Shanghai Guangfa law firm
About Shanghai Sk Automation Technology Co.Ltd(688155)
Adjustment and of restricted stock incentive plan in 2022
Matters related to the first grant
Legal opinion
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Shanghai Guangfa law firm
About Shanghai Sk Automation Technology Co.Ltd(688155)
Legal opinions on the adjustment of restricted stock incentive plan and initial grant in 2022 to: Shanghai Sk Automation Technology Co.Ltd(688155)
Shanghai Guangfa law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company”) as the special legal adviser for its implementation of the restricted stock incentive plan in 2022 (hereinafter referred to as “the equity incentive plan”), with regard to the adjustment and initial grant of restricted shares involved in the equity incentive plan, In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), and the measures for the administration of equity incentives of listed companies (hereinafter referred to as the “administrative measures”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Laws and regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the business guide for information disclosure of companies listed on the science and Innovation Board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “business guide”) issued by Shanghai Stock Exchange This legal opinion is issued in accordance with the provisions of normative documents and the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Based on the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, the exchange issued a legal opinion and declared as follows: the exchange and its handling lawyers in accordance with the securities law The provisions of the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In the process of investigation for issuing this legal opinion, the company guarantees that it has provided the original written materials and copies that the company considers necessary for issuing this legal opinion, and ensures that the above documents are true, accurate and complete, that all signatures and seals on the documents are true, and that the copies are consistent with the original.
The exchange agrees to take this legal opinion as one of the necessary legal documents for the company’s equity incentive plan, submit it to Shanghai stock exchange together with other materials for public disclosure, and is willing to bear corresponding legal liabilities. This legal opinion is only for the purpose of this equity incentive plan and shall not be used for any other purpose without the prior written consent of the exchange.
In accordance with the requirements of the law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers issue the following legal opinions on the matters related to the granting of restricted shares involved in the equity incentive plan.
1、 Approval and authorization of the adjustment of this equity incentive plan and related matters of the first grant
The lawyer of the firm consulted the relevant meeting materials of the company on the matters of the equity incentive plan. According to the verification of our lawyers, the company’s equity incentive plan and the first grant have been approved and authorized as follows: 1 The remuneration and assessment committee of the board of directors of the company formulated the restricted stock incentive plan (Draft) for Shanghai Sk Automation Technology Co.Ltd(688155) 2022 (hereinafter referred to as the “stock incentive plan (Draft)”) and the management measures for the implementation and assessment of the restricted stock incentive plan for Shanghai Sk Automation Technology Co.Ltd(688155) 2022, which were submitted to the 30th meeting of the second board of directors of the company for deliberation. On January 18, 2022, the company held the 30th meeting of the second board of directors, The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan were reviewed and approved, Related director Chen Yijian, as the incentive object, avoided voting on relevant proposals. The independent directors of the company expressed their independent opinions on the stock incentive plan (Draft), agreed that the company would implement the equity incentive, and believed that the assessment body of the equity incentive plan had a restrictive effect on the incentive objects, and could achieve the purpose of the examination of the restricted stock incentive plan in 2022.
2. On January 18, 2022, the company held the 23rd Meeting of the second board of supervisors, The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on verifying the list of some incentive objects granted by the company’s 2022 restricted stock incentive plan for the first time were reviewed and approved. 3. From January 19, 2022 to January 28, 2022, the company publicized the names, positions and nationalities of the intended incentive objects involved in the first grant of the restricted stock incentive plan in 2022. During the publicity period, the board of supervisors of the company did not receive any objection to the proposed incentive object.
4. On January 29, 2022, the board of supervisors of the company issued a statement on the verification and publicity of the incentive list, and determined that the list of incentive objects involved in the first grant of the company’s restricted stock incentive plan in 2022 met the conditions specified in relevant laws, regulations and normative documents, and they were legal and effective as the incentive objects of the restricted stock incentive plan.
5. On February 7, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 restricted stock incentive plan were reviewed and approved.
6. According to the authorization of the company’s first extraordinary general meeting in 2022, the company held the 31st meeting of the second board of directors on February 7, 2022, and deliberated and adopted the proposal on adjusting the list of incentive objects and the number of incentives granted for the first time in the 2022 restricted stock incentive plan, Adjust the number and number of incentive objects granted for the first time in this equity incentive plan.
After this adjustment, the number of incentive objects granted for the first time in this equity incentive plan is adjusted from 148 to 147; The total number of restricted shares granted under the equity incentive plan remains unchanged. The number of restricted shares granted for the first time under the equity incentive plan is adjusted from 875200 shares to 870400 shares, and the number of reserved restricted shares is adjusted from 124800 shares to 129600 shares. In addition to the above adjustments, other contents of the equity incentive plan are consistent with the stock incentive plan (Draft) deliberated and approved by the company’s first extraordinary general meeting in 2022.
