Securities code: 002183 securities abbreviation: Eternal Asia Supply Chain Management Ltd(002183) Announcement No.: 2022-012 Eternal Asia Supply Chain Management Ltd(002183)
Announcement on the resolution of the 60th meeting of the 6th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The notice of the 60th meeting of the sixth board of directors of Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as “the company”) was sent in the form of email on February 17, 2022, and the meeting was held in the form of written signature on February 23, 2022. The company has 7 directors who should attend the meeting and 7 directors who actually attend the meeting. The convening procedure of this meeting complies with the provisions of the company law and the articles of association. The meeting resolved the following matters:
1、 Finally, the proposal on and its summary was adopted by 5 votes in favor, 0 votes against and 0 abstentions
Related directors Mr. Zhou Guohui and Mr. Chen Weimin withdrew from voting on this proposal.
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. 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 administrative measures for the implementation of < Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan was adopted by 5 votes in favor, 0 votes against and 0 abstentions
Related directors Mr. Zhou Guohui and Mr. Chen Weimin withdrew from voting on this proposal.
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.
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 requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan was adopted with 5 votes in favor, 0 votes against and 0 abstentions
Related directors Mr. Zhou Guohui and Mr. Chen Weimin withdrew from voting on this proposal.
In order to implement the company’s 2022 stock option incentive plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s stock option incentive plan, including but not limited to:
1. Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the specific implementation of the incentive plan:
(1) Authorize the board of directors to determine the qualifications and conditions of the incentive object to participate in the incentive plan and determine the authorization date of the incentive plan;
(2) Authorize the board of directors to adjust the number of stock options and the number of underlying shares involved according to the methods specified in the incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment, etc;
(3) Authorize the board of directors to adjust the exercise price of stock options in accordance with the methods specified in the incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to distribute or directly reduce the share of stock options that the incentive objects give up subscription due to resignation or personal reasons among the incentive objects before the grant of stock options;
(5) Authorize the board of directors to grant stock options to the incentive objects when the company and the incentive objects meet the conditions and handle all matters necessary for the grant of stock options, including but not limited to applying for grant to the stock exchange and handling the change registration of the company’s registered capital;
(6) Authorize the board of directors to review and confirm the exercise qualification and exercise conditions of incentive objects, and agree that the board of directors will authorize the Remuneration Committee to exercise this right;
(7) Authorize the board of directors to decide whether the incentive objects can exercise their rights;
(8) Authorize the board of directors to handle all matters necessary for the exercise of incentive objects, including but not limited to applying to the stock exchange for exercise, applying to China Securities Depository and Clearing Corporation for relevant registration and settlement business, amending the articles of association, and handling the registration of changes in the company’s registered capital;
(9) Authorize the board of directors to decide on the change and termination of the incentive plan, including but not limited to canceling the exercise qualification of the incentive object, canceling the stock options of the incentive object that have not been exercised, handling the job change, resignation, retirement, cancellation of the stock options of the deceased incentive object that have not been exercised, and relevant compensation and inheritance matters, Terminate the incentive plan of the company; However, if laws, regulations or relevant regulatory authorities require that the change and termination of the incentive plan need to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such change and termination must be approved accordingly;
(10) Authorize the board of directors to sign, execute, modify and terminate any agreement related to this incentive plan and other relevant agreements;
(11) Authorize the board of directors to manage and adjust the incentive plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of the incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
(12) The general meeting of shareholders authorizes the board of directors to decide whether to recover the income obtained from the exercise of the incentive object according to the provisions of the incentive plan;
(13) Authorize the board of directors to implement other necessary matters required by the incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2. Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Amend the articles of association and handle the change registration of the company’s registered capital (including capital increase, capital reduction, etc.); And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan.
3. The general meeting of shareholders is requested to authorize the board of directors to appoint receiving banks, accountants
4. Submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is consistent with the validity of the incentive plan. Except for the matters that need to be passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
4、 Finally, the proposal on the company’s application for comprehensive credit line from China Citic Bank Corporation Limited(601998) Shenzhen Branch and the guarantee provided by the wholly-owned subsidiary Shenzhen Qianhai Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. was adopted with 7 votes in favor, 0 votes against and 0 abstentions
Due to the needs of business development, the company applied to China Citic Bank Corporation Limited(601998) Shenzhen Branch for a comprehensive credit line with a total amount of no more than RMB 1.5 billion for one year, and the wholly-owned subsidiary Shenzhen Qianhai Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. provided joint and several liability guarantee for the company for a period of no more than three years, which 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.) The guarantee announcement on the 60th meeting of the sixth board of directors disclosed at the meeting.
5、 Finally, the proposal on the company’s wholly-owned subsidiary Shenzhen Eternal Asia Supply Chain Management Ltd(002183) Logistics Co., Ltd. applying for a comprehensive credit line to Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Branch and the company providing guarantee was adopted with 7 votes in favor, 0 votes against and 0 abstentions
Due to the needs of business development, Shenzhen Eternal Asia Supply Chain Management Ltd(002183) Logistics Co., Ltd., a wholly-owned subsidiary of the company, applied to Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Branch for a comprehensive credit line with a total amount of no more than 80 million yuan, with a credit term of one year, and the company provided joint and several liability guarantee, with a guarantee term of no more than three years, which 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.) The guarantee announcement on the 60th meeting of the sixth board of directors disclosed at the meeting.
6、 Finally, the proposal on seven subsidiaries of the company applying for comprehensive credit line from the affiliated company Shenzhen hi tech Investment Group Co., Ltd. and the company providing guarantee for the seven subsidiaries was adopted with 6 votes in favor, 0 votes against and 0 abstention
Mr. Yao Fei, a related director, avoided voting on this proposal.
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.
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 providing guarantee and related party transactions for subsidiaries to apply for credit line from related companies disclosed on the.
7、 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 7 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.
8、 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 7 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 the corresponding 3.74%
