Self inspection form of equity incentive plan of listed companies
Company abbreviation: Hongbo Co.Ltd(002229) Stock Code: 002229 independent financial consultant: Shanghai Xingong Technology Group Co., Ltd
Does this exist
Sequence item (yes remark No. / No. / not applicable)
(used)
Compliance requirements of listed companies
1. Whether the financial accounting report of the latest fiscal year has not been registered
Auditors issue audit reports with negative opinions or unable to express opinions
2. Whether the internal control over the financial report of the latest fiscal year has not been registered
Accountants issue audit reports with negative opinions or unable to express opinions
3. Has there been any failure to comply with laws and regulations in the last 36 months after listing
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
6. Whether the incentive object has not been provided with loans or any other forms of wealth
Financial assistance
Compliance requirements of incentive objects
7 whether it does not include those who individually or jointly hold more than 5% of the shares of the listed company yes
Shareholders or actual controllers and their spouses, parents and children
8 whether independent directors and supervisors are not included
9. Whether the person has not been identified as inappropriate by the stock exchange in the last 12 months is
choose
10 whether it has not been recognized by the CSRC and its dispatched offices in the last 12 months
Be identified 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 may impose administrative penalties or take market entry prohibition measures
12. Whether there are no provisions in the company law that forbid you to serve as a director of the company, 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
Does the total number of underlying shares not exceed 10% of the total share capital of the company
16. A single incentive object through the equity incentive plan within the validity period is
Whether the cumulative granted shares do not exceed 1% of the total share capital of the company
17. Whether the reserved equity proportion of the incentive object does not exceed the equity incentive plan yes
20% of the number of rights and interests to be granted
If the incentive objects are directors and senior executives, has the draft equity incentive plan been approved
18 list their names, positions and number of awards
If the incentive objects are directors and senior executives, whether to set up performance appraisal indicators is
Conditions for exercising rights and interests as an incentive object
20 is the validity period of the equity incentive plan not valid from the date of the first equity grant
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 are not allowed to implement equity incentives and incentives
The object is not allowed to participate in equity incentive; Explain that the equity incentive plan is
Will the implementation of the plan cause the equity distribution of listed companies to be inconsistent with the listing requirements
condition
(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 type of underlying shares to be granted under the equity incentive plan, the source of the shares, the number of rights and interests and the 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 the proportion in the total rights and interests of the equity incentive plan; 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 the description of its calculation process. (4) except for the reserved part, if the incentive object is the 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 in 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 method of determining the stock option, authorization date or authorization date, vesting date, exercise validity period and exercise arrangement, and the granting date of restricted shares (6) the granting price of restricted shares, the exercise price of stock options and their determination methods. If the grant price and exercise price are determined by methods other than those specified in articles 23 and 29 of the measures for the administration of equity incentive, the pricing basis and method shall be explained, and an independent financial consultant shall be employed to check and verify the feasibility of the equity incentive plan and whether it is conducive to the sustainable development of the listed company Express clear opinions and disclose the rationality of relevant pricing basis and pricing method, whether it damages the interests of listed companies and the impact on the interests of shareholders
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests.
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 of indicators and calculation standards involved in the establishment conditions; When the 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 period 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 reason 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; When
It should be clear that listed companies shall not grant restricted shares and incentives
Period during which the object cannot exercise rights and interests (9) the number of rights and interests and exercise price involved in the equity incentive plan
The adjustment methods and procedures (such as the implementation of profit distribution, allotment, etc.) are
(10) accounting treatment method of equity incentive, determination method of the fair value of restricted stocks or stock options, value of important parameters of valuation model and its rationality, accrued expenses for the implementation of equity incentive and its impact on the operating performance of listed companies
(11) Change and termination of equity incentive plan
(12) Change of control, merger, division and incentive of the company
How to implement the unit in case of job change, resignation, death and other matters
Right incentive plan
(13) The respective rights and obligations of the company and the incentive object, and the relevant disputes are
Or dispute settlement mechanism
(14) Information disclosure documents related to equity incentive plans of listed companies
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 and in line with the actual situation of the company is
Is it conducive to promoting the competitiveness of the company
25 with the relevant indicators of comparable companies in the same industry as the control basis, the selection is
Are there at least 3 control companies
26. Whether it indicates that the set indicators are scientific and reasonable
Compliance requirements during restricted sale period and exercise period
27. What is the interval between the date of grant of restricted shares and the date of first release
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
29. Whether the proportion of sales restrictions lifted in each period does not exceed the restrictions granted to incentive objects
50% of total shares
30 is the interval between the stock option authorization date and the first exercisable date not applicable
Not less than 12 months
31. Whether the starting date of the exercise period after the stock option is not earlier than the previous exercise is 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? Not applicable
33. Whether the stock option proportion of the exercisable right of stock option in each period does not exceed the incentive is 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
Whether the independent directors and the board of supervisors agree on whether the equity incentive plan is conducive to
Whether there is obvious damage to the sustainable development of listed companies
And the interests of all shareholders
35. Whether the listed company employs a law firm to issue a legal opinion, and
Express professional opinions in accordance with the provisions of the management measures
(1) Whether the listed company complies with the provisions of the measures for the administration of equity incentive is
Conditions for equity incentive
(2) Is the content of the equity incentive plan in line with the equity incentive management
Provisions of the measures
(3) Are the procedures for the formulation, deliberation and publicity of the equity incentive plan correct
Comply with the provisions of the measures for the administration of equity incentives
(4) Whether the determination of the object of equity incentive complies with the management of equity incentive
Measures and relevant laws and regulations
(5) Whether the listed company has fulfilled the relevant requirements of the CSRC
Bank information disclosure obligations
(6) Whether the listed company does not provide financial assistance for the incentive object is
(7) Whether there is no obvious damage to the listed company in the equity incentive plan; and
Interests of all shareholders and violations of relevant laws and administrative regulations
(8) Directors who are intended to be incentive objects or have associated relationship with them
Whether the directors have carried out yes / no in accordance with the provisions of the measures for the administration of equity incentive
avoid
(9) Other matters that should be explained are not applicable
If a listed company employs an independent financial adviser, the independent financial adviser's report is
Whether the professional opinions expressed are complete and meet the requirements of the management measures
Review procedure compliance requirements
37 when the board of Directors voted on the draft equity incentive plan, did the related directors reply yes
Avoidance of voting
38. When the general meeting of shareholders deliberates the draft equity incentive plan, is the affiliated shareholder
Proposed withdrawal from voting
39 is there no significant precedent
The company guarantees that the information filled in is true, accurate, complete and legal, and assumes all legal liabilities arising from the error of the information filled in.
Hongbo Co.Ltd(002229) board of directors
January 24, 2002
