Eternal Asia Supply Chain Management Ltd(002183)
Independent opinions of independent directors on matters related to the 62nd meeting of the sixth board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of Shenzhen Stock Exchange, the Eternal Asia Supply Chain Management Ltd(002183) articles of association and other relevant provisions, as independent directors of Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as "the company"), based on the position of independent judgment, with a prudent and responsible attitude, after carefully reviewing the relevant materials of the company and listening to the instructions of the management of the company, Express the following independent opinions on the relevant matters considered and adopted at the 62nd meeting of the sixth board of directors held by the company:
1、 Independent opinions of independent directors on matters related to the adjustment of 2022 stock option incentive plan
After review, we believe that:
1. The company has fulfilled the necessary deliberation procedures for the adjustment of the list of incentive objects and the number of grants of the 2022 stock option incentive plan (hereinafter referred to as the "incentive plan"), which is in line with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") and the provisions on adjustment matters in the 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.
2、 Independent opinions of independent directors on granting stock options to incentive objects of 2022 stock option incentive plan
After review, we believe that:
1. According to the authorization of the company's second extraordinary general meeting of shareholders in 2022, the board of directors of the company determined that the authorization date of the incentive plan is March 23, 2022. The authorization date complies with the administrative measures and other laws and regulations and the relevant provisions on the authorization date in the company's incentive plan, and the review procedure is legal and effective.
2. The incentive objects of stock options granted by the company in this incentive plan meet the conditions of incentive objects specified in the management measures, meet the scope of incentive objects specified in this incentive plan, and the subject qualification of incentive objects is legal and effective; The company is not prohibited to implement the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
3. 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 incentive objects. The granting conditions stipulated in the incentive plan of the company have been fulfilled.
4. The company's implementation of this incentive plan is conducive to further improve the company's corporate governance structure, establish and improve the company's long-term incentive mechanism, 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.
In conclusion, 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/share.
Independent directors: Li Luoli, Zhang Xiang, Zhang Shunhe and Bi Xiaoting March 23, 2022
