Securities code: 002183 securities abbreviation: Eternal Asia Supply Chain Management Ltd(002183) Announcement No.: 2022-019 Eternal Asia Supply Chain Management Ltd(002183)
Announcement of resolutions of the 44th meeting of the 6th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as "the company") the notice of the 44th meeting of the sixth board of supervisors was sent by email on February 17, 2022, and the meeting was held by written signature on February 23, 2022. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting. The convening procedure of this meeting complies with the provisions of the company law and the articles of association. After discussion by the supervisors present at the meeting, the following resolutions were unanimously adopted:
1、 Finally, the proposal on and its summary was adopted by 3 votes in favor, 0 against and 0 abstention
In order to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's directors, senior managers, middle and senior managers and core backbone personnel, as well as other personnel deemed necessary by the company's board of directors, and effectively combine the interests of shareholders, the company and the personal interests of managers, Enable all parties to pay common attention to the long-term development of the company. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, and in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, The Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan (Draft) is formulated, and a total of 77.91 million stock options are proposed to be granted to incentive objects. The board of supervisors believes that the contents of the company's 2022 stock option incentive plan (Draft) and its abstract comply with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents. The implementation of this incentive plan will be conducive to the sustainable development of the listed company, and there will be no damage to the interests of the listed company and all shareholders. The board of supervisors agreed to the 2022 stock option incentive plan (Draft) and its summary, and agreed to submit relevant proposals to the general meeting of shareholders for deliberation.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details of this motion, please refer to the announcement date on cninfo.com.cn The Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan (Draft) and its abstract announcement disclosed on the.
2、 Finally, the proposal on the measures for the administration of the implementation of the stock option incentive plan in 2022 was adopted with 3 votes in favor, 0 against and 0 abstention
In order to ensure the smooth implementation of the company's 2022 stock option incentive plan, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, administrative regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company, The administrative measures for the implementation and assessment of Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan are hereby formulated.
The board of supervisors believes that the management measures for the implementation and assessment of the 2022 stock option incentive plan of the company complies with the provisions of relevant laws and regulations and the actual situation of the company, and can ensure the smooth implementation of the 2022 stock option incentive plan, ensure the standardized operation of the stock option incentive plan, and form a good and balanced value distribution system, The establishment of a benefit sharing and restraint mechanism between shareholders, company managers and core backbone personnel is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details of this motion, please refer to the announcement date on cninfo.com.cn Administrative measures for the implementation and assessment of Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan disclosed on the.
3、 Finally, the proposal on verifying the list of incentive objects of the company's stock option incentive plan in 2022 was adopted with 3 votes in favor, 0 against and 0 abstention
After the preliminary review of the list of incentive objects of the company's 2022 stock option incentive plan, the board of supervisors believes that:
1. The personnel listed in the list of incentive objects of the company's incentive plan have the qualifications specified in the company law of the people's Republic of China and other laws, regulations and normative documents and the articles of association.
2. The incentive object does not have the situation that it is not allowed to be an incentive object as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law of the people's Republic of China;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
3. The personnel listed in the list of incentive objects of this incentive plan meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies and other documents, and meet the incentive object conditions specified in the incentive plan. The incentive objects of this incentive plan do not include the company's supervisors and independent directors.
To sum up, the incentive objects listed in this incentive plan meet the conditions specified in relevant laws, and they are legal and effective as the incentive objects of this incentive plan.
The company will publicize the incentive objects within the company through the company's website or other channels, and the publicity period shall not be less than 10 days. The board of supervisors will review the list of incentive objects and fully listen to the public opinions. The company shall disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the shareholders' meeting deliberates the incentive plan.
For details of this motion, please refer to the announcement date on cninfo.com.cn List of incentive objects of Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan disclosed on the.
4、 Finally, the proposal that the seven subsidiaries of the company apply for comprehensive credit line from the affiliated company Shenzhen hi tech Investment Group Co., Ltd. and the company shall provide guarantee for the seven subsidiaries was adopted with 3 votes in favor, 0 votes against and 0 abstention
Due to the needs of business development, the company's seven subsidiaries, Shenzhen shangfutong Network Technology Co., Ltd., Shenzhen Tengfei healthy life industry Co., Ltd., Shenzhen yihehui Technology Co., Ltd., Shenzhen Yijia livable supply chain Co., Ltd., Shenzhen Eternal Asia Supply Chain Management Ltd(002183) Logistics Co., Ltd., Shenzhen Eternal Asia Supply Chain Management Ltd(002183) Bonded Logistics Co., Ltd Shenzhen anxinyuan Trading Co., Ltd. applies to the affiliated company Shenzhen hi tech Investment Group Co., Ltd. for a comprehensive credit line with a total amount of no more than RMB 21 million (each subsidiary does not exceed RMB 30 million), with a credit term of one year, and the company provides joint and several liability guarantee for the above seven subsidiaries, with a guarantee term of no more than three years, The details shall be subject to the contract.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
Or cninfo (www.cn. Info. Com. CN.) Announcement on providing guarantee and related party transactions for subsidiaries to apply for credit line from related companies disclosed on the.
