Self inspection form of equity incentive plan of listed companies
Company abbreviation: Bece Legend Group Co.Ltd(000803) Stock Code: 000803
Does this exist
Serial number (yes / no / remarks not applicable)
Compliance requirements of listed companies
1. Whether the financial accounting report of the latest fiscal year has not been issued by the certified public accountant yes
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 approved by the certified public accountant
Issue audit reports with negative opinions or unable to express opinions
3. Whether there has been any failure to comply with laws, regulations and company seal in the last 36 months after listing
I. publicly promise to distribute 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
Compliance requirements of incentive objects
7 does it not include shareholders or shareholders who individually or jointly hold more than 5% of the shares of the listed company
The actual controller and his spouse, parents and children are
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 it has not been recognized as ineligible by the CSRC and its dispatched offices within the last 12 months
The right person is
11. Whether it has not been punished by the CSRC and the company for major violations of laws and regulations in the last 12 months
It is illegal for its dispatched offices to impose administrative penalties or take measures to prohibit market entry
12. Whether there are no provisions in the company law that forbid them to serve as directors and senior managers of the company
The personnel situation is
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 underlying shares involved in the equity incentive plan of all listed companies within the validity period are
Does the total number of votes not exceed 10% of the total share capital of the company
16. A single incentive object has accumulated yes through all equity incentive plans within the validity period
Whether the granted shares 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 planned grant of this equity incentive plan yes
20% of the amount of equity granted
18. If the incentive objects are directors and senior executives, has the draft equity incentive plan listed whether they are
Name, position and number of awards 19. If the incentive objects are directors and senior executives, whether performance appraisal indicators are set as incentives
The conditions for the object to exercise its rights and interests are
20. Whether the validity period of the equity incentive plan does not exceed 10 years from the date of the first equity grant
Year is
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, it is explained one by one that
No listed companies are not allowed to implement equity incentive and incentive objects are not allowed to participate yes
The situation of equity incentive; Explain whether the implementation of the equity incentive plan will lead to
The equity distribution of the municipal company does not 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, and the subject matter to be granted under the equity incentive plan
Types of shares, sources of shares, number of rights and interests and their proportion in the total share capital of the listed company
percentage; If it is implemented in stages, the number of rights and interests to be granted each time, and the amount involved
The number of underlying shares and their percentage in the total share capital of the listed company; Set pre yes
If the equity is reserved, the number of equity to be reserved and its proportion in the total equity of the equity incentive plan
Percentage; All the objects involved in the equity incentive plan within the validity period
Whether the total number of shares exceeds 10% of the total share capital of the company and its calculation process
Description of
(4) In addition to the reserved part, the incentive objects are directors and senior managers of the company
The company shall disclose its name, position, the number of rights and interests that can be granted and its share of equity
The proportion of the total equity to be granted under the incentive plan; Other incentive objects (individually or individually)
By appropriate classification), the number of rights and interests that can be granted and the proportion of the rights to be granted under the equity incentive plan are
Proportion of total benefits; A single incentive object is stimulated by all the equity within the validity period
Whether the accumulated shares of the company granted under the incentive plan exceed 1% of the total share capital of the company
bright
(5) The validity period of the equity incentive plan, the date, authorization date or authorization date of the stock option
The determination method, vesting date, exercise validity period and exercise arrangement of the exercise date are restrictive
The date of grant of shares, the restricted period and the arrangements for the release of the restricted lock-in period, etc
(6) The grant price of restricted shares, the exercise price of stock options and their confirmation
Determine the method.