The independent directors expressed independent opinions on matters related to the adjustment of the equity incentive plan, and agreed to adjust the number of incentive objects and the number of grants granted for the first time in the company’s equity incentive plan.
7. According to the authorization of the company’s first extraordinary general meeting in 2022, the company held the 31st meeting of the second board of directors on February 7, 2022, deliberated and adopted the proposal on the first grant of restricted shares to incentive objects. The board of directors considered that the conditions for the first grant stipulated in the equity incentive plan had been met, Agreed to grant 870400 restricted shares to 147 incentive objects. According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors determined that the first grant date of the company’s equity incentive plan is February 7, 2022. Related director Chen Yijian, as the incentive object, avoided voting on relevant proposals.
The first grant date of this equity incentive plan is February 7, 2022, and it is agreed to grant 870400 restricted shares to 147 eligible incentive objects determined in this equity incentive plan.
8. On February 7, 2022, the company held the 24th Meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, The board of supervisors of the company also checked the equity incentive objects on February 8, 2022, and believed that the subject qualification of 147 incentive objects granted restricted shares for the first time was legal and effective, meeting the conditions for the first grant specified in the equity incentive plan.
The exchange believes that the adjustment of the equity incentive plan and the first grant of the company have obtained the necessary approval and authorization, and comply with the relevant provisions of the administrative measures and the stock incentive plan (Draft).
2、 Adjustment of this equity incentive plan
The lawyer of the firm consulted the relevant meeting documents on the adjustment of the equity incentive plan. According to the verification of our lawyers, the company has made the following adjustments to the number of incentive objects and the number of awards granted for the first time in this equity incentive plan in accordance with the provisions of the stock incentive plan (Draft):
In view of the death of one incentive object involved in the first grant of the equity incentive plan due to illness, the board of directors of the company convened the 31st meeting of the second board of directors on February 7, 2022, and considered and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2022 restricted stock incentive plan, The number of incentive objects and the number of grants involved in the first grant of the equity incentive plan have been adjusted. After this adjustment, the number of incentive objects granted for the first time in this equity incentive plan is adjusted from 148 to 147; The total number of restricted shares granted under the equity incentive plan remains unchanged. The number of restricted shares granted for the first time under the equity incentive plan is adjusted from 875200 shares to 870400 shares, and the number of reserved restricted shares is adjusted from 124800 shares to 129600 shares.
In addition to the above adjustments, other contents of the equity incentive plan are consistent with the stock incentive plan (Draft) deliberated and approved by the company’s first extraordinary general meeting in 2022.
The exchange believes that the adjustment of the company’s equity incentive plan complies with the relevant provisions of the administrative measures and the stock incentive plan (Draft).
3、 About the first grant of this equity incentive plan
(I) about the first grant date of this equity incentive plan
The lawyers of the firm consulted the relevant meeting documents on the determination of the first grant date of the equity incentive plan. According to the verification of our lawyers, the determination of the first grant date of this equity incentive plan is as follows:
1. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan deliberated and adopted at the first extraordinary general meeting of shareholders in 2022, the general meeting of shareholders authorized the board of directors to determine the grant date of the equity incentive plan.
2. On February 7, 2022, the company held the 31st meeting of the second board of directors, deliberated and approved the proposal on the first grant of restricted shares to incentive objects, and determined that the first grant date of this equity incentive plan is February 7, 2022.
3. According to the verification of our lawyers, the first grant date determined by the board of directors is the trading day, and within 60 days from the date when the incentive plan (Draft) and its summary are deliberated and approved by the general meeting of shareholders of the company.
The exchange believes that the first grant date of restricted shares involved in the company’s equity incentive plan complies with the relevant laws, regulations, normative documents such as the administrative measures and the relevant provisions of the stock incentive plan (Draft). (II) about the grant object, quantity and price of the first grant of this equity incentive plan
The lawyer of the firm consulted the relevant meeting documents on the grant object, quantity and price of the first grant of the equity incentive plan. According to the verification of our lawyers, the granting objects, quantity and price of the equity incentive plan for the first time are as follows:
1. According to the proposal on the company’s 2022 restricted stock incentive plan (Draft) > and its summary deliberated and adopted at the company’s first extraordinary general meeting in 2022, 148 incentive objects were granted in this equity incentive plan for the first time, 875200 restricted shares were granted, and the grant price was 108 yuan / share.
2. On February 7, 2022, the company held the 31st meeting of the second board of directors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, and agreed that the company would take February 7, 2022 as the first grant date, 870400 class II restricted shares were granted to 147 incentive objects at a price of 108 yuan / share.
3. On February 7, 2022, the company held the 24th Meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, and agreed that the company would take February 7, 2022 as the first grant date, 870400 class II restricted shares were granted to 147 incentive objects at a price of 108 yuan / share.
The exchange believes that the company
