Beijing Jindu (Guangzhou) law firm
About Eternal Asia Supply Chain Management Ltd(002183)
Of 2022 stock option incentive plan (Draft)
Legal opinion
To: Eternal Asia Supply Chain Management Ltd(002183)
Beijing Jindu (Guangzhou) law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as “the company” or ” Eternal Asia Supply Chain Management Ltd(002183) “) to implement the stock option incentive plan (hereinafter referred to as “the plan”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) Laws, administrative regulations, departmental rules and other normative documents (hereinafter referred to as “laws and regulations”) such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as “business handling guidelines”) and the Eternal Asia Supply Chain Management Ltd(002183) articles of Association (hereinafter referred to as “articles of association”) of Shenzhen Stock Exchange This legal opinion is issued in accordance with the relevant provisions of the Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan (Draft) (hereinafter referred to as “stock option incentive plan (Draft)”).
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The institute only expresses its views on legal issues related to the company’s plan and makes legal comments only according to the existing laws and regulations in China (hereinafter referred to as “China”), which do not include laws and regulations of the Hongkong Special Administrative Region, the Macao Special Administrative Region of China and China’s Taiwan region for the purpose of this legal submission, in People’s Republic of China. It does not express legal opinions in accordance with any laws outside China. The exchange will not comment on the rationality of Eternal Asia Supply Chain Management Ltd(002183) stock value, assessment standards and other issues involved in the plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, the exchange has fulfilled the necessary duty of care, but such quoting shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
The issuance of this legal opinion has been guaranteed by the company as follows:
1. The company has provided the original written materials, copies, copies, confirmation letters or certificates required by the company for the issuance of this legal opinion to the office and the handling lawyer;
2. If the documents and materials provided by the company to the firm and the handling lawyer are true, accurate, complete and effective, without concealment, falsehood and major omissions, and the documents and materials are copies or copies, they shall be consistent with the original. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the instructions or supporting documents issued by relevant government departments, companies or other relevant units to issue legal opinions.
The exchange agrees to take this legal opinion as one of the necessary documents for the company to implement the plan, and bear corresponding legal liabilities for the legal opinion issued according to law.
This legal opinion is only used by the company for the purpose of implementing the plan and shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of this plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The exchange has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby issue the following legal opinions:
1、 Conditions for the company to implement the equity incentive plan
(I) approved by the notice on Approving the initial public offering of Shenzhen Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. (Zheng Jian FA FA Zi [2007] No. 367) and the notice on the listing of Eternal Asia Supply Chain Management Ltd(002183) RMB common shares (SZS [2007] No. 176) of Shenzhen Stock Exchange on October 19, 2007, The company is listed on the SME Board of Shenzhen Stock Exchange. The securities are abbreviated as ” Eternal Asia Supply Chain Management Ltd(002183) ” and the securities code is “002183”.
The company currently holds the business license (Unified Social Credit Code: 91440300279398406u) issued by Shenzhen market supervision and administration on October 29, 2021. Its domicile is 2111, block a, Rongchao Binhai building, No. 2021, haixiu Road, n26, Haiwang community, Xin’an street, Bao’an District, Shenzhen. The legal representative is Zhou Guohui, The business scope is “general business items: Chinese Commerce (excluding restricted items); computer software and hardware development; enterprise management consulting; purchase and sales of gold, silver, K gold, platinum, palladium, diamonds, jewelry and other jewelry; import, export and purchase and sales of cosmetics; automobile sales; primary Shenzhen Agricultural Products Group Co.Ltd(000061) Purchase and sale of and other Chinese trade; Mechanical equipment leasing, computer and communication equipment leasing (excluding financial leasing items and other restricted items); Online trade, import and export business, supply chain management and related supporting services; Import, export, wholesale and sales of game consoles and accessories; Own property lease; Sales of food additives; Purchase and sale of chemical fertilizer; Purchase and sale of iron ore and nickel ore; Purchase and sale of feed additives and coal; Purchase and sale of copper concentrate; Purchase and sale of non-ferrous metal products; Purchase and sale of lubricating oil; Conference services; Sales of fitness equipment and rehabilitation equipment; Installation and after-sales service of fitness equipment and rehabilitation equipment (the above does not include the items prohibited by laws, administrative regulations and decisions of the State Council and requiring pre-approval, and the restricted items can be operated only after obtaining permission)., The licensed business items are: wholesale of prepackaged food (including refrigerated and frozen food) and dairy products (including infant formula milk powder); Wholesale, import and export of fuel oil, asphalt and shale oil and related supporting businesses (projects prohibited by laws, administrative regulations and decisions of the State Council and requiring pre-approval, and restricted projects can be operated only after obtaining permission); Wholesale and retail of alcohol; Sales of health food; Sales of formula food for special medical purposes; Purchase and sale of soybeans, rice and corn; Purchase and sale of natural gas; Operating telecommunications business. “
According to the business license, articles of association and instructions provided by the company and approved by our lawyers in the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./inde x. HTML). As of the issuance date of this legal opinion, the company has been established according to law and exists effectively.
