Jiangsu Akcome Science And Technology Co.Ltd(002610)
Self inspection form of equity incentive plan
Company abbreviation: Jiangsu Akcome Science And Technology Co.Ltd(002610) Stock Code: 002610 independent financial consultant: None
Whether there is a remark on the item of serial number (yes / no / not applicable)
Compliance requirements of listed companies
1. Whether the financial accounting 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
2. Whether the internal control over the financial report of the latest fiscal year has not been registered will be
The auditor issues an audit report with a negative opinion or unable to express an opinion
3. Whether there has been any failure to comply with laws and regulations and public justice in the last 36 months after listing
The company’s 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 is not provided with loans or any other form of financial support
support
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 candidate has not been identified as inappropriate by the stock exchange in the last 12 months is
10. Whether it has not been recognized by the CSRC and its dispatched offices within the last 12 months
Be an inappropriate person
11. Whether it has not been punished by the CSRC for major violations of laws and regulations in the last 12 months
The Commission and its dispatched offices may impose administrative penalties or take measures to prohibit market entry
12. Whether there are no provisions in the company law that forbid you to serve as a director or a senior director of the company
Level 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 targets involved in the equity incentive plan of all listed companies within the validity period are
Whether the cumulative total number of shares does not exceed 10% of the total share capital of the company
16. A single incentive object is accumulated 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 current equity incentive plan yes
20% of the number of interests to be granted
18. If the incentive objects are directors and senior executives, has the draft equity incentive plan been approved
List their names, positions and number of awards
19. If the incentive objects are directors and senior executives, whether performance appraisal indicators are set as yes
Conditions for exercising rights and interests for incentive objects
20. Whether the validity period of the equity incentive plan has not expired since the date of the first grant of rights and interests yes
After 10 years
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 measures for the administration of equity incentive, say it one by one
Specify whether there are listed companies that are not allowed to implement equity incentive and what are the incentive objects
Not participating in equity incentive; Explain the implementation of the equity incentive plan
Will it 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
around
(3) The number of rights and interests to be granted, and the rights and interests involved in the equity incentive plan to be granted
Type, source, number of rights and interests of the underlying stock and its proportion in the total share capital of the listed company
The proportion of the amount; If implemented in stages, the number of rights and interests to be granted each time,
The number of underlying shares involved and their proportion in the total share capital of the listed company; yes
Where reserved rights and interests are set, the number of rights and interests to be reserved and their proportion in the equity incentive plan
Proportion of total equity transferred; All equity incentive plans within the validity period
Does the total number of underlying shares involved exceed the total share capital of the company
Description of 10% and its calculation process
(4) In addition to the reserved part, the incentive objects are directors and senior managers of the company
The names, positions and the number of rights and interests they can be granted shall be disclosed
The proportion in the total amount of rights and interests to be granted under the equity incentive plan; Other excitation
The number of rights and interests that can be granted to incentive objects (individually or by appropriate classification) and
Proportion in the total equity to be granted under the equity incentive plan; Single excitation pair
Like the company’s shares granted through the equity incentive plan all within the validity period
Description of whether the cumulative number of votes exceeds 1% of the total share capital of the company
(5) The validity period of the equity incentive plan and the authorization date or grant date of the stock option are
The method for determining the vesting date, the vesting date, the exercise validity period and the exercise arrangement,
The date of grant of restricted shares, the restricted sale period and the arrangements for the release of the restricted sale lock-in period, etc. (6) the grant price of restricted shares, the exercise price of stock options and their determination methods. If other methods than those specified in articles 23 and 29 of the measures for the administration of equity incentives are adopted to determine the grant
Where the price or exercise price is, the pricing basis and method shall be determined
Explain, hire an independent financial consultant to check and express clear opinions on the feasibility of the equity incentive plan, whether it is conducive to the sustainable development of the listed company, the rationality of relevant pricing basis and pricing methods, whether it damages the interests of the listed company and its impact on the interests of shareholders, and disclose (7) the conditions for the incentive object 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; The conditions for granting rights and interests and exercising rights and interests have not been agreed
When, the relevant equity shall not be deferred to the next period; For example, the incentive objects include Dong Shi
The managers and senior executives shall disclose the performance evaluation indicators of the incentive objects in exercising their rights and interests; 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; among,
It should be clear that the listed company shall not grant restricted shares and that the incentive object is not
Period during which rights and interests can be exercised (9) adjustment of the number of rights and interests and exercise price involved in the equity incentive plan
What are the overall methods and procedures (e.g. when implementing profit distribution, share allotment, etc.)
Adjustment method) (10) accounting treatment method of equity incentive, restricted stock or stock period
The determination method of fair value, the value of important parameters of valuation model and their
Rationality, the implementation of equity incentive should accrue 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 and incentive object of the company
How to implement equity incentive in case of job change, resignation, death and other matters
Incentive plan
(13) The respective rights and obligations of the company and the incentive object, related disputes or
Dispute settlement mechanism
(14) Information disclosure documents related to equity incentive plans of listed companies
A commitment that there are no false records, misleading statements or major omissions;
The relevant disclosure documents of the incentive object contain false records, misleading statements or
In case of major omission leading to non-compliance with the granted rights and interests or the exercise of rights and interests
Commitment to return the interests of the Ministry to the company.
Equity repurchases, cancellations and receipts of listed companies
Trigger standard and time point of profit recovery procedure, repurchase price and calculation of income
Calculation principle, operation procedure, 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, yes
Is it 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 ones are not applicable
Is there no less than 3 reference 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
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 restriction granted to the incentive object
50% of total shares
30 is the interval between the stock option authorization date and the first exercisable date not
Less than 12 months
31. Is the starting date of the exercise period after the stock option not earlier than the previous exercise period
Expiry date of
32. Whether the exercise time limit of stock options in each period is not less than 12 months yes
Whether the stock option proportion of the exercisable right of stock option in each period does not exceed the incentive is
50% of the total stock options granted to the 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
The sustainable development of 34 listed companies, whether there is obvious damage to listed companies and all
Express opinions on the interests of shareholders
35. Whether the listed company employs a law firm to issue a legal opinion, and press yes
Give professional opinions according to 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) Whether the contents of the equity incentive plan comply with the equity incentive management office
Provisions of the law
(3) Whether the formulation, deliberation, publicity and other procedures of equity incentive plan are consistent with yes
Comply with the provisions of the measures for the administration of equity incentives
(4) Whether the determination of the equity incentive object complies with the equity incentive management office
Law and relevant laws and regulations
(5) Whether the listed company has performed in accordance with the relevant requirements of the CSRC yes
Information disclosure obligation
(6) Whether the listed company does not provide financial assistance for the incentive object is
(7) Whether the equity incentive plan does not have obvious damage to listed companies and all
Shareholders’ 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
Has the matter been avoided in accordance with the provisions of the measures for the administration of equity incentives
(9) Other matters that should be explained are
If a listed company employs an independent financial adviser, the report of the independent financial adviser does not apply
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 votes on the draft equity incentive plan, whether the affiliated directors withdraw is yes
vote
38. When the general meeting of shareholders deliberates the draft equity incentive plan, whether the related shareholders intend to be
Avoidance of voting
39 whether there is no major unprecedented event is
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.
Jiangsu Akcome Science And Technology Co.Ltd(002610) board of directors
January 26, 2022
