Securities code: 688155 securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Announcement No.: 2022-014 Shanghai Sk Automation Technology Co.Ltd(688155)
Announcement on granting restricted shares to incentive objects for the first time
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Restricted stock grant date: February 7, 2022
Number of restricted shares granted for the first time: 870400 shares, accounting for 1.15% of the current total share capital of the company of 75988036 shares
Equity incentive method: the second type of restricted stock
Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as ” Shanghai Sk Automation Technology Co.Ltd(688155) ” or “the company”) the conditions for the first grant of the company’s restricted stock incentive plan in 2022 (hereinafter referred to as “the incentive plan”) approved by the first extraordinary general meeting of shareholders in 2022 have been met. According to the approval and authorization of the general meeting of shareholders, The company held the 31st meeting of the second board of directors and the 24th Meeting of the second board of supervisors on February 7, 2022, deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, and determined February 7, 2022 as the grant date to grant 870400 class II restricted shares to 147 incentive objects at the grant price of 108 yuan / share for the first time. The relevant matters are explained as follows:
1、 Restricted stock grants
(I) decision-making procedures and information disclosure performed in this restricted stock grant
1. On January 18, 2022, the company held the 30th meeting of the second board of directors, The meeting deliberated and adopted 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 to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 fixed-term stock incentive plan. The independent directors of the company expressed their independent opinions on the relevant proposals of the incentive plan.
On the same day, 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, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
On January 19, 2022, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed documents such as the summary announcement of Shanghai Sk Automation Technology Co.Ltd(688155) 2022 restricted stock incentive plan (Draft) (Announcement No.: 2022-006), the measures for the administration of the implementation and assessment of Shanghai Sk Automation Technology Co.Ltd(688155) 2022 restricted stock incentive plan, and the list of some incentive objects first granted by Shanghai Sk Automation Technology Co.Ltd(688155) 2022 restricted stock incentive plan.
On January 19, 2022, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the Shanghai Sk Automation Technology Co.Ltd(688155) announcement on the public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022-007). According to the entrustment of other independent directors of the company, Mr. Wang Zhong, the independent director, as the soliciter, solicited voting rights from all shareholders on the relevant proposals of the incentive plan considered at the first extraordinary general meeting of shareholders in 2022.
2. On January 28, 2022, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the Shanghai Sk Automation Technology Co.Ltd(688155) self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2022 (Announcement No.: 2022-009).
3. From January 19, 2022 to January 28, 2022, the company publicized the name, position and nationality of the proposed incentive object within the company for a total of 10 days. During the publicity period, the board of supervisors of the company did not receive any objection to the list of incentive objects granted for the first time in this incentive plan. On January 29, 2022, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022 (Announcement No.: 2022-010).
4. 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 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 passed. The company’s implementation of this incentive plan has been approved by the general meeting of shareholders. The board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares.
5. On February 7, 2022, the company held the 31st meeting of the second board of directors and the 24th Meeting of the second board of supervisors, deliberated 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 and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed their independent opinions on the relevant proposals, and the board of supervisors verified the list of incentive objects granted for the first time and issued verification opinions.
(II) explanation of the difference between the granted rights and interests and the equity incentive plan approved by the general meeting of shareholders
In view of the death of one incentive object determined in the incentive plan due to illness, the company plans to cancel its granted 4800 class II restricted shares. According to the authorization of the first extraordinary general meeting of shareholders in 2022, the board of directors of the company shall adjust the list and number of incentive objects granted for the first time in the incentive plan.
On February 7, 2022, the company held the 31st meeting of the second board of directors and the 24th Meeting of the second board of supervisors, deliberated 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, and adjusted the number of incentive objects granted for the first time and the number to be granted in the incentive plan. After this adjustment, the number of incentive objects granted by 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 restricted shares reserved will be adjusted from 124800 shares to 129600 shares.
The incentive objects after this adjustment belong to the scope of incentive objects specified in the incentive plan approved by the company. In addition to the above adjustments, other contents of the incentive plan are consistent with 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. According to the authorization of the company’s first extraordinary general meeting in 2022, this adjustment does not need to be submitted to the company’s general meeting for deliberation.
(III) explanation of the board of directors on meeting the grant conditions, and clear opinions issued by the independent directors and the board of supervisors
1. Relevant explanations of the board of directors on whether the grant meets the conditions
According to the provisions on the grant conditions in the incentive plan approved by the general meeting of shareholders, the restricted shares granted to the incentive object shall meet the following conditions at the same time:
(1) The company is not under any of the following circumstances:
① An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the latest fiscal year issued by a certified public accountant;
② The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
④ Circumstances where equity incentive is prohibited by laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) The incentive object does not have any of the following situations:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
④ Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law of the people’s Republic of China;
⑤ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
After careful verification, the board of directors of the company has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. The granting conditions of the incentive plan have been met.
2. Opinions of independent directors
(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 (hereinafter referred to as the “incentive plan”) is February 7, 2022, which complies with the measures for the administration of equity incentive (hereinafter referred to as the “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 subject qualification as the incentive object granted by the company in this incentive plan is legal and effective; The granting conditions of the incentive plan of the company 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.
3. Opinions of the board of supervisors
(1) The board of supervisors believes that the company is not prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and has the subject qualification to implement the equity incentive plan; The incentive objects of this incentive plan are the persons in the list of incentive objects publicized by the company, which meet the incentive object conditions specified in the administrative measures and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”), and the scope of incentive objects specified in the 2022 restricted stock incentive plan approved by the general meeting of shareholders of the company, As the subject qualification of the incentive object granted by the company in this incentive plan, it is legal and effective. Therefore, the grant conditions of this incentive plan have been fulfilled.
(2) The board of supervisors believes that the grant date of the incentive plan determined by the company complies with the relevant provisions on the grant date in the management measures and the incentive plan and its summary.
Therefore, the board of supervisors agreed that the company would 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.
(IV) details of the first grant of restricted shares
1. Grant date: February 7, 2022
2. Number of granted shares: 870400 shares, accounting for 1.15% of the current total share capital of 75988036 shares
3. Number of persons granted: 147
4. Grant price: 108 yuan / share
5. Stock source: the company issues RMB common shares (A shares) to incentive objects
6. Validity period, vesting period and vesting arrangement of incentive plan
(1) Validity period of this incentive plan
The validity period of this incentive plan shall be no more than 36 months from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
(2) Vesting period and vesting arrangement
The restricted shares granted by this incentive plan will be vested in several times according to the agreed proportion after 12 months from the date of grant and the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, and the restricted shares obtained by directors and senior managers shall not be vested in the following periods:
① Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
② Within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
③ From the date of major events that may have a great impact on the trading price of the company’s securities and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
④ Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The above “major events” are public events