(II) according to the company’s 2020 annual report, 2019 annual report, 2018 annual report, Dahua Shenzi [2021] No. 007402 Eternal Asia Supply Chain Management Ltd(002183) audit report issued by Dahua Certified Public Accountants (special general partnership), Dahua Hezi [2021] No. 004840 Eternal Asia Supply Chain Management Ltd(002183) internal control assurance report, the company’s instructions and the lawyers of this firm on the website of China Securities Regulatory Commission（ http://www.c
Audit reports expressing opinions;
2. The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by the certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, the company is a joint stock limited company legally established, effectively existing and listed on Shenzhen Stock Exchange, which meets the conditions for the implementation of equity incentive plan stipulated in the administrative measures and other relevant laws and regulations.
2、 Main contents of the plan
On February 23, 2022, the company held the 60th meeting of the sixth board of directors, deliberated and adopted the proposal on and its summary. The main contents of this plan are as follows:
(I) items specified in the plan
According to the stock option incentive plan (Draft), the items specified in the plan include the purpose and basic principles of implementing the plan, the management organization of the plan, the basis and scope of determining the incentive object, the source, quantity and distribution of stock options, the validity period of the incentive plan, authorization date, waiting period, vesting date, lock-out period The method of determining the exercise price and exercise price of stock options, the granting and exercise conditions of stock options, the adjustment methods and procedures of the plan, the accounting treatment of stock options, the implementation procedures of the plan, the respective rights and obligations of the company and incentive objects, the treatment of changes in the company / incentive objects, etc.
The exchange believes that the matters specified in this plan comply with the provisions of Article 9 of the administrative measures.
(II) specific contents of the plan
1. Stock source, quantity and distribution of the plan
(1) According to the stock option incentive plan (Draft), the source of the subject stock involved in this plan is the company’s directional issuance of RMB A-share common shares to the incentive object, which is in line with the provisions of Article 12 of the administrative measures.
(2) According to the stock option incentive plan (Draft), the total number of stock options to be granted to incentive objects in the plan is 77.91 million, accounting for about 3.00% of the total share capital of the company at the time of announcement of the plan. The shares of stock options involved in this plan are granted at one time, excluding reserved rights and interests. The above contents comply with the provisions of Article 9 (III) and Article 14 of the administrative measures.
(3) According to the stock option incentive plan (Draft), the distribution of granted stock options among incentive objects is shown in the table below:
The proportion of the granted shares to the total number (10000 copies) of the company’s share capital on the date of the announcement of the number of job options to be granted by the plan
1 Chen Weimin, vice chairman, 140 1.80% 0.05%
Vice General Manager
2 mo Jing, deputy general manager, 120 1.54% 0.05%
Chief financial officer
3 Xia Bin, deputy general manager, 80 1.03% 0.03%
Secretary of the board of directors
4 deputy general manager Li Cheng 100 1.28% 0.04%
5 Zhang Dongjie, deputy general manager 100 1.28% 0.04%
6 Fengwei deputy general manager 100 1.28% 0.04%
Middle and senior management and nuclear
Core personnel and the company
7 the board of Directors believes that incentives are needed 7151 91.79% 2.75%
Other personnel (total)
176 persons)
Total 7791 100% 3.00%
The shares of the company granted to any incentive object through all effective equity incentive plans shall not exceed 1% of the total share capital of the company.
The exchange believes that the distribution of stock options under the plan complies with the provisions of Article 9 (IV) and Article 14 of the administrative measures.
2. Validity period, grant date, waiting period, vesting date and subject stock lock up period of the plan (1) according to the stock option incentive plan (Draft), the validity period of the plan is no more than 48 months from the date of grant of stock options to the date of exercise or cancellation of all stock options granted to the incentive object, which is in line with Article 9 (V) of the administrative measures Article 13. (2) According to the stock option incentive plan, the authorization date shall be determined by the board of directors after the plan is deliberated and approved by the general meeting of shareholders of the company, and the authorization date must be the trading day. The company shall grant stock options and complete announcement, registration and other relevant procedures within 60 days after the deliberation and approval of the general meeting of shareholders. The company failed to
