Shanghai Sk Automation Technology Co.Ltd(688155)
The independent opinions of the independent directors on matters related to the 31st meeting of the second board of directors are in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities law”), the rules for independent directors of listed companies and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange As an independent director of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as the “company”), we hereby express the following independent opinions on the relevant matters considered at the 31st meeting of the second board of directors:
1、 Independent opinions on the proposal on adjusting the list and number of incentive objects granted for the first time under the restricted stock incentive plan in 2022
The company’s adjustment of the list of incentive objects and the number of incentives granted for the first time in the 2022 restricted stock incentive plan complies with the relevant provisions of the company law, the securities law, the administrative measures and other laws, regulations and normative documents and the Shanghai Sk Automation Technology Co.Ltd(688155) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “this incentive plan” or “stock incentive plan”), The necessary procedures have been performed. After this adjustment, the incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. This adjustment is within the scope of authorization of the company’s first extraordinary general meeting of shareholders in 2022. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and shareholders.
After this adjustment, the number of incentive objects granted for the first time in this incentive plan will be adjusted from 148 to 147, and the total number of restricted shares will remain unchanged at 1 million shares. Among them, the number of restricted shares granted for the first time will be adjusted from 875200 shares to 870400 shares, and the number of reserved restricted shares will be 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 deliberated and approved by the first extraordinary general meeting of shareholders in 2022.
To sum up, we unanimously agree that the company will adjust the list and number of incentive objects granted for the first time under the restricted stock incentive plan in 2022.
2、 Independent opinions on the proposal on granting restricted shares to incentive objects for the first time
1. 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 restricted stock incentive plan in 2022 was February 7, 2022, which was in line with the administrative measures and other laws, administrative regulations Normative documents and relevant provisions and requirements on the grant date in the 2022 restricted stock incentive plan approved by the general meeting of shareholders of the company.
2. The company determines the incentive object for the first grant of restricted stock, which is the personnel in the list of incentive objects for the first grant publicized by the company, and meets the scope of incentive objects specified in the company’s 2022 restricted stock incentive plan approved by the general meeting of shareholders.
3. As of the grant date, the company has not been prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws, administrative regulations and normative documents, and has the subject qualification to implement the equity incentive plan; The incentive object granted with restricted shares is not prohibited from participating in the equity incentive of listed companies as stipulated in the administrative measures and other laws, administrative regulations and normative documents, and its qualification as the subject of the incentive object granted by the company in this incentive plan is legal and effective; The granting conditions of the company’s incentive plan have been fulfilled.
4. The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm, sense of responsibility and sense of mission of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and is conducive to the sustainable development of the company, There is no situation that damages the interests of the company and all shareholders.
In conclusion, we agree that the company will grant 870400 class II restricted shares to 147 incentive objects for the first time on February 7, 2022, with the grant price of 108 yuan / share.
The opinions are hereby.
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