Beijing Jindu (Guangzhou) law firm
About Eternal Asia Supply Chain Management Ltd(002183)
Adjustment and grant of stock option incentive plan in 2022
Legal opinion
To: Eternal Asia Supply Chain Management Ltd(002183)
Beijing Jindu (Guangzhou) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as “the company” or ” Eternal Asia Supply Chain Management Ltd(002183) “) as the special legal adviser of the company’s 2022 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, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – business handling of Shenzhen Stock Exchange and other laws Administrative regulations, departmental rules and other normative documents (hereinafter referred to as “laws and regulations”), the Eternal Asia Supply Chain Management Ltd(002183) articles of Association (hereinafter referred to as “articles of association”), and the Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan (Draft) (hereinafter referred to as “stock option incentive plan (Draft)”, This legal opinion is issued on the company’s adjustment of the list of incentive objects and the number of awards under the plan (hereinafter referred to as “this adjustment”) and the relevant matters involved in the implementation of the grant under the plan (hereinafter referred to as “this grant”).
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, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
China China only issued China’s views on the legal issues related to the current adjustment and the award. It only issued legal advice based on the existing laws and regulations in People’s Republic of 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 the Taiwan region of China, and does not issue legal opinions based on any law 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、 About this adjustment and the approval and authorization granted this time
1. On January 29, 2022, the board of directors of Shenzhen Investment Holding Co., Ltd. passed a resolution approving the stock option incentive plan (Draft).
2. On February 23, 2022, the 60th meeting of the sixth board of directors of the company deliberated and adopted the proposal on Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan (Draft) 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 requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan, Comply with the provisions of paragraph 1 of Article 34 of the administrative measures. 3. On February 23, 2022, the 44th meeting of the sixth board of supervisors of the company deliberated and approved the proposal on Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan (Draft) 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 verifying the list of incentive objects of the company’s 2022 stock option incentive plan.
4. On March 14, 2022, the company held the second extraordinary general meeting of shareholders in 2022, at which the proposal on Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan (Draft) and its summary, and the proposal on Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan implementation assessment management measures, were deliberated and adopted by special resolution Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan. Independent directors publicly solicited entrusted voting rights from all shareholders.
5. On March 23, 2022, the company held the 62nd meeting of the 6th board of directors, deliberated and approved the proposal on adjusting matters related to the 2022 stock option incentive plan and the proposal on granting stock options to the incentive objects of the 2022 stock option incentive plan. Among the incentive objects to be granted by the company, one incentive object no longer meets the incentive object qualification of the plan due to resignation, According to the relevant provisions of the stock option incentive plan (Draft) and the authorization of the company’s second extraordinary general meeting in 2022, the board of directors adjusted the number of incentive objects of the plan from 182 to 181. The shares originally planned to be granted to the incentive object were distributed and adjusted among other incentive objects except directors and senior managers. The total number of stock options granted in the plan remained unchanged at 77.91 million; It is determined that March 23, 2022 will be the authorization date of the plan, and 77.91 million stock options will be granted to 181 incentive objects of the plan.
On March 23, 2022, the independent directors of the company issued independent opinions, It is believed that: “(1) the company has performed the necessary review procedures for the adjustment of the list of incentive objects and the number of awards in this plan, which is in line with the management measures And the provisions on adjustment in the plan; This adjustment is within the scope of authorization of the board of directors by the second extraordinary general meeting of shareholders in 2022, and the adjustment procedure is legal and compliant; This adjustment does not harm the interests of the company and all shareholders. The independent directors agree that the company will adjust the list of incentive objects and the number of awards in this incentive plan. (2) According to the authorization of the company’s second extraordinary general meeting in 2022, the board of directors of the company determined that the authorization date of the plan is March 23, 2022, which complies with the management measures and other laws and regulations and the relevant provisions of the company’s plan on the authorization date, and the review procedure is legal and effective; The incentive objects granted stock options by the company in this plan meet the incentive object conditions specified in the management measures, meet the incentive object scope specified in this plan, and the subject qualification of incentive objects is legal and effective; The company is not prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan; Neither the company nor the incentive object is allowed to grant stock options. The company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to the incentive object, and the granting conditions specified in the company’s incentive plan have been met; The implementation of this plan by the company will help to further improve the corporate governance structure of the company, establish and improve the long-term incentive mechanism of the company, effectively combine the interests of shareholders, the interests of the company and the personal interests of the core team, and will not damage the interests of the company and all shareholders. The independent directors agree that the authorization date of the company’s incentive plan is March 23, 2022, and grant 77.91 million stock options to 181 eligible incentive objects at the price of RMB 5.49 per share. “
