怡合达: 股权激励计划草案自查表

Summary of Key Points Core Viewpoint - The document outlines the self-inspection checklist for stock incentive plans of companies listed on the Growth Enterprise Market, specifically focusing on compliance with regulations and requirements for both the company and the incentive recipients [1]. Compliance Requirements for Listed Companies - The financial report for the most recent accounting year must not have a negative opinion or inability to express an opinion from the registered accountant [2]. - There should be no instances of profit distribution that violate laws, regulations, or company articles within the last 36 months [2]. - The total number of shares involved in all effective stock incentive plans must not exceed 20% of the company's total share capital [3]. Compliance Requirements for Incentive Recipients - Incentive recipients must not include shareholders or actual controllers holding more than 5% of shares, unless justified [2]. - Recipients must not have been identified as inappropriate candidates by the China Securities Regulatory Commission (CSRC) in the last 12 months [2]. - Recipients must meet the qualifications outlined in the Company Law regarding eligibility for directors and senior management [2]. Compliance Requirements for the Incentive Plan - The plan must specify the total number of shares to be granted and their proportion to the company's total share capital [3]. - Performance assessment indicators must be established for directors and senior management as conditions for exercising rights [3]. - The effective period of the incentive plan must not exceed 10 years from the date of authorization [3]. Disclosure Requirements for the Incentive Plan - The plan must detail the purpose, basis for determining incentive recipients, and the number of rights to be granted [3]. - The plan must include the granting price and the method of determining it, ensuring it aligns with the regulations [3]. - The company must ensure that all related information disclosure documents are free from false records or misleading statements [3]. Performance Assessment Indicators - The performance assessment indicators must be objective, clear, and beneficial for enhancing the company's competitiveness [4]. - At least three comparable companies should be used as a reference for these indicators [5]. Lock-up and Vesting Period Compliance - The interval between the authorization date and the first lifting of restrictions for restricted stocks must be no less than one year [5]. - The proportion of shares that can be released from restrictions must not exceed 50% of the total granted to the incentive recipients [5]. Professional Opinions and Compliance - The remuneration and assessment committee must provide opinions on whether the incentive plan benefits the interests of shareholders [5]. - The company must hire a law firm to issue legal opinions in accordance with the regulations [5].