Securities code: Eternal Asia Supply Chain Management Ltd(002183) securities abbreviation: Eternal Asia Supply Chain Management Ltd(002183) Announcement No.: 2022033 Eternal Asia Supply Chain Management Ltd(002183)
Announcement on granting stock options to incentive objects of 2022 stock option incentive plan
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
Equity incentive method: Stock Option
Stock option authorization date: March 23, 2022
Number of stock options granted: 77.91 million
The conditions for granting stock options stipulated in the stock option incentive plan (Draft) of Eternal Asia Supply Chain Management Ltd(002183) 2022 (hereinafter referred to as the "incentive plan" and "incentive plan (Draft)") have been fulfilled. According to the authorization of the board of directors by the second interim general meeting of shareholders of Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as the "company") in 2022, The company held the 62nd meeting of the 6th board of directors and the 46th meeting of the 6th board of supervisors on March 23, 2022, deliberated and adopted the proposal on granting stock options to incentive objects of 2022 stock option incentive plan, and agreed to grant 77.91 million stock options to 181 eligible incentive objects at the price of 5.49 yuan / share on March 23, 2022. The relevant matters are explained as follows:
1、 Brief description of the incentive plan and relevant approval procedures performed
(I) brief description of this incentive plan
1. Equity incentive method: Stock Option
2. Source of underlying stock: the company issues A-share common stock to the incentive object.
3. Number of stock options granted: the total number of stock options to be granted to incentive objects in this 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 this incentive plan. The shares of stock options involved in this incentive plan are granted at one time, excluding reserved rights and interests.
4. Incentive objects: the total number of incentive objects to be granted in this incentive plan is 182, including directors, senior managers, middle and senior managers and core backbone personnel of the company, as well as other personnel deemed necessary by the board of directors of the company, excluding independent directors, supervisors, foreign employees, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. The specific distribution is as follows:
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%
Middle and senior managers, core backbone personnel and public
Other personnel that the board of directors of the Company deems necessary to be encouraged (total 715191.79% 2.75%)
176 persons)
Total 7791100.00% 3.00%
Note: (1) the shares of the company granted by any of the above incentive objects through the equity incentive plan within the whole validity period do not exceed 1% of the total share capital of the company. The total number of underlying shares involved in the incentive plan within the whole validity period of the company does not exceed 10% of the total share capital of the company.
(2) The incentive objects of this incentive plan do not include independent directors, supervisors, foreign employees, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
(3) Ms. Zhou Lihong, the incentive object, serves as the senior management of the company and has a brother sister relationship with Mr. Zhou Guohui, the chairman of the company; Mr. Zhou Guocheng, the incentive object, serves as the core backbone of the company and has a brotherly relationship with Mr. Zhou Guohui, the chairman of the company. As an associated director, Mr. Zhou Guohui and his persons acting in concert will abstain from voting at the board of directors and shareholders' meeting to consider the incentive plan and related matters.
(4) If the number of shares granted by the company to the incentive object is adjusted by 1.00% of the total equity of the incentive object directly or voluntarily, the incentive object will not be given up within the effective period of the incentive plan due to the reason of the company's resignation. However, the number of shares granted by the board of directors will not exceed 1.00% of the total equity of the incentive object. The actual number of awards granted to incentive objects shall be determined according to the actual number of subscriptions within the scope of the number granted in this incentive plan.
(5) If there is any difference in the mantissa between the sum of the above total data and each detailed data, it is caused by rounding.
5. Exercise price of stock option: the exercise price of the stock option granted to the incentive object in this incentive plan is 5.49 yuan / share, that is, after meeting the exercise conditions, each stock option granted to the incentive object can purchase one A-share common stock of the company at the price of 5.49 yuan.
6. Validity period, waiting period and exercise arrangement of the incentive plan
(1) Period of validity
The validity period of this incentive plan shall be no more than 48 months from the date of authorization of stock options to the date of exercise or cancellation of all stock options granted to the incentive object.
(2) Waiting period
The time period between the authorization date of stock option and the exercise date of stock option is the waiting period. Different waiting periods are applicable to the stock options granted to the incentive object, which are 12 months, 24 months and 36 months respectively from the authorization date.
