Shenzhen Value Online Information Technology Co., Ltd
about
Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan (Draft)
of
Independent financial advisor Report
February, 2002
catalogue
Chapter I interpretation 2 Chapter II statement 4 chapter III basic assumptions 5 chapter IV main contents of this incentive plan 6 I. incentive tools and stock sources 6 2. Number of underlying shares to be granted 6 III. scope and distribution of incentive objects 6 IV. relevant schedule of this incentive plan 7 v. the exercise price of stock options and the determination method of exercise price Vi. conditions for granting and exercising stock options 10 VII. Other contents of the incentive plan Chapter V opinions of independent financial advisers 15 I. verification opinions on the feasibility of equity incentive plan 15 II. Verification opinions on the pricing method of the award price of this incentive plan 17 III. financial opinions on the implementation of equity incentive plan of the company 18 IV. opinions on the rationality of the company’s performance appraisal system and appraisal methods 19 v. verification opinions on whether the incentive plan is conducive to the sustainable development of the company Vi. verification opinions on whether the incentive plan damages the interests of the company and all shareholders 20 VII. Other matters that should be explained Chapter VI documents and places for future reference 23 I. list of documents for future reference 23 II. Location of documents for future reference twenty-three
Chapter I interpretation
In this report, unless otherwise specified, the following abbreviations have the following meanings:
Interpretation item interpretation content
The company, the company, listed company or refers to Eternal Asia Supply Chain Management Ltd(002183) Eternal Asia Supply Chain Management Ltd(002183) equity incentive plan, and this incentive plan refers to Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan and this plan
Incentive plan (Draft) refers to the Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan (Draft)
This report and the independent financial consultant report of Shenzhen Value Online Information Technology Co., Ltd. on the 2022 stock option incentive plan (Draft) of Shenzhen Eternal Asia Supply Chain Management Ltd(002183) reporting supply chain Co., Ltd
Independent financial consultant and value online refers to Shenzhen Value Online Information Technology Co., Ltd
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 middle and senior managers and core backbone personnel, as well as other personnel that the board of directors of the Company deems necessary to be encouraged
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 its own stock options according to the plan. Exercise refers to the exercise of rights in the plan, that is, the incentive object purchases the underlying shares according to the conditions set in the plan
The exercisable date refers to the date on which the incentive object can start exercising its rights. 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 settlement 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 independent financial consultant’s report 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 independent financial adviser’s report, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding.
Chapter II declaration
Value online is entrusted to act as an independent financial consultant for the Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan and issue this report. The independent financial advisor’s report is based on the relevant information provided by Eternal Asia Supply Chain Management Ltd(002183) in accordance with the provisions of laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the regulatory guide No. 1, for the reference of all shareholders and parties of Eternal Asia Supply Chain Management Ltd(002183) .
1、 The documents and materials on which the independent financial adviser’s report is based are provided by Eternal Asia Supply Chain Management Ltd(002183) or publicly disclosed for it. Eternal Asia Supply Chain Management Ltd(002183) has assured the independent financial adviser that the relevant information about the incentive plan and the relevant information publicly disclosed provided by Eternal Asia Supply Chain Management Ltd(002183) are true, accurate and complete, and that such information is free from false records, misleading statements or major omissions.
2、 The independent financial advisor only gives opinions on the feasibility of this incentive plan, whether it is conducive to the sustainable development of the company, the rationality of relevant pricing basis and pricing methods, whether it damages the interests of the company and its impact on the interests of shareholders, and does not constitute any investment suggestions for Eternal Asia Supply Chain Management Ltd(002183) , The independent financial adviser shall not be liable for the risks that may arise from any investment decision made by the investor according to this report.
3、 The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor’s report and make any explanation or explanation to the report.
4、 The independent financial consultant requests all shareholders of the company to carefully read the relevant information about the incentive plan such as the Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan (Draft) publicly disclosed by the company.
5、 Based on diligence, prudence and due diligence to all shareholders of the company, and following the principles of objectivity and impartiality, the independent financial advisor conducted in-depth investigation on the matters involved in the incentive plan and effectively communicated with relevant personnel of the company. On this basis, the independent financial advisor has issued this report and is responsible for the authenticity, accuracy and completeness of this report.
Chapter III basic assumptions
The opinions expressed in this independent financial adviser’s report are based on the following assumptions:
1、 There are no significant changes in the current relevant national laws, regulations and policies, the national policies and market environment of the company’s industry, and the social and economic environment of the company’s region;
2、 The materials and information provided and publicly disclosed by Eternal Asia Supply Chain Management Ltd(002183) and relevant parties are true, accurate and complete; 3、 There are no other obstacles to this incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
4、 All parties involved in the implementation of the incentive plan can abide by the principle of honesty and trustworthiness and fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements;
5、 There are no significant adverse effects caused by other force majeure and unpredictable factors.
Chapter IV main contents of this incentive plan
Eternal Asia Supply Chain Management Ltd(002183) this incentive plan is prepared by the Remuneration Committee under the board of directors of the company. It has been deliberated and approved by the 60th meeting of the sixth board of directors of the company and needs to be deliberated by the general meeting of shareholders of the company. The main contents are as follows:
1、 Incentive instruments and stock sources
The incentive tool adopted in this incentive plan is stock option. The stock source is the company’s A-share common stock issued to the incentive object.
2、 Number of underlying shares to be granted
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.
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.
3、 Scope and distribution of incentive objects
(I) scope of incentive objects
The total number of incentive objects to be granted in the incentive plan is 182, including:
1. Directors and senior managers of the company;
2. Middle and senior managers of the company;
3. Key personnel;
4. Other personnel deemed necessary by the board of directors of the company.
The above incentive objects do not include 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 and children, nor do they include persons who are not suitable to be incentive objects according to Article 8 of the management measures.
Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company (including branches / subsidiaries) and sign labor contracts or employment contracts when the company grants rights and interests and within the assessment period of this incentive plan.
(II) distribution of incentive objects
The distribution of stock options granted by the incentive plan among incentive objects is shown in the table below:
The proportion of the granted shares in the number of job options in the name of the company to be granted by the plan (10000 shares of the total shares on the total notice date of stock options)
Chen Weimin, vice chairman and deputy general manager 140 1.80% 0.05%
Mo Jing, deputy general manager and chief financial officer 120 1.54% 0.05%
Xia Bin, deputy general manager and Secretary of the board of directors 80 1.03% 0.03%
Li Cheng, deputy general manager 100 1.28% 0.04%
Zhang Dongjie, deputy general manager 100 1.28% 0.04%
Fengwei deputy general manager 100 1.28% 0.04%
in