5、 Finally, the proposal on providing counter guarantee for the company to apply for comprehensive credit line from Bank Of China Limited(601988) Luzhou Branch for Sichuan Gaotou Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd., a joint-stock company, was adopted with 3 votes in favor, 0 votes against and 0 abstentions
Due to the needs of business development, the shareholders of the company's joint-stock company Sichuan high tech investment Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. (hereinafter referred to as "Sichuan high tech investment Eternal Asia Supply Chain Management Ltd(002183) ") reached a consensus on the application of Sichuan high tech investment Eternal Asia Supply Chain Management Ltd(002183) to Bank Of China Limited(601988) Luzhou Branch for a comprehensive credit of no more than 10 million yuan, with a credit term of one year. The comprehensive credit is fully guaranteed by Luzhou hi tech Investment Group Co., Ltd. as a shareholder of Sichuan hi tech investment Eternal Asia Supply Chain Management Ltd(002183) , the company bears the counter guarantee liability according to the proportion of voting rights held, Provide 46.74% joint and several liability counter guarantee to Luzhou hi tech Investment Group Co., Ltd. (i.e. the maximum guarantee amount shall not exceed RMB 4.674 million, including 3.74% of the counter guarantee obligation of Luzhou Xinyi supply chain management partnership (limited partnership), a minority shareholder of Sichuan hi tech Investment Group Co., Ltd.), and the guarantee period shall not exceed three years, which shall be subject to the guarantee agreement. During the period when the company provides the above guarantee, Luzhou Xinyi supply chain management partnership (limited partnership) needs to pledge its 3.74% equity of Sichuan high investment Eternal Asia Supply Chain Management Ltd(002183) to provide counter guarantee measures for the above guarantee matters of the company, and transfer its voting right, dividend right and preemptive right corresponding to 3.74% equity to the company. This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details of this proposal, please refer to the announcement date in China Securities Journal, securities times, Shanghai Securities News or cninfo (www.cn. Info. Com. CN.) The guarantee announcement on the 60th meeting of the sixth board of directors disclosed at the meeting.
6、 Finally, the proposal on providing counter guarantee for the company to apply for comprehensive credit line from Industrial Bank Co.Ltd(601166) Luzhou Branch for Sichuan Gaotou Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd., a joint-stock company, was adopted with 3 votes in favor, 0 votes against and 0 abstentions
Due to the needs of business development, through consultation with the shareholders of Sichuan high tech investment Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. (hereinafter referred to as "Sichuan high tech investment Eternal Asia Supply Chain Management Ltd(002183) "), the company has reached a consensus on the application of Sichuan high tech investment Eternal Asia Supply Chain Management Ltd(002183) to Industrial Bank Co.Ltd(601166) Luzhou Branch for a comprehensive credit of no more than 10 million yuan, with a credit term of one year. The comprehensive credit is fully guaranteed by Luzhou hi tech Investment Group Co., Ltd. as a shareholder of Sichuan hi tech investment Eternal Asia Supply Chain Management Ltd(002183) , the company bears the counter guarantee liability according to the proportion of voting rights held, Provide 46.74% joint and several liability counter guarantee to Luzhou hi tech Investment Group Co., Ltd. (i.e. the maximum guarantee amount shall not exceed RMB 4.674 million, including 3.74% of the counter guarantee obligation of Luzhou Xinyi supply chain management partnership (limited partnership), a minority shareholder of Sichuan hi tech Investment Group Co., Ltd.), and the guarantee period shall not exceed three years, which shall be subject to the guarantee agreement. During the period when the company provides the above guarantee, Luzhou Xinyi supply chain management partnership (limited partnership) needs to pledge its 3.74% equity of Sichuan high investment Eternal Asia Supply Chain Management Ltd(002183) to provide counter guarantee measures for the above guarantee matters of the company, and transfer its voting right, dividend right and preemptive right corresponding to 3.74% equity to the company.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details of this proposal, please refer to the announcement date in China Securities Journal, securities times, Shanghai Securities News or cninfo (www.cn. Info. Com. CN.) The guarantee announcement on the 60th meeting of the sixth board of directors disclosed at the meeting.
7、 Finally, the proposal on the company's application for working capital loan guarantee from Bank Of China Limited(601988) Shenzhen East sub branch for the affiliated company Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. was adopted with 3 votes in favor, 0 votes against and 0 abstention
Due to the needs of business development, through consultation with the shareholders of the company's affiliated company Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. (hereinafter referred to as " Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) "), the company reached an agreement on the application of Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) to Bank Of China Limited(601988) Shenzhen East sub branch for working capital loans with a total amount of no more than 10 million yuan. As the shareholder of Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) , Assume the guarantee liability according to the proportion of equity held by the company in Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) , and the company will provide 49% of the guarantee (i.e. the maximum guarantee amount shall not exceed RMB 4.9 million), and the guarantee period shall not exceed four years, Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) will provide the company with corresponding counter guarantee, which shall be subject to the contract.
Mr. Li Cheng, deputy general manager of the company, holds the position of director in Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) . According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) belongs to the company's affiliated legal person, and the above guarantee matters belong to the affiliated guarantee matters.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details of this proposal, please refer to the announcement date in China Securities Journal, securities times, Shanghai Securities News or cninfo (www.cn. Info. Com. CN.) Announcement on the company providing related party guarantee for the related company Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd.
8、 Finally, the proposal on the estimation of daily connected transaction quota of the company and its subsidiaries and affiliated company Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. in 2022 was adopted with 3 votes in favor, 0 against and 0 abstention
Due to the needs of business development, the company and its subsidiaries plan to have daily business transactions with the affiliated company Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. in 2022. It is estimated that the total amount of connected transactions will not exceed RMB 700 million. The specific business model and transaction amount shall be subject to the contract.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details of this proposal, please refer to the announcement date in China Securities Journal, securities times, Shanghai Securities News or cninfo (www.cn. Info. Com. CN.) Announcement on the prediction of daily connected transactions between the company and its subsidiaries and Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. in 2022 disclosed on the.
It is hereby announced.
Eternal Asia Supply Chain Management Ltd(002183) board of supervisors February 2022
