Shanghai Guangfa law firm
About Shanghai Sk Automation Technology Co.Ltd(688155)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Shanghai Sk Automation Technology Co.Ltd(688155)
Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company”) held its first extraordinary general meeting in 2022 at 14:00 on February 7, 2022 in conference room 315, third floor, Xiaokunshan town community cultural center, No. 6201 Wenxiang Road, Songjiang District, Shanghai. At the invitation of the company, Shanghai Guangfa law firm appointed lawyer Zhu Xuan and lawyer Cui Mingyue to attend the on-site meeting in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws and regulations Other normative documents and the provisions of the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”), this legal opinion is issued on the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and attendees, the proposal of the meeting, the voting method and voting procedure, the voting results and the resolutions of the meeting.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders’ meeting, consulted the relevant meeting documents, and conducted necessary verification and verification on the relevant issues.
The company has guaranteed and promised that the documents and statements and explanations provided by the company to our lawyers are complete, true and valid, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to us without any concealment or omission.
In this legal opinion, according to the requirements of the rules of the general meeting of shareholders, our lawyers only express their opinions on whether the convening and convening procedures of the general meeting of shareholders are legal and comply with the articles of association, the legitimacy and validity of the qualifications of the participants and the convener of the meeting, and the legitimacy and validity of the voting procedures and voting results of the meeting, They will not express their opinions on the authenticity and accuracy of the contents of the proposals considered at this shareholders’ meeting and the facts or data expressed in these proposals.
This legal opinion is only for the purpose of this shareholders’ meeting and shall not be used by anyone for any other purpose. The exchange agrees that the company can take this legal opinion as the announcement material of the company’s general meeting of shareholders and disclose it to the public together with other information to be announced. The exchange shall be responsible for the legal opinion issued in accordance with the law.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry, our lawyers express the following opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The shareholders’ meeting was convened by the board of directors of the company in accordance with the resolution of the 30th meeting of the second board of directors held on January 18, 2022. On January 19, 2022, the company published the notice of Shanghai Sk Automation Technology Co.Ltd(688155) on convening the first extraordinary general meeting of shareholders in 2022 on the designated website of Shanghai Stock Exchange and relevant designated media, and decided to adopt the combination of on-site meeting voting and online voting to convene the general meeting of shareholders.
The on-site meeting of the general meeting of shareholders was held at 14:00 on February 7, 2022 in conference room 315, third floor, Xiaokunshan town community cultural center, No. 6201 Wenxiang Road, Songjiang District, Shanghai; Online voting adopts the online voting system of Shanghai Stock Exchange. The time of voting through the voting platform of the trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 7, 2022. The specific time of voting through the Internet voting platform is 9:15-15:00 on February 7, 2022.
The company has informed all shareholders of the time, place, deliberation items, qualification of participants and other announcements of the general meeting of shareholders, and determined that the equity registration date is January 25, 2022.
The exchange believes that the procedures for convening and convening this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other relevant laws and regulations, other normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. There were 15 shareholders and shareholders’ representatives (including agents) attending the shareholders’ meeting. The voting shares represented were 51944493 shares, accounting for 68.3587% of the total voting shares of the company. Among them, 7 shareholders and shareholders’ representatives (including agents) attended the on-site meeting, and 45860144 shares representing voting shares, accounting for 60.3518% of the total voting shares of the company; There are 8 shareholders and shareholder representatives (including proxies) voting through the Internet. The shares representing voting rights are 6084349 shares, accounting for 8.0070% of the total voting shares of the company. There were 8 shareholders and shareholders’ representatives (including agents) of small and medium-sized investors who participated in the on-site meeting and online voting. The voting shares represented were 2417754.00 shares, accounting for 3.1818% of the total voting shares of the company.
According to the verification of our lawyers, the shareholders attending the on-site meeting hold stock account cards, ID cards or other valid certificates or certificates that can indicate their identity, and the shareholders’ agents hold legal and valid power of attorney and personal valid ID certificates issued by the shareholders. These shareholders hold the company’s shares on January 25, 2022, the equity registration date announced by the company. The qualification of shareholders and shareholder representatives (including proxies) voting through online voting has been verified by Shanghai Stock Exchange Information Network Co., Ltd. (hereinafter referred to as “information company”). Since the chairman of the company was unable to attend and preside over the meeting on business, the meeting was presided over by Ms. Wang Yinglin, a director of the company, elected by more than half of the directors. Some directors, Secretary of the board of directors and supervisors of the company attended the meeting, and some senior managers and lawyers appointed by the company attended the meeting as nonvoting delegates.
The exchange believes that the qualifications of the convener and attendees of the general meeting of shareholders are in line with the provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, other normative documents and the articles of association, and are legal and effective. 3、 Voting procedures and results of this general meeting of shareholders
The voting of this general meeting of shareholders adopts the combination of on-site voting and online voting. The shareholders attending the on-site meeting of the general meeting of shareholders voted on the matters listed in the announcement by written open ballot. Shareholders participating in online voting voted on the matters listed in the announcement through the trading system of Shanghai Stock Exchange or the Internet voting system.
The vote of the on-site meeting of the general meeting of shareholders was counted and monitored by the lawyers, supervisors and shareholder representatives of the exchange in accordance with the procedures specified in the articles of association and the announcement. The online voting results of this general meeting of shareholders are counted by the information company after the voting.
According to the voting results of the shareholders attending the meeting and the online voting results counted by the information company, the following proposals were considered and adopted at the shareholders’ meeting:
(I) proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
Voting results: 51944493 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
This motion was passed by special resolution.
Among them, the voting results of small and medium-sized investors were: 2417754.00 shares were agreed, accounting for 100% of the total number of valid voting shares of small and medium-sized investors attending the meeting; No objection shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
(II) voting results of the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022: 51944493 shares were agreed, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting. This motion was passed by special resolution.
Among them, the voting results of small and medium-sized investors were: 2417754.00 shares were agreed, accounting for 100% of the total number of valid voting shares of small and medium-sized investors attending the meeting; No objection shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
(III) proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022
Voting results: 51944493 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting. This motion was passed by special resolution.
Among them, the voting results of small and medium-sized investors were: 2417754.00 shares were agreed, accounting for 100% of the total number of valid voting shares of small and medium-sized investors attending the meeting; No objection shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
The exchange believes that the voting procedures and results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and other laws and regulations, other normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
The exchange believes that the convening and convening procedures of the company’s first extraordinary general meeting in 2022 comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws and regulations, other normative documents and the articles of association, the qualifications of the convener and participants of the meeting are legal and effective, and the voting procedures and voting results of the meeting are legal and effective.
This legal opinion is made in three originals.
(no text below)
