Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Self inspection form of restricted stock incentive plan in 2022
Company abbreviation: Shenzhen Hui Chuang Da Technology Co.Ltd(300909) Stock Code: 300909 independent financial consultant: Shanghai Rongzheng Investment Consulting Co., Ltd
Whether there is a remark number for the sequence item (yes / no / not applicable)
Compliance requirements of listed companies
1. Whether the financial accounting report of the latest fiscal year has been issued by the certified public accountant? No
Opinions or audit reports that cannot express opinions
2. Whether the internal control of the financial report of the latest fiscal year was denied by the certified public accountant
Opinions or audit reports that cannot express opinions
3. Failure to comply with laws and regulations, the articles of association and whether it has been made public 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? No
5. Whether the performance appraisal system and methods have been established
6. Whether to provide loans and any other forms of financial assistance to the incentive object? No
Compliance requirements of incentive objects
Whether it includes shareholders who individually or jointly hold more than 5% of the shares of the listed company or
7 actual controller and his / her spouse, parents, children and foreign employees, if yes, no
Explain the necessity and rationality of the above-mentioned personnel as incentive objects
8. Whether independent directors and supervisors are included no
9. Whether they have been identified as inappropriate candidates by the stock exchange in the last 12 months? No
10. It has been identified as an inappropriate candidate by the CSRC and its dispatched offices in the last 12 months. No
11. Whether they have been punished by the CSRC and its dispatched agencies for major violations of laws and regulations in the last 12 months
Constitute administrative punishment or take market entry prohibition measures
12. Whether the company has the qualifications stipulated in the company law and is not allowed to serve as a director, supervisor or senior manager of the company
Management personnel
13 is there any other situation that is not suitable to be the incentive object? No
14. Whether the incentive list has been verified by the board of supervisors yes
Incentive plan compliance requirements
15. Are all the underlying stocks involved in the equity incentive plan of the listed company within the validity period
Does the total amount exceed 20% of the total share capital of the company
16. Whether the cumulative granted shares of a single incentive object exceed 1% of the total share capital of the company no
17. Whether the proportion of reserved rights and interests of the incentive object does not exceed that to be granted under the equity incentive plan yes
20% of equity
The incentive objects are directors and senior managers who hold more than 5% shares individually or in total
18. The equity of the east or actual controller and its spouse, parents, children and foreign employees is
Has the draft incentive plan listed its name, position and number of awards
19. Is the validity period of the equity incentive plan less than 10 years from the date of authorization
Whether the draft equity incentive plan is prepared by the salary and assessment committee is
Integrity requirements for disclosure of equity incentive plan
21. Whether the matters specified in the equity incentive plan are complete
(1) According to the provisions of the administrative measures, explain whether there is a listed company one by one
No equity incentive shall be implemented and the incentive object shall not participate in equity incentive; Say yes
Will the implementation of the equity incentive plan 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 under the equity incentive plan and its proportion in the total share capital of the listed company
Percentage of; If implemented by stages, the number of rights and interests to be granted each time and its proportion in the listed company
Percentage of the total share capital of the company; If reserved rights and interests are set, the number of rights and interests to be reserved and
Percentage of total equity of equity incentive plan; All equity incentives within the validity period
Does the total number of underlying shares involved in the incentive plan exceed the total share capital of the company
10% and its calculation method
(4) In addition to the reserved part, the incentive objects are the directors and senior managers of the company
When disclosing their names, positions, the number of rights and interests they can be granted and the proportion of equity incentives
Percentage of total equity to be granted; Other incentive objects (individually or as appropriate)
(classification) 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
percentage; And a single incentive object is calculated through all equity incentives within the validity period
Description of whether the accumulated shares of the company granted exceed 1% of the total share capital of the company
(5) What is the validity period, authorization date or the determination method of authorization date of the equity incentive plan
Option date, lock-in period arrangement, etc
(6) The granting price of restricted shares and its determination method. If the management measures are adopted
The grant shall be determined by methods other than those specified in articles 23 and 29
The price and exercise price shall explain the basis and method of pricing, and shall be independent
Directors and independent financial advisers check whether the pricing damages the listed company and minority shareholders
Interests, opinions and disclosure
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests. Rights and interests to be granted in installments
The conditions for each grant of rights and interests to the incentive object shall be disclosed; Rights and interests to be exercised by installments
The conditions for the incentive objects to exercise their rights and interests each time shall be disclosed; 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 pair
For example, including directors and senior managers, the performance of incentive objects in exercising their rights and interests shall be disclosed
Performance assessment indicators; The disclosure of performance appraisal indicators for the exercise of rights and interests of incentive objects shall be sufficient
The scientificity and rationality of the indicators set by the sub disclosure; 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
The reason 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
It is clear that listed companies shall not grant restricted shares and incentive objects shall not exercise their rights
Period of interest
(9) What are the adjustment methods for the number of rights and interests and exercise price involved in the equity incentive plan
And procedures (e.g. adjustment methods when implementing plans such as profit distribution and share allotment)
(10) Accounting treatment method of equity incentive, determination method of restricted stock, valuation
The value of important parameters of the model and its rationality, and the expenses and expenses should be accrued for the implementation of equity incentive
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 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) There is no falsehood in the information disclosure documents related to the equity incentive plan of listed companies
False records, misleading statements or commitments of major omissions; Disclosure of incentive objects
The document contains false records, misleading statements or major omissions, resulting in non-compliance with the award
Rights and interests or the commitment to return all interests to the company when exercising rights and interests.
