Securities code: 002183 securities abbreviation: Eternal Asia Supply Chain Management Ltd(002183) Announcement No.: 2022-013 Eternal Asia Supply Chain Management Ltd(002183)
Report on public solicitation of entrusted voting rights by independent 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.
important clause
1. This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter, Mr. Zhang Xiang, meets the solicitation conditions specified in Article 90 of the securities law of the people’s Republic of China, Article 31 of the rules for the general meeting of shareholders of listed companies and Article 3 of the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies;
2. As of the disclosure date of this announcement, the collector does not hold shares of the company.
According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the entrustment of other independent directors of Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as ” Eternal Asia Supply Chain Management Ltd(002183) ” or “the company”), As the collector, Mr. Zhang Xiang, an independent director, collected voting rights from all shareholders of the company on the proposals related to the equity incentive plan considered at the second extraordinary general meeting of the company in 2022. China Securities Regulatory Commission, Shenzhen Stock Exchange and other government departments have not expressed any opinions on the authenticity, accuracy and completeness of the contents described in this report, and are not responsible for the contents of this report. Any statement to the contrary is a false statement.
1、 Statement of the collector
The collector only collects the entrusted voting rights of shareholders for the relevant matters to be considered at the second extraordinary general meeting of shareholders in 2022 to be held on March 14, 2022, and prepares and signs this report. The solicitor guarantees that there are no false records, misleading statements or major omissions in this solicitation report, and shall bear separate and joint legal liabilities for its authenticity, accuracy and completeness; We guarantee that we will not use this solicitation of voting rights to engage in securities fraud such as insider trading and market manipulation.
The solicitation of entrusted voting rights was publicly conducted free of charge, and was announced on the information disclosure media designated by the CSRC, such as China Securities Journal, securities times, Shanghai Securities News and the website cninfo. This solicitation is entirely based on the responsibilities of the soliciter as an independent director, and the information released is free of false and misleading statements.
The solicitation of proxy voting rights has been approved by other independent directors of the company, and I have signed this report. The performance of this report will not violate or conflict with any provisions of laws and regulations, the articles of association or the company’s internal system.
2、 Basic information of the company and matters of this solicitation
(I) basic information
Chinese Name: Eternal Asia Supply Chain Management Ltd(002183)
English Name: Eternal Asia Supply Chain Management Ltd
Registered address: 2111, block a, Rongchao Binhai building, No. 2021, haixiu Road, n26 District, Haiwang community, Xin’an street, Bao’an District, Shenzhen
Listing time: November 13, 2007
Listed exchange: Shenzhen Stock Exchange
Stock abbreviation: Eternal Asia Supply Chain Management Ltd(002183)
Stock Code: 002183
Legal representative: Zhou Guohui
Secretary of the board of directors: Xia Bin
Contact address: Building 1, supply chain integration logistics center, No. 3 Eternal Asia Supply Chain Management Ltd(002183) LiLang Road, Nanwan street, Longgang District, Shenzhen, Guangdong Province
Postal Code: 518114
Tel: 0755-88393181
Fax: 0755-83290734-3172
Company email: [email protected].
Company website: http://www.eascs.com.
(II) collection items
The soliciter will publicly solicit the entrusted voting rights from all shareholders of the company on the following proposals considered at the second extraordinary general meeting of shareholders in 2022:
Proposal 1. Proposal on the company’s 2022 stock option incentive plan (Draft) and its summary proposal 2. Proposal on the measures for the implementation and assessment of the company’s 2022 stock option incentive plan
Proposal 3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle relevant matters related to the 2022 stock option incentive plan
3、 Basic information of this shareholders’ meeting
For details about the convening of this general meeting of shareholders, please refer to China Securities News, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the notice of convening the second extraordinary general meeting of shareholders in 2022.
4、 Basic information of the recruiter
(I) the current independent director of the company, Mr. Zhang Xiang, is the person soliciting voting rights. The basic information is as follows:
Mr. Zhang Xiang, Chinese nationality, majored in economic management at the Party School of the CPC Central Committee, bachelor degree. From September 2009 to now, he has served as senior partner and practicing lawyer of Beijing Dacheng (Shenzhen) law firm; From June 22, 2016 to now, he has served as Eternal Asia Supply Chain Management Ltd(002183) independent director.
(II) the collector has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
(III) the collector and its main immediate family members have not reached any agreement or arrangement on matters related to the equity of the company; As an independent director of the company, he has no interest relationship with the directors, senior managers, major shareholders and their affiliates of the company and with this solicitation.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the 60th meeting of the sixth board of directors held on February 23, 2022, And voted in favor of the proposal on and its summary, the proposal on < Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan implementation assessment management measures ", and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 stock option incentive plan. The collector, as an independent director, expressed his independent opinions on the company's stock option incentive plan. 6、 Solicitation scheme
In accordance with the current laws, administrative regulations and normative documents of China and the provisions of the articles of association, the collector has formulated the plan for the solicitation of voting rights, which is as follows:
(I) solicitation object: all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of March 7, 2022.
