Securities code: 002183 securities abbreviation: Eternal Asia Supply Chain Management Ltd(002183) Eternal Asia Supply Chain Management Ltd(002183)
2022 stock option incentive plan
(Draft) summary
Eternal Asia Supply Chain Management Ltd(002183)
February, 2002
statement
The board of directors, the board of supervisors and all directors and supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1、 The Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan”, “this incentive plan” or “this plan”) is issued by Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as ” Eternal Asia Supply Chain Management Ltd(002183) ” or “the company”, “the company”) 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”) and other relevant laws, administrative regulations, normative documents, as well as the Eternal Asia Supply Chain Management Ltd(002183) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
2、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the management measures: (I) the financial and accounting report of the most recent fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant;
(II) the internal control of the financial report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
3、 The incentive objects participating in the incentive plan comply with the provisions of Article 8 of the administrative measures, and there are no following circumstances that may not become incentive objects:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
4、 The incentive form adopted in this incentive plan is stock option, and its stock source is the company’s directional issuance of RMB A-share common shares to the incentive object.
5、 The total number of stock options to be granted to the incentive objects in the incentive plan is 77.91 million, and the subject stock involved is RMB A-share common stock, accounting for about 3.00% of the total share capital of the company at the time of announcement of the incentive plan. The shares of stock options involved in this incentive plan are granted at one time, excluding reserved rights and interests.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company. The cumulative shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends or the splitting, reduction and allotment of shares, the number of stock options will be adjusted accordingly.
6、 The total number of incentive objects granted by the plan is 182, including the company’s directors, senior managers, middle and senior managers and core backbone personnel, as well as other personnel that the company’s board of directors deems necessary for incentive, excluding independent directors, supervisors, foreign employees, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents Children.
7、 The exercise price of the stock options granted under the plan is 5.49 yuan / share. When the exercise conditions are met, each stock option granted to the incentive object has the right to purchase one share of the company’s shares at the exercise price during the exercise period.
During the period from the date of announcement of the plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, the allotment of shares and the distribution of dividends, the exercise price of stock options will be adjusted accordingly.
8、 The validity period of the plan is 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 shall not exceed 48 months at most.
9、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company. Within 60 days from the date of deliberation and approval of the plan by the general meeting of shareholders, the company will convene the board of directors in accordance with relevant regulations to grant stock options to incentive objects, and complete registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure, announce the termination of the implementation of the plan, and the stock options not granted shall become invalid. According to the administrative measures, the period during which rights and interests cannot be granted shall not be counted within 60 days.
10、 The company promises not to provide loans or any other form of financial assistance to the incentive object in accordance with the relevant stock option exercise of the incentive plan, including providing guarantee for its loans.
11、 All incentive objects of the company promise that if they do not comply with the arrangement of granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from this incentive plan to the company.
12、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and basic principles of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V specific contents of equity incentive plan seven
1、 Source, quantity and distribution of stock options seven
2、 The validity period, authorization date, waiting period, vesting date and lock up period of the incentive plan eight
3、 The exercise price of stock options and the determination method of exercise price ten
4、 Conditions for granting and exercising stock options ten
5、 Adjustment methods and procedures of this incentive plan fourteen
6、 Accounting treatment of stock options Chapter VI handling of changes in the company / incentive object 19 Chapter VII Supplementary Provisions twenty-three
Chapter I interpretation
In this incentive plan, the following terms and expressions are interpreted as follows:
Explanatory item refers to the explanatory content
The company, the company and the listed company refer to Eternal Asia Supply Chain Management Ltd(002183) company or Eternal Asia Supply Chain Management Ltd(002183)
Equity incentive plan and this incentive plan refer to Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan and this plan
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
Total share capital refers to the total issued share capital of the company when the plan is considered and approved by the general meeting of shareholders of the company
The directors, senior managers and incentive objects of the company who obtain stock options in this incentive plan refer to senior managers and core backbone personnel, as well as other personnel deemed necessary by the board of directors of the company
The validity period refers to the period from the date of stock option authorization to the date when the stock option granted to the incentive object is exercised or cancelled
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The waiting period refers to the period between the stock option authorization date and the stock option vesting date
The incentive object exercises the stock options it owns according to the plan. The exercise of rights in the plan refers to the incentive object’s purchase of the underlying shares according to the conditions set in the plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the plan
General meeting means the general meeting of shareholders of the company
Board of directors means the board of directors of the company
Remuneration Committee refers to the Remuneration Committee under the board of directors
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Regulatory guide No. 1 refers to the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling
Articles of association means the Eternal Asia Supply Chain Management Ltd(002183) articles of association
Assessment management measures refer to the assessment management measures for the implementation of Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation and securities depository and Clearing Corporation refer to the depository and clearing institution of Shenzhen Branch of China Securities Depository and Clearing Corporation
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Note: 1. The financial data and financial indicators quoted in the draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified.
2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter II purpose and basic principles of the incentive plan
The plan is formulated in accordance with the company law, securities law, administrative measures, regulatory guide No. 1 and other relevant laws, administrative regulations and normative documents, as well as the provisions of the articles of association.
1、 Purpose of this incentive plan
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, Make all parties pay attention to the long-term development of the company. On the premise of fully protecting the interests of shareholders, this plan is formulated in accordance with the principle of reciprocity between income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the regulatory Guide No. 1 and the provisions of the articles of association. 2、 Principles for formulating this incentive plan
(I) adhere to the consistency of the interests of shareholders, the company and employees, which is conducive to the sustainable development of the company;
(II) adhere to the combination of incentives and constraints, and the symmetry of risks and benefits;
(III) adhere to legal norms, openness and transparency, and follow the provisions of relevant laws and regulations and the articles of Association; (IV) insist on proceeding from reality, step by step and constantly improve.
Chapter III Management Organization of the incentive plan
1、 As the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and termination of the plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the plan within its authority.
2、 The board of directors is the executive management organization of the plan and is responsible for the implementation of the plan. The Remuneration Committee under the board of directors is responsible for formulating and revising the plan and submitting it to the board of directors for deliberation. After the plan is reviewed and approved by the board of directors, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the plan within the scope authorized by the general meeting of shareholders. 3、 The board of supervisors and independent directors are the supervisory bodies of the plan and shall express their opinions on whether the plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders. The board of supervisors shall supervise whether the implementation of the plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange, and be responsible for reviewing the list of incentive objects. Independent directors will solicit proxy voting rights from all shareholders of the plan.
4、 The company was deliberated and approved at the general meeting of shareholders
