Self inspection form of equity incentive plan of listed companies
Company abbreviation: Jiangxi Wannianqing Cement Co.Ltd(000789) Stock Code: 000789 independent financial consultant: Shanghai Rongzheng Investment Consulting Co., Ltd
Does the sequence exist
Item No. (yes / no / remarks 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
Audit report with no opinion
2. Whether the internal control report of the financial report of the latest fiscal year has not been issued 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 public commitments in the last 36 months after listing
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 or actual controllers who individually or jointly hold more than 5% of the shares of the listed company
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
Whether the candidate has not been identified as inappropriate by the CSRC and its dispatched offices in the last 12 months
Is it true that the CSRC and its dispatched offices have not been punished for major violations of laws and regulations in the last 12 months
Administrative punishment or market entry prohibition measures
12. Whether there is no circumstance stipulated in the company law that the company 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
Compliance requirements of equity incentive plan
What is the cumulative total number of underlying shares involved in all equity incentive plans of listed companies within the validity period
No, no more than 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
More than 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 is not applicable
20％
18. If the incentive objects are directors and senior executives, whether the draft equity incentive plan has listed their names, positions and rights
Number of awards
If the incentive object is a director or senior manager, whether to set up performance appraisal indicators as the incentive object to exercise the right is
Beneficial conditions
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
(1) According to the relevant provisions of the administrative measures, explain whether there are listed companies that may not be truthful one by one
Equity incentive and the situation that the incentive object is not allowed to participate in equity incentive; Explain that the equity incentive plan is
Whether the implementation of the will 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, and
Source, number of equity and percentage in the total share capital of the listed company; If implemented in stages, each
What is the number of rights and interests to be granted this time, the number of underlying shares involved and their ratio to the total share capital of the listed company
Percentage of cases; Where reserved rights and interests are set, the number of rights and interests to be reserved and their proportion in the equity incentive plan
Percentage of total amount; All subject stocks involved in the equity incentive plan within the validity period
Whether the total amount exceeds 10% of the total share capital of the company and the description of its calculation process
(4) In addition to the reserved part, if the incentive objects are directors and senior managers of the company, they shall be disclosed
Name, position, number of rights and interests that can be granted respectively, and proportion in the total amount of rights and interests to be granted under the equity incentive plan
Proportion of; What is the number and proportion of rights and interests that can be granted to other incentive objects (individually or according to appropriate classification)
The proportion of the total rights and interests to be granted under the equity incentive plan; A single incentive object is valid through all
Whether the accumulated shares of the company granted under the equity incentive plan exceed 1% of the total share capital of the company
bright
(5) The validity period of the equity incentive plan, the authorization date of the stock option or the determination method of the authorization date
The vesting date, exercise validity period and exercise arrangement, the grant date and restricted sale period of restricted shares are
In addition to restricted locks, regular arrangements, etc
(6) The granting price of restricted shares, the exercise price of stock options and their determination methods. Rucai
Other methods other than those specified in Article 23 and Article 29 of the administrative measures shall be used to confirm
In determining the grant price and exercise price, the pricing basis and method shall be explained
The independent financial consultant shall check and assess the feasibility of the equity incentive plan and whether it is conducive to the development of the listed company
Sustainable development, rationality of relevant pricing basis and pricing method, and 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.
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; On the issues involved in the establishment conditions
Description of index definition, calculation standard, etc; When the conditions for granting rights and interests and exercising rights and interests are not fulfilled,
Relevant interests shall not be deferred to the next period; If the incentive objects include directors and senior executives, the incentive shall be disclosed
Performance evaluation indicators for the exercise of rights and interests of the object; Disclose the performance evaluation indicators for the exercise of rights and interests of incentive objects
The scientificity and rationality of the set indicators shall be fully disclosed; The company implements multi period equity at the same time
If the performance index of the company in the later incentive plan is lower than that in the earlier incentive plan, it shall be charged
Explain the reason and rationality
(8) In the process of granting rights and interests and exercising rights and interests of incentive objects, it should be clear that the listed company is not
The period during which restricted shares may be granted and the incentive object may not exercise its rights and interests
(9) Adjustment methods and procedures of equity quantity and exercise price involved in equity incentive plan (for example:
Adjustment method when faithfully implementing profit distribution, share allotment and other schemes)
(10) Accounting treatment method of equity incentive, determination of fair value of restricted shares or stock options
Methods, the value of important parameters of the valuation model and its rationality, and the accrued expenses for the implementation of equity incentive are reasonable
And its impact on the operating performance of listed companies
(11) Change and termination of equity incentive plan
(12) The company changes its control, merges, splits, and the incentive objects change their positions or leave
How to implement the equity incentive plan in case of duty, death and other matters
(13) The respective rights and obligations of the company and the incentive object, and the relevant disputes or dispute settlement mechanism are
(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 the relevant disclosure documents of incentive objects
Misleading statements or material omissions lead to non-compliance with the rights granted or exercised
Commitment to return benefits to the company. Trigger criteria for equity repurchase, cancellation and income recovery procedures of listed companies
Timing, calculation principle of repurchase price and income, operating 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 conducive to promotion is
Promotion of the company's competitiveness
25. If the relevant indicators of comparable companies in the same industry are used as the comparison basis, are there many comparison companies selected
In 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 months is not applicable
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 50% of the total amount of restricted shares granted to the incentive object is not applicable
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 stock options granted to the incentive object
50% of the total
Compliance requirements for professional opinions of independent directors, board of supervisors and intermediaries
34. Whether the independent directors and the board of supervisors have made comments on whether the equity incentive plan is conducive to the sustainable development of the listed company
Whether there is any opinion that obviously damages the interests of the listed company and all shareholders
Whether the listed company employs a law firm to issue a legal opinion, and whether it is in accordance with the provisions of the administrative measures
Express professional opinions
(1) Whether the listed company meets the conditions for equity incentive stipulated in the administrative measures
(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 administrative measures is
regulations
(4) Whether the determination of equity incentive objects complies with the provisions of the administrative measures and relevant laws and regulations is
(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 there is no obvious damage to the interests of the listed company and all shareholders and violation of the equity incentive plan
Relevant laws and administrative regulations
(8) Whether the directors who intend to be the incentive object or have an associated relationship with them are in accordance with the management
The provisions of the measures have been avoided
(9) Other matters that should be explained are
If a listed company employs an independent financial adviser, the professional opinions expressed in the independent financial adviser's report are
Whether it is complete and meets the requirements of the management measures
Review procedure compliance requirements
37 when the board of directors votes on the draft equity incentive plan, whether the affiliated directors withdraw from voting is not applicable
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
