Eternal Asia Supply Chain Management Ltd(002183)
Management measures for the assessment of the implementation of stock option incentive plan in 2022
Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as “the company”) in order to further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to jointly pay attention to and promote the long-term development of the company, On the premise of fully protecting the interests of shareholders and in accordance with the principle of equal incentives and constraints, the company has formulated the Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan (hereinafter referred to as the “incentive plan”).
In order to ensure the smooth implementation of the incentive plan, these measures are hereby formulated 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 (hereinafter referred to as the “management measures”) and other relevant laws, regulations and normative documents, as well as the articles of association of Eternal Asia Supply Chain Management Ltd(002183) and in combination with the actual situation of the company.
1、 Assessment purpose
In order to further improve the corporate governance structure of the company, promote the company to establish and improve the long-term incentive and restraint mechanism, fully mobilize the enthusiasm of the company’s core team, ensure the smooth implementation of the company’s incentive plan, give full play to the role of equity incentive to the greatest extent, and ensure the realization of the company’s development strategy and business objectives.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate in strict accordance with the measures and the performance of the assessment object, so as to realize the close combination of the incentive plan with the work performance and contribution of the incentive object, so as to improve the level of performance management and maximize the interests of the company and all shareholders.
3、 Assessment organization
(I) the Remuneration Committee of the board of directors of the company (hereinafter referred to as the “Remuneration Committee”) is responsible for leading and organizing the assessment of incentive objects.
(II) the Remuneration Committee of the board of directors shall appoint personnel from functional departments to form an assessment working group (hereinafter referred to as “Assessment Working Group”) to be responsible for the specific implementation of assessment. The assessment working group is responsible to the Remuneration Committee and reports its work.
(III) the human resources department, finance department and other relevant departments of the company are responsible for the collection and provision of relevant assessment data, and are responsible for the authenticity and reliability of the data.
(IV) the board of directors of the company is responsible for the examination and approval of these measures and the examination results.
4、 Assessment scope
The measures are applicable to all incentive objects participating in the incentive plan, including directors, senior managers, middle and senior managers and core backbone personnel of the company (including branches / subsidiaries of the company), as well as other personnel deemed necessary by the board of directors of the company.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The assessment year corresponding to the exercise of stock options granted in the incentive plan is three fiscal years from 2022 to 2024, and the assessment is conducted once in each fiscal year. Meeting the performance assessment goal is one of the exercise conditions of the incentive object in the current year. The performance assessment objectives at the company level are shown in the table below:
Performance assessment objectives during the exercise period
In the first exercise period, the net profit of the company in 2022 shall not be less than 600 million yuan; And the non recurring income shall not exceed the net profit
30% moist
In the second exercise period, the net profit of the company in 2023 shall not be less than 800 million yuan; And the non recurring income shall not exceed the net profit
30% moist
In the third exercise period, the net profit of the company in 2024 shall not be less than 1 billion yuan; And the non recurring income shall not exceed the net income
30% of profit
Note: the above net profit indicators are calculated based on the net profit attributable to the shareholders of the listed company after excluding the impact of the share based payment expenses involved in all the equity incentive plans of the company within the validity period.
When the exercise conditions of stock option are met, the incentive object can exercise in accordance with the provisions of this incentive plan, and the company will handle the exercise matters for the incentive object who meets the exercise conditions. If the company’s current performance level fails to meet the above performance assessment objectives during each exercise period, the stock options of all incentive objects that plan to exercise in the current year shall not be exercised and shall be cancelled by the company.
(II) performance appraisal requirements at individual level
The individual performance appraisal results of incentive objects are divided into four grades: excellent (a), good (b), qualified (c) and unqualified (d), and the exercise proportion is determined according to the following table:
Excellent performance appraisal results (a) good (b) qualified (c) unqualified (d)
Individual assessment exercise proportion 100% 0%
The incentive object can only be qualified to exercise the right if the immediate assessment level of the post reaches above qualified within the performance assessment year corresponding to the exercise period and at the time of exercise, and there are no major risks such as integrity, environmental protection and safe production. If the incentive object fails to pass the assessment, the stock options granted but not exercised during the corresponding exercise period shall not be exercised and shall be cancelled by the company.
After the achievement of the performance objectives at the company level, the actual exercise limit of the incentive object in the current period = the planned exercise limit of the individual in the current period × Exercise proportion of individual assessment.
If the stock option of the incentive object that can be exercised in the current period cannot be exercised due to assessment reasons, it shall be invalid and cannot be deferred to the next year, and the company shall uniformly arrange the cancellation.
If the incentive objects are directors and senior managers of the company, if the company needs to perform the measures to fill the immediate return due to the dilution of the immediate return, the exercise of the options obtained by the individual shall not only meet the above exercise conditions, but also meet the conditions for the practical implementation of the measures to fill the immediate return formulated and implemented by the company.
6、 Assessment period and times
(I) assessment period
The fiscal year before the stock option granted to the incentive object can be exercised.
(II) assessment times
The assessment year of the incentive plan is three fiscal years from 2022 to 2024, which is assessed once a year.
7、 Assessment procedure
Under the guidance of the Remuneration Committee, the assessment team is responsible for the specific assessment work, save the assessment results, and form a performance assessment report on this basis and submit it to the Remuneration Committee. The board of directors of the company is responsible for reviewing the assessment results.
8、 Assessment result management
(I) feedback and appeal of assessment results
1. The appraisee has the right to know his own appraisal results, and the appraisal working group shall notify the appraisee of the appraisal results within 5 working days after the appraisal is completed.
2. If the appraisee has any objection to his / her assessment results, he / she can communicate with the assessment team for settlement. If it cannot be solved through communication, the assessed object can appeal to the Remuneration Committee, which shall review and determine the final assessment result within 10 working days.
3. The assessment results shall be used as the basis for the exercise of stock options.
(II) filing of assessment records
1. After the assessment, the human resources department shall keep all assessment records and files of performance assessment, and the assessment results shall be archived and kept as confidential data.
2. In order to ensure the effectiveness of the performance record, no alteration is allowed on the performance record. If it needs to be modified or re recorded, it must be signed by the party concerned for confirmation.
3. The performance appraisal records shall be kept for 5 years. The Remuneration Committee has the right to destroy the documents and records beyond the retention period.
9、 Supplementary Provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures.
(II) if the relevant provisions in these measures conflict with the relevant national laws, administrative regulations, normative documents and the draft incentive plan, they shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the draft incentive plan. If there is no explicit provision in these measures, it shall be implemented in accordance with relevant national laws, administrative regulations, normative documents and this incentive plan.
(III) these measures have been reviewed and approved by the general meeting of shareholders of the company and will be implemented after the incentive plan comes into force.
Eternal Asia Supply Chain Management Ltd(002183) board of directors February 24, 2022
