Yunnan Energy New Material Co.Ltd(002812)
Self inspection form of equity incentive plan
Company abbreviation: Yunnan Energy New Material Co.Ltd(002812) Stock Code: 002812
Bond abbreviation: Enjie convertible bond bond Code: 128095 independent financial consultant: Shanghai Rongzheng Investment Consulting Co., Ltd
Does this exist
Item No. (yes / remark no / not applicable)
Compliance requirements of listed companies
1. Whether the financial accounting report of the latest fiscal year has not been given a negative opinion by the certified public accountant
Or an audit report that cannot express an opinion
2. Whether the internal control of the financial report of the latest fiscal year has not been denied by the certified public accountant yes
Audit report with opinions or unable to express opinions
3. Whether there has been any failure to comply with laws and regulations, the articles of association and the public disclosure within the last 36 months after listing
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 shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company
The maker and his 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 the person has not been identified as inappropriate by the CSRC and its dispatched offices in the last 12 months is
choose
11 is it true that the CSRC and its dispatched personnel have not been punished for major violations of laws and regulations in the last 12 months
Administrative punishment or market entry prohibition measures taken by institutions
12. Whether there is no circumstance that a person is not allowed to serve as a director or senior manager of the company as stipulated in the company law
shape
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 the equity incentive plan of all listed companies within the validity period is
Whether it does not exceed 10% of the total share capital of the company
16. The cumulative shares granted to a single incentive object through all equity incentive plans within the validity period are
No, no more than 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 number of rights and interests to be granted in this equity incentive plan
20% of quantity
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
19. If the incentive objects are directors and senior executives, whether to set up performance appraisal indicators as the incentive objects is OK
Conditions for equity
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 measures for the administration of equity incentive, explain whether there is a problem one by one
The municipal company shall not implement equity incentive and the incentive object shall not participate in equity incentive; yes
Explain whether the implementation of the equity incentive plan will lead to the non-compliance of the equity distribution of listed companies
City 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
Source, number of equity and percentage 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 listed companies
Percentage of total share capital; If reserved rights and interests are set, the number and proportion of rights and interests to be reserved are
Percentage of total equity of equity incentive plan; All equity incentives within the validity period
Whether the total number of subject shares involved in the plan exceeds 10% of the total share capital of the company and
Description of calculation process
(4) In addition to the reserved part, if the incentive objects are directors and senior managers of the company, they 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
Proportion of total equity; What can be awarded to other incentive objects (individually or according to appropriate classification)
The number of rights and interests and their proportion in the total amount of rights and interests to be granted under the equity incentive plan; Single incentive object
Whether the accumulated shares of the company granted through all equity incentive plans within the validity period exceed
Description of 1% of the total share capital of the company
(5) The validity period of the equity incentive plan, the of stock options, the date of authorization or the determination of the date of authorization
The method, vesting date, exercise validity period and exercise arrangement, and the date of grant of restricted shares
Arrangements for the sales restriction period and the release of the lock-in period, etc
(6) The granting price of restricted shares, the exercise price of stock options and their determination methods.
If the methods specified in Article 23 and Article 29 of the measures for the administration of equity incentive are adopted
Where the grant price or exercise price is determined by other methods, the pricing basis and method shall be determined
It is feasible to explain the pricing method, hire an independent financial consultant to check and evaluate the feasibility of the equity incentive plan
Whether it is conducive to the sustainable development of listed companies, relevant pricing basis and pricing methods
Rationality, whether it damages the interests of listed companies and the impact on the interests of shareholders
See and disclose
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests. It is proposed to grant or exercise the power in installments
In case of interests, the conditions for the incentive object to be granted or exercise the rights and interests each time shall be disclosed; Article on Establishment
Description of index definition, calculation standard, etc. involved in the document; Agree to grant rights and interests and exercise rights
When the profit conditions 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 shall disclose the performance evaluation indicators of the incentive objects in exercising their rights and interests; Disclosure incentives for
If it is like the performance appraisal index for exercising rights and interests, it shall fully disclose the scientificity and accuracy of the set index
rationality; If the company implements multi-stage equity incentive plan at the same time, the later incentive plan is the company industry
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 listing is
The period during which the company may not grant restricted shares and the incentive objects may 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
(e.g. adjustment method when implementing profit distribution, share allotment and other schemes)
(10) Accounting treatment method of equity incentive, measurement of 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 should be
Accrued expenses and its 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 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
Promises containing, misleading statements or major 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 profit. Equity repurchases, cancellations and gains of listed companies
Trigger standard and time point of recovery procedure, calculation principle and operation procedure of repurchase price and income
Sequence, completion deadline, 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 conducive to
Promote the improvement of the company’s competitiveness 25. 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
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 yes
month
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 sales restrictions lifted in each period does not exceed the total amount of restricted shares granted to the incentive object
50%
Whether the interval between the stock option authorization date and the first exercisable date is not less than 12 months
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 proportion of stock options exercisable in each period of stock options does not exceed the shares granted to the incentive object is
50% of total 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 listed companies
Express opinions on development and whether there is 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 in accordance with the administrative measures is
Provide for professional opinions
(1) Whether listed companies comply with the provisions of the measures for the administration of equity incentive and implement equity incentive is
Conditions
(2) Whether the content of the equity incentive plan complies 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 equity incentive plan
Management measures
(4) Whether the determination of equity incentive objects complies with the measures for the administration of equity incentive and relevant laws is
Provisions of laws and 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
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 based on
The provisions of the measures for the administration of equity incentive have been avoided
(9) Other matters that should be explained are
If a listed company employs an independent financial adviser, the professional meaning of the independent financial adviser’s report is
See whether it is complete and meets the requirements of management measures
Review procedure compliance requirements
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 is there no significant precedent