During the waiting period, the stock options granted to the incentive object shall not be transferred, used to guarantee or repay debts.
(3) Exercise arrangement
After the incentive plan is approved by the general meeting of shareholders, the stock options granted can be exercised after 12 months from the date of authorization. The exercisable date must be a trading day, but may not be exercised within the following periods:
① Within 30 days before the announcement of the company's annual report and semi annual report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
② Within 10 days before the announcement of the company's quarterly report, performance forecast and performance express;
③ From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
The above "major events" are transactions or other major events that the company should disclose in accordance with the provisions of the stock listing rules of Shenzhen Stock Exchange.
④ Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
The exercise period of stock options granted by the incentive plan and the exercise schedule of each period are shown in the table below:
Exercise arrangement exercise time exercise proportion
The first exercise period starts from the first trading day after 12 months from the date of authorization to 24 40% from the date of authorization
Ending on the last trading day of the month
The second exercise period starts from the first trading day after 24 months from the date of authorization to 36.30% from the date of authorization
Ending on the last trading day of the month
The third exercise period starts from the first trading day after 36 months from the date of authorization to 48.30% from the date of authorization
Ending on the last trading day of the month
7. Performance assessment requirements:
(1) Company level performance assessment requirements
The assessment year corresponding to the exercise of stock options granted in the incentive plan is three fiscal years from 2022 to 2024, and the assessment is conducted once in each fiscal year. Meeting the performance assessment goal is one of the exercise conditions of the incentive object in the current year. The performance assessment objectives at the company level are shown in the table below:
Performance assessment objectives during the exercise period
In the first exercise period, the net profit of the company in 2022 shall not be less than 600 million yuan; Non recurring profit shall not exceed net profit
30% moist
In the second exercise period, the net profit of the company in 2023 shall not be less than 800 million yuan; And the non recurring income shall not exceed the net profit
30% moist
In the third exercise period, the net profit of the company in 2024 shall not be less than 1 billion yuan; And the non recurring income shall not exceed the net income
30% of profit
Note: the above net profit indicators are calculated based on the net profit attributable to the shareholders of the listed company after excluding the impact of the share based payment expenses involved in all the equity incentive plans of the company within the validity period.
When the exercise conditions of stock option are met, the incentive object can exercise in accordance with the provisions of this incentive plan, and the company will handle the exercise matters for the incentive object who meets the exercise conditions. If the company's current performance level fails to meet the above performance assessment objectives during each exercise period, the stock options of all incentive objects that plan to exercise in the current year shall not be exercised and shall be cancelled by the company.
(2) Performance appraisal requirements at individual level
The individual performance appraisal of the incentive object is carried out in accordance with the appraisal management measures. The individual performance appraisal results of the incentive object are divided into four grades: excellent (a), good (b), qualified (c) and unqualified (d). The exercise proportion is determined according to the following table:
Excellent performance appraisal results (a) good (b) qualified (c) unqualified (d)
Individual assessment exercise proportion 100% 0%
The incentive object can only obtain the qualification of exercise when the performance assessment year corresponding to the exercise period and the spot assessment grade of the post at the time of exercise is above qualified. If the incentive object fails to pass the assessment, the stock options granted during the corresponding exercise period but not yet exercised shall not be exercised and shall be cancelled by the company.
After the achievement of performance assessment objectives at the company level, the actual exercise amount of the incentive object in the current period = the planned exercise amount of the incentive object in the current period × Exercise proportion of individual assessment.
If the stock option of the incentive object that can be exercised in the current period cannot be exercised due to assessment reasons, it shall be invalid and cannot be deferred to the next year, and the company shall uniformly arrange the cancellation.
If the incentive objects are directors and senior managers of the company, if the company needs to perform the measures to fill the immediate return due to the dilution of the immediate return, the exercise of the options obtained by the individual shall not only meet the above exercise conditions, but also meet the conditions for the practical implementation of the measures to fill the immediate return formulated and implemented by the company.
The specific assessment contents of the incentive plan are implemented in accordance with the administrative measures for the assessment of the implementation of stock option incentive plan in Eternal Asia Supply Chain Management Ltd(002183) 2022.
(II) relevant approval procedures for 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. 2022
