Shenzhen Value Online Information Technology Co., Ltd
about
Eternal Asia Supply Chain Management Ltd(002183)
2022 stock option incentive plan
Adjustment and grant
of
Independent financial advisor Report
March, 2002
catalogue
Chapter I interpretation 2 Chapter II statement 4 chapter III basic assumptions 5 chapter IV approval procedures of this incentive plan 6 Chapter V award of this incentive plan 8 I. details of this stock option Grant 8 II. Explanation on the difference between this grant and the incentive plan approved by the general meeting of shareholders Chapter VI description of the award conditions and achievements of this incentive plan 12. Conditions for granting stock options 12 II. Description of the board of directors on meeting the grant conditions 12 Chapter VII verification opinions of independent financial advisers fourteen
Chapter I interpretation
In this report, unless otherwise specified, the following abbreviations have the following meanings:
Interpretation item interpretation content
The company, the company, the listed company or Eternal Asia Supply Chain Management Ltd(002183) 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
Incentive plan (Draft) refers to Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan (Draft)
This report and the independent financial consultant's report of Shenzhen Value Online Information Technology Co., Ltd. on the adjustment and grant of stock option incentive plan of Shenzhen Eternal Asia Supply Chain Management Ltd(002183) notice supply chain Co., Ltd. in 2022
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 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
The articles of association refers to the Eternal Asia Supply Chain Management Ltd(002183) articles of association
The assessment management measures refer to the Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option plan
Management measures for implementation and assessment of 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 the independent financial advisor of 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) to provide the independent financial advisor's opinions for the reference of Eternal Asia Supply Chain Management Ltd(002183) all shareholders and all parties in accordance with the company law, securities law, administrative measures, regulatory guide No. 1 and other laws, regulations and normative documents.
1、 The documents and materials on which the independent financial adviser's report is based are provided by or publicly disclosed by Eternal Asia Supply Chain Management Ltd(002183) and 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 are true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2、 The independent financial adviser 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 method, whether it damages the interests of the company and its impact on the interests of shareholders, does not constitute any investment suggestions for Eternal Asia Supply Chain Management Ltd(002183) and does not bear any responsibility for the possible risks arising from any investment decisions made by investors 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 adviser 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、 Eternal Asia Supply Chain Management Ltd(002183) and the materials and information provided and publicly disclosed by 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 approval procedures of this incentive plan
1、 On February 23, 2022, the company held the 60th meeting of the 6th board of directors, deliberated and adopted the proposal on the company's 2022 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 stock option incentive plan, and the proposal on submitting 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 independent directors of the company expressed independent opinions on the incentive plan.
On the same day, the company held the 44th meeting of the sixth board of supervisors, deliberated and approved the proposal on the company's 2022 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 stock option incentive plan, and the proposal on verifying the list of incentive objects of the company's 2022 stock option incentive plan, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2、 On February 25, 2022, the company posted on cninfo (www.cn. Info. Com. CN.) Disclosed the report on the public solicitation of entrusted voting rights by independent directors. According to the entrustment of other independent directors of the company, Mr. Zhang Xiang, as the soliciter, solicited 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.
3、 From February 25, 2022 to March 6, 2022, the company publicized the list of proposed incentive objects of this incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection to the list of incentive objects of the company's incentive plan. On March 9, 2022, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the 2022 stock option incentive plan. 4、 On March 14, 2022, the company's second extraordinary general meeting of shareholders in 2022 deliberated and passed the proposal on the company's stock option incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's stock option incentive plan in 2022, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's stock option incentive plan in 2022. The incentive plan was approved by the second extraordinary general meeting of shareholders in 2022. The board of directors was authorized to determine the stock option authorization date, grant stock options to incentive objects when conditions are met, and handle all matters necessary for the grant of stock options. And in
On March 15, 2022, the self inspection report on the trading of the company's shares by insiders and incentive objects of the company's 2022 stock option incentive plan was disclosed.
5、 On March 23, 2022, the company held the 62nd meeting of the 6th board of directors and the 46th meeting of the 6th board of supervisors, deliberated and adopted the proposal on adjusting matters related to the 2022 stock option incentive plan and the proposal on granting stock options to incentive objects of the 2022 stock option incentive plan. According to the authorization of the company's second extraordinary general meeting of shareholders in 2022, the board of directors of the company adjusted the list of incentive objects and the number of grants of the incentive plan, determined that the authorization date of the incentive plan was March 23, 2022, and granted 77.91 million stock options to 181 eligible incentive objects at the price of 5.49 yuan / share. The independent directors expressed their independent opinions on the relevant proposals, and the board of supervisors issued verification opinions on the authorization date of the incentive plan and the list of incentive objects.
Chapter V award of this incentive plan
1、 Details of this stock option grant
(I) authorization date: March 23, 2021
(II) number of awards: 77.91 million
(III) number of persons granted: 181
(IV) exercise price: 5.49 yuan / share
(V) stock source: the company issues A-share common stock to the incentive object
(VI) the distribution of stock options granted among incentive objects is shown in the table below:
The shares granted account for the number of job options to be granted in the public name of the plan (10000 shares) and the total share capital on the date of stock option announcement
