Eternal Asia Supply Chain Management Ltd(002183)
Opinions of independent directors on relevant matters of the 60th meeting of the 6th board of directors
separate opinion
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association of Eternal Asia Supply Chain Management Ltd(002183) , we, as independent directors of Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as the “company”), carefully review the relevant materials of the company based on the position of independent judgment, prudence and responsibility, After listening to the explanation of the company’s management, he expressed the following independent opinions on the relevant matters deliberated and adopted at the 60th meeting of the sixth board of directors held by the company:
1、 Independent opinions of independent directors on Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan (Draft) and its summary
After review, we believe that:
1. The 2022 stock option incentive plan (Draft) of the company complies with the relevant requirements of laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies, the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling;
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies and other laws and regulations, and the company has the subject qualification to implement the equity incentive plan;
3. The proposed incentive objects of this incentive plan have the qualifications specified in the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws, regulations and normative documents as well as the articles of Association; There are no circumstances that may not be the incentive object specified in the measures for the administration of equity incentive of listed companies, which is in line with the scope of incentive objects specified in the company’s incentive plan, and its subject qualification as the incentive object of the company is legal and effective; 4. The formulation and review process of the company’s incentive plan comply with the provisions of 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; The granting arrangement, waiting period arrangement and exercise arrangement of stock options for each incentive object do not violate the provisions of relevant laws, regulations and normative documents, and do not infringe the interests of the company and all shareholders, especially minority shareholders;
5. The company has no plans and arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects;
6. The company’s implementation of equity incentive plan can further improve the company’s incentive and restraint mechanism, improve the salary assessment system, improve the company’s sustainable development ability, form a community of interests between managers and shareholders, improve management efficiency and managers’ enthusiasm, creativity and sense of responsibility, and ultimately help to improve the company’s performance, Ensure the realization of the company’s future development strategy and business objectives, and bring more efficient and lasting returns to shareholders; 7. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting on the relevant proposals 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 laws, regulations and normative documents, as well as the relevant provisions in the articles of association, and the non related directors shall deliberate and vote on the relevant proposals.
To sum up, we believe that this incentive plan of the company is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for outstanding talents, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects of the company’s incentive plan meet the conditions for becoming incentive objects specified in laws, regulations and normative documents. We unanimously agree that the company will implement the 2022 stock option incentive plan and agree to submit the proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions of independent directors on the administrative measures for the implementation and assessment of Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan
The company has formulated the assessment management measures for the implementation of stock option incentive plan in 2022 for this incentive plan, and established the corresponding assessment system and incentive and restraint mechanism to ensure the implementation of this incentive plan. The indicators of the company’s equity incentive plan are divided into two levels: company level performance appraisal and individual level performance appraisal.
The performance evaluation indicators at the company level fully consider the comprehensive influence of historical factors, industry status and future development planning, and give consideration to the incentive effect, which can reflect the profitability and growth of the company. In addition to the performance appraisal at the company level, a strict performance appraisal system is also set up for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the exercise conditions according to the performance evaluation results of the incentive object.
To sum up, we believe that the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, and the setting of assessment indicators is scientific and reasonable, which is conducive to promoting the competitiveness of the company. At the same time, it has a restrictive effect on Incentive objects, and can achieve the assessment purpose of the incentive plan. We unanimously agree to the management measures for the implementation and assessment of 2022 stock option incentive plan formulated by the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions of independent directors on the guarantee provided by the company for seven subsidiaries to apply for credit lines from affiliated companies
We believe that the seven subsidiaries of the company are 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. applied for the credit line from the affiliated company Shenzhen hi tech Investment Group Co., Ltd. in order to meet the daily operating capital needs of the seven subsidiaries, which is conducive to the steady operation and sustainable development of the subsidiaries, and there is no damage to the interests of the company and other small and medium-sized shareholders. This connected transaction complies with the requirements of laws and regulations, the voting procedures of the board of directors of the company comply with relevant laws, regulations, normative documents and the articles of association, and the connected directors avoided voting.
To sum up, we unanimously agree on the above related party transactions and submit relevant matters to the general meeting of shareholders for deliberation.
4、 Independent opinions of independent directors on the guarantee provided by the company for affiliated companies
We believe that the guarantee provided by the company for the affiliated company Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. to apply for working capital loan is based on the normal business development needs of the affiliated company and the normal responsibilities that the company should perform as its shareholders, which reflects the company’s support for the business development of the affiliated company and is conducive to its better business development. The deliberation and voting procedures of the board of directors of the company comply with the provisions of relevant laws and regulations, and the affiliated companies will provide corresponding counter guarantees to the company for this guarantee. This guarantee does not damage the interests of the company and all shareholders, especially the minority shareholders, and complies with the provisions of relevant laws, regulations and the articles of association.
To sum up, we unanimously agree to the above related guarantee matters of the company and agree to submit the related guarantee matters to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions of independent directors on the guarantee provided by the company for joint-stock companies
We believe that the company’s guarantee for the joint-stock company Sichuan high investment Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. to apply for credit line from relevant banks is based on the normal business development needs of the joint-stock company and the normal responsibilities of the company as its shareholders, which reflects the company’s support for the business development of the joint-stock company and is conducive to the joint-stock company’s better business development.
The deliberation and voting procedures of the board of directors of the company comply with the provisions of relevant laws and regulations, involving the company’s undertaking some guarantee obligations on behalf of minority shareholders. The company has taken risk control measures to allow minority shareholders to provide re guarantee to the company. There is no situation that damages the interests of the company and all shareholders of the company, especially minority shareholders, and complies with relevant laws and regulations Regulations and the articles of association. We agree to the above guarantee of the company and submit it to the general meeting of shareholders for deliberation.
6、 Independent opinions of independent directors on the estimated amount of daily connected transactions between the company and its subsidiaries and affiliated companies in 2022
We believe that the board of directors of the company has reviewed the estimated amount of daily connected transactions between the company, its subsidiaries and its affiliated company Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. in 2022, and the decision-making procedures of the board of directors are legal and effective, in line with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws, regulations and the articles of association. The estimated price of daily connected transactions is based on the market price and determined by both parties through full negotiation. The pricing principle is reasonable and fair, and there is no situation that damages the interests of the company and all shareholders of the company, especially the minority shareholders. The estimated amount of this daily connected transaction meets the needs of the company’s daily operation and development and is conducive to the company’s long-term development. Therefore, we agree to the estimated amount of this daily connected transaction and submit it to the general meeting of shareholders of the company for deliberation.
Independent directors: Li Luoli, Zhang Xiang, Zhang Shunhe and Bi Xiaoting February 24, 2022