(II) solicitation time: March 9, 2022 (9:30 a.m. to 11:30 p.m. and 13:30 p.m. to 17:30 p.m.) (III) solicitation method: open in the information disclosure media designated by the CSRC, such as China Securities Journal, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) A notice was issued on the to solicit voting rights.
(IV) collection procedures and steps:
1. If the solicitation object decides to entrust the soliciter to vote, it shall fill in the power of attorney for public solicitation of voting rights of independent directors (hereinafter referred to as the “power of attorney”) item by item according to the format and content determined in the annex to this report. 2. Submit the power of attorney and other relevant documents signed by me to the office of the board of directors of the company entrusted by the collector (the power of attorney and other relevant documents will be signed and received by the office of the board of directors of the company for the collection of voting rights):
(1) The legal person shareholder must provide the following documents (please affix the official seal of the legal person shareholder and the signature of the legal representative on all the following documents):
① A copy of the current valid business license of the legal person;
② Copy of ID card of legal representative;
③ The original of the power of attorney (signed by the legal representative; if it is signed by someone authorized by the legal representative, the power of attorney and relevant notarial documents authorized by the legal representative to sign the power of attorney must be provided at the same time); ④ Copy of corporate shareholder account card.
(2) Individual shareholders must provide the following documents (please sign all documents in person):
① A copy of the shareholder’s ID card;
② Copy of shareholder account card;
③ The original of the power of attorney signed by the shareholder (signed by me; if it is signed by someone authorized by me, the power of attorney and relevant notarial documents authorizing others to sign the power of attorney must be provided at the same time).
3. After the entrusted voting shareholders have prepared relevant documents according to the requirements of point 2 above, they shall deliver the power of attorney and relevant documents by personal delivery, registered letter or express mail within the collection time, and deliver them at the address specified in this report; If registered mail or express mail is adopted, the date stamped by the post office at the place of arrival shall prevail. The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Address: floor 3, building 1, supply chain integrated logistics center Eternal Asia Supply Chain Management Ltd(002183) No. 3, LiLang Road, Nanwan street, Longgang District, Shenzhen
Attention: Eternal Asia Supply Chain Management Ltd(002183) Securities Affairs Department
Tel: 0755-88393181
Fax: 0755-83290734-3172
Postal Code: 518114
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and indicate “power of attorney for independent directors to solicit voting rights” in a prominent position.
4. The witness lawyer shall confirm the valid vote: the witness lawyer of the law firm hired by the company will conduct formal review on the documents listed above submitted by corporate shareholders and individual shareholders. The valid authorization confirmed by the audit will be submitted to the collector by the witness lawyer.
(V) after the documents submitted by the entrusted voting shareholders are delivered, the authorized entrustment that meets all the following conditions will be confirmed as valid:
1. The power of attorney and relevant documents have been delivered to the designated place in accordance with the requirements of the collection procedure of this report;
2. Submit the power of attorney and relevant documents within the solicitation time;
3. The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this report, and the content of the authorization is clear, and the relevant documents submitted are complete and effective;
4. The power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders.
(VI) if the shareholder entrusts his / her voting rights to the soliciter repeatedly, but the contents of the authorization are different, the power of attorney signed by the shareholder last time is valid. If the signing time cannot be judged, the power of attorney received last is valid.
(VII) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy.
(VIII) in case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following methods:
1. After the shareholder entrusts the voting right of the solicitation matters to the solicitor, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will recognize that its authorization to the solicitor will automatically become invalid;
2. If the shareholder attends in person or entrusts the voting right of the solicitation to someone other than the solicitor to register and attend the meeting, and expressly revokes the authorization to the solicitor in writing before the deadline of on-site meeting registration, the solicitor will recognize that its authorization to the solicitor will automatically become invalid;
3. The shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and choose one of the consent, objection and waiver. If more than one is selected or not selected, the soliciter will deem its authorization invalid.
It is hereby announced.
Annex: power of attorney for public solicitation of voting rights of independent directors
Collected by: Zhang Xiang February 24, 2022 attachment:
Eternal Asia Supply Chain Management Ltd(002183)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that before signing this power of attorney, I / we have carefully read the full text of the report on public solicitation of entrusted voting rights by Eternal Asia Supply Chain Management Ltd(002183) independent directors prepared and announced by the collector for this solicitation of voting rights, the announcement on the notice of convening the second extraordinary general meeting in 2022 and other relevant documents, We have fully understood the relevant conditions of this solicitation of voting rights.
Before the registration of the on-site meeting, I / the company has the right to withdraw the authorization of the collector under this power of attorney or modify the content of this power of attorney at any time according to the procedures determined in the report on voting rights solicitation of independent directors.
As the authorized principal, I / the company hereby authorize Mr. Zhang Xiang, an independent director of Eternal Asia Supply Chain Management Ltd(002183) to attend the second extraordinary general meeting of shareholders in Eternal Asia Supply Chain Management Ltd(002183) 2022 as my / the company’s agent, and exercise the right to vote on the matters considered at the following meeting according to the instructions of this power of attorney.
My / our company’s voting opinions on this solicitation of voting rights:
No. of proposal name of proposal agree against abstain
Proposal 1 on < Eternal Asia Supply Chain Management Ltd(002183) 2022