listed company
Trigger standard and time point of equity repurchase cancellation and income recovery procedures, repurchase price and
Calculation principle, operation procedure and completion period of income, etc
Whether the performance appraisal indicators meet the relevant requirements
22. Whether the performance indicators of the company and the individual performance indicators of the incentive object are included
23. Whether the indicators are objective, open, clear and transparent, in line with the actual situation of the company, and whether there are yes
It is conducive to promoting the competitiveness of the company
24 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 no less than 3
25 whether it indicates that the set indicators are scientific and reasonable
Compliance requirements for sales restriction period, vesting period and exercise period
26 the interval between the authorized registration date of restricted shares (class I) and the date of the first lifting of restrictions is not applicable
Is it less than 1 year
27. Whether the time limit for lifting the restrictions on sales in each issue is not less than 12 months is not applicable
28. Whether the proportion of sales restrictions lifted in each period does not exceed the total number of restricted shares granted to the incentive object, which is not applicable
50% of the amount
29. Whether the interval between the authorized registration date of restricted shares (class II) and the date of the first lifting of restrictions
Is it less than 1 year
30. Whether the time limit for lifting the restrictions on sales in each period is not less than 12 months yes
Whether the ownership proportion of each period does not exceed the total amount of restricted shares granted to the incentive object is
50%
32. Whether the interval between the stock option authorization date and the first exercisable date is less than 1 year is not applicable
33. It does not apply whether the starting date of the exercise period after the stock option is not earlier than the expiration of the previous exercise period
day
34. Whether the exercise time limit of stock options in each period is not less than 12 months is not applicable
35. Whether the proportion of stock options exercisable in each period of stock options does not exceed that of the incentive object is not applicable
50% of the total amount of stock options granted
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 development of listed companies
Sustainable development and whether there is any obvious damage to the interests of the listed company and all shareholders
see
37. Whether the listed company employs a law firm to issue a legal opinion, which shall be handled in accordance with the management office
Express professional opinions in accordance with the provisions of the law
(1) Whether the listed company complies with the provisions of the administrative measures for the implementation of equity incentive is
condition
(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 regulations of the people’s Republic of China
Provisions of the administrative measures
(4) Whether the determination of equity incentive objects complies with the administrative measures and relevant laws is
Regulations
(5) Whether the listed company has fulfilled the information disclosure in accordance with the relevant requirements of the CSRC yes
Disclosure obligation
(6) Does the listed company provide financial assistance to the incentive object? No
(7) Whether the equity incentive plan has obvious damage to the interests of the listed company and all shareholders
Profit and violation of relevant laws and administrative regulations
(8) The directors who are intended to be the incentive object or have an associated relationship with them are
No, it has been avoided according to the provisions of the administrative measures
(9) Other matters that should be explained are
If a listed company employs an independent financial adviser, the report of the independent financial adviser shall be
Whether the opinions are complete and meet the requirements of the management measures
Review procedure compliance requirements
39 when the board of directors votes on the draft equity incentive plan, whether the related directors avoid voting is yes
40. When the general meeting of shareholders deliberates the draft equity incentive plan, whether the related shareholders intend to avoid voting is yes
41 when the board of supervisors votes on the draft equity incentive plan, whether the related supervisors avoid voting is not applicable
42 is there any financial innovation? No
The company guarantees that the information filled in is true, accurate, complete and legal, and assumes all legal liabilities arising from errors in the filling.
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) board of directors January 24, 2022