If articles 23 and 20 of the measures for the administration of equity incentives are adopted
The grant price and exercise price shall be determined by other methods than those specified in Article 9
If yes, it shall explain the pricing basis and pricing method, and hire an independent financial consultant
Q: check and verify the feasibility of the equity incentive plan and whether it is conducive to the development of listed companies
Sustainable development, the rationality of relevant pricing basis and pricing method, and whether it is damaged
Express clear opinions and disclose the interests of the company and its impact on the interests of shareholders
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests. To be granted in installments or
Where an incentive object exercises its rights and interests, it shall disclose each time the incentive object is granted or exercises its rights and interests
Conditions; Description of the definition of indicators and calculation standards 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 object includes directors and senior executives, the Bank of the incentive object shall be disclosed
Make the performance evaluation indicators of equity; Disclose the performance appraisal of incentive objects in exercising their rights and interests
If the indicators are, the scientificity and rationality of the set indicators shall be fully disclosed; Same company
If the multi period equity incentive plan is implemented at the time, the performance indicators of the company in the later incentive plan are as follows:
If it 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, should
Make it clear that listed companies shall not grant restricted shares and incentive objects shall not exercise yes
Period of equity
(9) The adjustment Party of the number of rights and interests and exercise price involved in the equity incentive plan is
Methods and procedures (e.g. adjustment methods when implementing plans such as profit distribution and share allotment)
(10) Accounting treatment method of equity incentive, fair value of restricted stock or stock option
The determination method of value, the value of important parameters of the valuation model and their rationality, and the implementation is
The accrued expenses of equity incentive and its impact on the operating performance of listed companies
(11) Change and termination of equity incentive plan
(12) In case of change of control, merger, division of the company and the position of the incentive object
How to implement the equity incentive plan in case of business change, 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 resolution
Decision mechanism
(14) The information disclosure documents related to the equity incentive plan of the listed company do not exist
Promises of false records, misleading statements or major omissions; About the incentive object
There are false records, misleading statements or major omissions in the disclosure documents, resulting in inconsistency
Commitment to return all benefits to the company in the case of granting or exercising rights and interests. upper
Trigger standard, time point and return of equity repurchase cancellation and income recovery procedures of municipal companies
Calculation principle, operation procedure and completion period of purchase price 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, and whether they are
It is conducive to promoting 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
Are there at least 3 companies
26. Whether it indicates that the set indicators are scientific and reasonable
Compliance requirements during restricted sale period and exercise period
27 is the interval between the grant date of restricted shares and the date of the first lifting of restrictions many
At 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 restricted shares granted to the incentive object
50% of the total
30. Whether the interval between the stock option authorization date and the first exercisable date is not less than
12 months not applicable
31. Is the starting date of the exercise period after the stock option not earlier than the end of the previous exercise period
Full day not applicable
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 object
50% of the total amount of stock options granted is not applicable
Compliance requirements for professional opinions of independent directors, board of supervisors and intermediaries
Whether the independent directors and the board of supervisors discuss whether the equity incentive plan is beneficial to the listed company
34. Is there any issue that obviously damages the interests of the listed company and all shareholders
Table opinion
35. Whether the listed company has hired a law firm to issue a legal opinion in accordance with the management requirements
Express professional opinions in accordance with the provisions of the measures
(1) Whether the listed company complies with the provisions of the measures for the administration of equity incentive is
Conditions of equity incentive
(2) Whether the contents of the equity incentive plan comply with the measures for the administration of equity incentive is
Provisions of
(3) Whether the formulation, deliberation, publicity and other procedures of the equity incentive plan comply with the requirements of the "yes to shares"
Provisions of the measures for the administration of incentive rights
(4) Whether the determination of equity incentive objects complies with the measures for the administration of equity incentive is
And relevant laws and regulations
(5) Whether the listed company has fulfilled the information in accordance with the relevant requirements of the CSRC is
Disclosure obligation
(6) Whether the listed company does not provide financial assistance for the incentive object is
(7) Is there no obvious damage to the listed company and all shares in the equity incentive plan
East Asian interests and violations of relevant laws and administrative regulations
(8) The directors who intend to be the incentive object or have an associated relationship with them are
No, it has been avoided in accordance with the provisions of the measures for the administration of equity incentive
