Eternal Asia Supply Chain Management Ltd(002183)
Self inspection form of stock option incentive plan in 2022
Company abbreviation: Eternal Asia Supply Chain Management Ltd(002183) Stock Code: 002183 independent financial consultant: Shenzhen Value Online Information Technology Co., Ltd
Does this exist
Item No. (yes / remark no / not applicable)
Compliance requirements of listed companies
1. Whether the financial accounting report of the latest fiscal year has not been issued by the certified public accountant no yes
Audit reports with definite opinions or unable to express opinions
2. Whether the internal control over the financial report of the latest fiscal year has not been certified by the certified public accountant yes
Audit reports with negative opinions or unable to express opinions
3. Whether there has been any failure to comply with laws and regulations, the articles of association, or the
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 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 who individually or jointly hold more than 5% of the shares of the listed company or the actual shareholders
International 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
Whether it has not been recognized as unwell by the CSRC and its dispatched offices in the last 12 months
Be a candidate
11 whether the CSRC and its have not been punished for major violations of laws and regulations in the last 12 months
The dispatched office shall be subject to administrative punishment or take market entry prohibition measures
12. Whether there is no provision in the company law that a person is not allowed to serve as a director or senior manager of the company
Staff situation
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 underlying stocks involved in the equity incentive plan of all listed companies within the validity period are
Does the total amount not exceed 10% of the total share capital of the company
16. The cumulative grant of a single incentive object through all equity incentive plans within the validity period is
Does the stock not exceed 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 that of the equity incentive plan, which is not applicable
20% of equity
18. If the incentive objects are directors and senior executives, has the draft equity incentive plan listed their surnames
Name, position and number of awards
19. If the incentive objects are directors and senior executives, whether to set up performance appraisal indicators as incentive is right
Conditions for exercising rights and interests
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 yes
(1) According to the relevant provisions of the measures for the administration of equity incentive, explain whether it is necessary to
The listed company is not allowed to implement equity incentive and the incentive object is not allowed to participate in equity incentive
Incentives; Explain whether the implementation of the equity incentive plan will lead to listed companies
The equity distribution does not 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, and the underlying shares to be granted under the equity incentive plan
Type, source, number of rights and interests and percentage in the total share capital of the listed company
Ratio; If implemented in installments, the number of rights and interests to be granted each time and the underlying shares involved
The number of votes and their proportion in the total share capital of the listed company; Set reserved interests yes
The number of rights and interests to be reserved and its proportion in the total equity of the equity incentive plan
Ratio; Total number of underlying shares involved in all equity incentive plans 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,
Their names, positions, the number of rights and interests they can be granted and the proportion of equity incentive shall be disclosed
The proportion of the total rights and interests to be granted; Other incentive objects (respectively or according to appropriate points)
Class) 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
Cases; A single incentive object is granted through the equity incentive plan within the validity period
Description of whether the accumulated shares of the company exceed 1% of the total share capital of the company
(5) The validity period of the equity incentive plan, the date of, authorization or authorization of the stock option
The determination method, vesting date, exercise validity period and exercise arrangement of restricted stocks are
The date of grant, the restricted period and the arrangements for the release of the restricted lock-in period, etc
(6) The granting price of restricted shares, the exercise price of stock options and their determination
method. If articles 23 and 29 of the measures for the administration of equity incentives are adopted
Where the grant price or exercise price is determined by any method other than the prescribed method, it shall
Explain the pricing basis and pricing method, hire an independent financial consultant to check and confirm whether it is correct
The feasibility of equity incentive plan, whether it is conducive to the sustainable development of listed companies, and
On the rationality of pricing basis and pricing method, whether it damages the interests of listed companies, and
Express clear opinions and disclose the impact on shareholders’ interests
(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests.
To be granted in installments or
When exercising rights and interests, it shall disclose the terms of each grant or exercise of rights and interests of the incentive object
Pieces; Description of the definition of indicators and calculation standards involved in the establishment conditions; appointment
When the conditions for granting and exercising rights and interests are not fulfilled, the relevant rights and interests shall not be deferred to the next period;
If the incentive objects include directors and senior executives, the performance of the 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 reasons 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, Ying Ming
It is true that listed companies shall not grant restricted shares and incentive objects shall not exercise their rights and interests
Period of
(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, fair value of restricted stock or stock option
The value determination method, the value of important parameters of the valuation model and its rationality, and the implementation of equity
The incentive fee shall be accrued and its impact on the operating performance of the listed company
(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) The respective rights and obligations of the company and the incentive object, and the relevant disputes or dispute settlement are
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 rights
Trigger standard and time point, repurchase price and income recovery procedure
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
24. 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. 25 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
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 N / A
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 sales restrictions lifted in each period does not exceed the total number of restricted shares granted to the incentive object is not applicable
50% of the amount
Whether the interval between the stock option authorization date and the first exercisable date is not less than 12 yes
Months
Whether the starting date of the exercise period after the stock option is not earlier than the expiration of the previous exercise period is
day
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 that of the incentive object yes
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
34 sustainable development and whether there is any obvious damage to the interests of the listed company and all shareholders
see
35. Whether the listed company has hired a law firm to issue a legal opinion and handled it 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 implementation of the measures for the administration of equity incentive is
Conditions of right incentive
(2) Whether the contents of the equity incentive plan comply with the measures for the administration of equity incentive is
regulations
(3) Whether the formulation, deliberation, publicity and other procedures of the equity incentive plan comply with the requirements of the “yes to shares”
Provisions of the measures for the administration of incentive rights
(4) Whether the determination of equity incentive objects complies with the measures for the administration of equity incentive and yes
Provisions of relevant laws and regulations
(5) Whether the listed company has fulfilled the information disclosure in accordance with the relevant requirements of the CSRC yes
Disclosure obligation
(6) Whether the listed company does not provide financial assistance for the incentive object is
(7) Is there no obvious damage to the listed company and all shareholders in the equity incentive plan
Interests and violations of relevant laws and administrative regulations
(8) Are the directors who intend to be the incentive object or have an associated relationship with them
The withdrawal was carried out according to the provisions of the measures for the administration of equity incentive
(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 of the industry 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 related directors avoid voting is yes
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
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.