7. On March 23, 2022, the company held the 46th meeting of the sixth board of supervisors, deliberated and approved the proposal on adjusting matters related to the 2022 stock option incentive plan and the proposal on granting stock options to the incentive objects of the 2022 stock option incentive plan, The board of supervisors held that: “(1) the adjustment of the incentive objects and the number of grants meets the requirements of the plan and relevant laws and regulations, and there is no damage to the interests of shareholders. The adjusted incentive objects are the personnel determined in the 2022 stock option incentive plan approved by the company’s second extraordinary general meeting in 2022, which are in line with the management measures The conditions of incentive objects specified in laws, regulations and normative documents are legal and effective as the incentive objects of this incentive plan. The board of supervisors agrees that the company will adjust the list of incentive objects and the number of awards of this incentive plan. (2) Except that one employee leaves the company and no longer meets the incentive object qualification of the plan, the incentive object of the stock option granted this time is consistent with the incentive object specified in the stock option incentive plan (Draft) approved by the second extraordinary general meeting of the company in 2022; The incentive objects to be granted stock options this time have the qualifications specified in the company law, securities law and other laws, regulations, normative documents and the articles of association, meet the conditions of incentive objects specified in the administrative measures and other documents, there is no situation that they are not allowed to be incentive objects specified in Article 8 of the administrative measures, and there are no independent directors, supervisors Shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children. The subject qualification of the incentive object granted stock option this time is legal and effective, and meets the conditions for granting stock option; Neither the company nor the incentive objects granted this time are prohibited from implementing the equity incentive plan or granting stock options according to relevant laws and regulations, normative documents and the plan, and the conditions for the incentive objects to be granted stock options set in the plan have been met; The determination of the authorization date of the plan complies with the provisions on the authorization date in the administrative measures and the stock option incentive plan (Draft). The board of supervisors considered that the grant conditions stipulated in the plan had been fulfilled and agreed to grant 77.91 million stock options to 181 eligible incentive objects at the price of RMB 5.49/share on March 23, 2022. “
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for this adjustment and this grant at this stage, which is in line with the provisions of the administrative measures and the stock option incentive plan (Draft).
2、 Specific contents of this adjustment
According to the stock option incentive plan (Draft) and the resignation certificate provided by the company, among the 182 incentive objects originally determined in the plan, one incentive object no longer meets the incentive object qualification of the plan due to resignation.
According to the stock option incentive plan (Draft) and the authorization of the company’s second extraordinary general meeting in 2022 to the board of directors, on March 23, 2022, the company held the 62nd meeting of the sixth board of directors, deliberated and adopted the proposal on adjusting relevant matters of the stock option incentive plan in 2022, and the board of directors adjusted the number of incentive objects of the plan from 182 to 181, The shares originally intended to be granted to the incentive object shall be distributed and adjusted among other incentive objects except directors and senior managers. The total number of stock options granted under the plan remains unchanged at 77.91 million.
In conclusion, the exchange believes that the adjustment of the company complies with the provisions of the administrative measures and the stock option incentive plan (Draft).
3、 About the authorization date of this grant
The proposal of the extraordinary general meeting of the board of directors on the authorization of the company’s stock option plan to be held on February 14, 2022 was submitted to the extraordinary general meeting of the board of directors for deliberation and approval, and the relevant matters of the company’s stock option plan were approved on February 14, 2022.
On March 23, 2022, the company held the 62nd meeting of the sixth board of directors, deliberated and adopted the proposal on granting stock options to incentive objects of 2022 stock option incentive plan, and determined that the authorization date of this grant is March 23, 2022. The independent directors of the company believe that the authorization date complies with the relevant provisions on the authorization date in the administrative measures and the stock option incentive plan (Draft).
On March 23, 2022, the company held the 46th meeting of the sixth board of supervisors, deliberated and approved the proposal on granting stock options to incentive objects of 2022 stock option incentive plan, and agreed to determine the authorization date of this grant as March 23, 2022.
After verification by our lawyers, the authorization date granted this time is the trading day, and within 60 days after the stock option incentive plan (Draft) is deliberated and approved at the second extraordinary general meeting of the company in 2022 on March 14, 2022.
In conclusion, the exchange believes that the company’s determination of the authorization date of this grant complies with the provisions of the administrative measures and the stock option incentive plan (Draft)
