition and calculation standard involved in establishment conditions; Agreed grant of rights and interests
When the conditions for exercising rights and interests are not fulfilled, the relevant rights and interests shall not be deferred to the next period; Such as incentive object
Including directors and senior executives, the performance evaluation indicators for the exercise of rights and interests of incentive objects shall be disclosed; yes
If the performance appraisal indicators for the exercise of rights and interests of the incentive object are disclosed, the set indicators shall be fully disclosed
The scientificity and rationality of the subject matter; If the company implements multi period equity incentive plan at the same time, the later stage
If the performance indicators of the incentive plan company are lower than the previous incentive plan, the reasons shall be fully explained
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
What is the period during which a listed company may not grant restricted shares and incentive objects may not exercise their rights and interests
between
(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 and other schemes)
(10) Accounting treatment method of equity incentive, fair value of restricted stock or stock option
The determination method, the value of important parameters of the valuation model and its rationality, and the implementation of equity incentive is
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 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) The information disclosure documents related to the equity incentive plan of listed companies are not false
Commitments of recording, 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 exercising rights and interests. Equity repurchase of listed companies note
Trigger standard and time point of sales and income recovery procedure, calculation of repurchase price and income
, operation procedures, completion period, etc. 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, and whether they are beneficial
To promote the competitiveness of the company
25 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
26. Whether it indicates that the set indicators are scientific and reasonable
Compliance requirements during restricted sale period and exercise period
27. Whether the interval between the date of grant of restricted shares and the date of release of restrictions for the first time is not less than 12? Not applicable
Months
28. Whether the time limit for lifting the restrictions on sales in each issue is not less than 12 months, not applicable
29. Whether the proportion of lifting the restrictions in each period does not exceed the total amount of restricted shares granted to the incentive object is not applicable
50% of
Whether the interval between the stock option authorization date and the first exercisable date is not less than 12 yes
month
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
32. Whether the exercise time limit of stock options in each period is not less than 12 months yes
33. Whether the stock option proportion of the exercisable right of stock option in each period 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
34. Whether the independent directors and the board of supervisors are on whether the equity incentive plan is conducive to the holding of listed companies
Continue to develop, whether there is any obvious damage to the interests of the listed company and all shareholders
35. Whether the listed company employs a law firm to issue legal opinions, which is in accordance with the administrative measures
Express professional opinions in accordance with the provisions of
(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) Whether the listed company does not provide financial assistance for the incentive object is
(7) Whether there is no obvious damage to the interests of listed companies and all shareholders in the equity incentive plan
Profit and violation of relevant laws and administrative regulations
(8) Whether the directors who intend to be the incentive object or have an associated relationship with them are
The withdrawal was carried out according to 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, and review the compliance requirements of the procedures
37 when the board of directors votes on the draft equity incentive plan, whether the related directors avoid voting is yes
38. When the general meeting of shareholders deliberates the draft equity incentive plan, whether the affiliated shareholders intend to avoid voting is yes
39 whether there is no major unprecedented event is
The company guarantees that the information filled in is true, accurate, complete and legal, and undertakes all legal liabilities arising from the error of the information filled in
