Securities code: Eternal Asia Supply Chain Management Ltd(002183) securities abbreviation: Eternal Asia Supply Chain Management Ltd(002183) Announcement No.: 2022032 Eternal Asia Supply Chain Management Ltd(002183)
Announcement on matters related to the adjustment 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.
Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as “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 adjusting matters related to the 2022 stock option incentive plan. In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the company’s 2022 stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)” and “this incentive plan”), and in accordance with the authorization of the company’s second extraordinary general meeting in 2022, the board of directors of the company adjusted the relevant matters of this incentive plan, The relevant matters are explained as follows:
1、 Decision making procedures and approval 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 company’s 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. On March 15, 2022, the company disclosed the self inspection report on the trading of shares of the company by insiders and incentive objects of the 2022 stock option incentive plan.
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 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, 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.
2、 Adjustment of the list of incentive objects and the number of awards in this incentive plan
Among the incentive objects to be granted by the company in this incentive plan, one incentive object no longer meets the incentive object qualification of this incentive plan due to resignation. According to the relevant provisions of the company’s incentive plan (Draft) and the authorization of the company’s second extraordinary general meeting of shareholders in 2022, the directors jointly agree to adjust the list of incentive objects and the number of awards of this incentive plan. The specific adjustment contents are as follows: the incentive objects of this incentive plan are adjusted from 182 to 181. The shares originally planned to be granted to this incentive object are distributed and adjusted among other incentive objects except directors and senior managers. The total amount of stock options granted in this incentive plan remains unchanged at 77.91 million. After adjustment, the incentive objects belong to the personnel determined in the incentive plan (Draft) deliberated and approved by the company’s second extraordinary general meeting of shareholders in 2022.
In addition to the above adjustments, other contents of the incentive plan are consistent with the incentive plan approved by the second extraordinary general meeting of the company in 2022.
3、 Impact of adjustment on the company
The company’s adjustment of the list of incentive objects and the number of awards in this incentive plan complies with the relevant provisions of the management measures and the incentive plan (Draft), and this adjustment will not have a substantive impact on the company’s financial status and operating results.
4、 Opinions of independent directors
Upon review, the independent directors believe 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 incentive plan, which is in line with the management measures and the provisions on adjustment matters in this incentive plan.
2. This adjustment is within the scope of authorization given to the board of directors by the company’s second extraordinary general meeting in 2022, and the adjustment procedure is legal and compliant.
3. This adjustment does not harm the interests of the company and all shareholders.
In conclusion, the independent directors agree that the company will adjust the list of incentive objects and the number of awards in this incentive plan.
5、 Opinions of the board of supervisors
The board of supervisors believes that the adjustment of the incentive objects and the number of grants meets the requirements of the incentive 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 deliberated and approved by the company’s second extraordinary general meeting in 2022, and all meet the incentive object conditions specified in the administrative measures and other laws, regulations and normative documents, As the incentive object of this incentive plan, it is legal and effective.
To sum up, the board of supervisors agreed that the company should adjust the list of incentive objects and the number of awards in this incentive plan.
6、 Lawyer’s opinion
Beijing Jindu (Guangzhou) law firm believes that as of the issuance date of this legal opinion, this adjustment and this grant have obtained the necessary approval and authorization at this stage; This adjustment and the authorization date and object of this grant comply with the provisions of the administrative measures and the stock option incentive plan (Draft); The conditions for this grant have been met, and the granting of stock options to incentive objects by the company complies with the provisions of the administrative measures and the stock option incentive plan (Draft); The company still needs to fulfill the obligation of information disclosure and go through the relevant procedures of grant registration in accordance with the law on this adjustment and this grant.
7、 Professional opinions of independent financial advisers
Shenzhen Value Online Information Technology Co., Ltd. believes that:
The company has obtained relevant authorization and approval for this adjustment, which complies with relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures, as well as the relevant provisions of the articles of association and the incentive plan (Draft). The adjustment procedure is legal and compliant, and there is no damage to the interests of shareholders.
6、 Documents for future reference
1. Resolution of the 62nd meeting of Eternal Asia Supply Chain Management Ltd(002183) the 6th board of directors; 2. Resolution of the 46th meeting of Eternal Asia Supply Chain Management Ltd(002183) the 6th board of supervisors; 3. Independent opinions of Eternal Asia Supply Chain Management Ltd(002183) independent directors on the matters of the 62nd meeting of the 6th board of directors;
4. Verification opinions of Eternal Asia Supply Chain Management Ltd(002183) board of supervisors on the list of incentive objects (after adjustment) of the company’s 2022 stock option incentive plan;
5. Legal opinion of Beijing Jindu (Guangzhou) law firm on the adjustment and grant of stock option incentive plan in Eternal Asia Supply Chain Management Ltd(002183) 2022;
6. Independent financial advisory report of Shenzhen Value Online Information Technology Co., Ltd. on the adjustment and grant of stock option incentive plan in Eternal Asia Supply Chain Management Ltd(002183) 2022.
It is hereby announced.
Eternal Asia Supply Chain Management Ltd(002183) board of directors March 23, 2022
