Securities code: 688155 securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Dongxing Securities Corporation Limited(601198)
about
Shanghai Sk Automation Technology Co.Ltd(688155)
Restricted stock incentive plan for 2022
First grant
of
Independent financial advisor Report
Independent financial advisor
(floor 12 and 15, block B, Xinsheng building, No. 5, Financial Street, Xicheng District, Beijing)
February, 2002
catalogue
Section 1 interpretation Section II states that 4 section 3 basic assumptions 5 Section IV opinions of independent financial adviser six
1、 The approval procedure of this restricted stock incentive plan 6 II. Differences between the restricted stock incentive plan implemented this time and the restricted stock incentive plan reviewed and approved by the general meeting of shareholders
Situation seven
3、 Description of the conditions of this restricted stock Grant eight
4、 The granting of restricted shares eight
5、 Description of the impact of the implementation of this incentive plan on the financial status and operating results of relevant years ten
6、 Concluding observations Section V documents for future reference and consultation methods twelve
1、 Documents for future reference twelve
2、 Consultation method twelve
Section I interpretation
Unless otherwise specified, the following abbreviations in this report have the following specific meanings: Shanghai Sk Automation Technology Co.Ltd(688155) / company refers to Shanghai Sk Automation Technology Co.Ltd(688155) / the incentive plan of the listed company
/This incentive plan refers to the Shanghai Sk Automation Technology Co.Ltd(688155) 2022 restricted stock incentive plan
Restricted stock / the company’s stock ticket obtained and registered by the second type of restricted stock index after meeting the corresponding attribution conditions for the incentive objects meeting the grant conditions of the incentive plan
Incentive objects refer to the directors, senior managers, business backbones and other personnel that the board of directors deems necessary to be encouraged in accordance with the provisions of this incentive plan
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The grant date refers to the date on which the company grants restricted shares to the incentive object, which must be the trading day
The term of validity refers to the period 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
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
Lock up period refers to the period during which the incentive object is not allowed to transfer restricted shares in accordance with relevant laws and regulations
CSRC / CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Independent financial advisor refers to Dongxing Securities Corporation Limited(601198)
Independent financial advisor refers to the report of Dongxing Securities Corporation Limited(601198) on Shanghai Sk Automation Technology Co.Ltd(688155) report / this report on the first grant of restricted stock incentive plan in 2022
General meeting means Shanghai Sk Automation Technology Co.Ltd(688155) general meeting of shareholders
Board of directors means the Shanghai Sk Automation Technology Co.Ltd(688155) board of directors
Board of supervisors means the Shanghai Sk Automation Technology Co.Ltd(688155) board of supervisors
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules of Shanghai Stock Exchange
Articles of association means the Shanghai Sk Automation Technology Co.Ltd(688155) articles of association
Section II statement
Unless otherwise stated, the independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Shanghai Sk Automation Technology Co.Ltd(688155) . All parties involved in the plan have assured the independent financial adviser that all the documents and materials provided for the issuance of the independent financial adviser’s report are legal, true, accurate, complete and timely, and there are no false records, misleading statements or major omissions, and their legitimacy, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only expresses opinions on whether the restricted stock incentive plan is fair and reasonable to Shanghai Sk Automation Technology Co.Ltd(688155) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Shanghai Sk Automation Technology Co.Ltd(688155) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to this report.
(III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor’s report and make any explanation or explanation to the report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser has conducted in-depth investigation on the matters involved in the restricted stock incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of the listed company, the resolutions of the relevant board of directors, the general meeting of shareholders, the financial reports of the relevant companies The company’s production and operation plan, and has effectively communicated with the relevant personnel of the listed company. On this basis, the independent financial adviser’s report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
The independent financial adviser’s report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the listing rules, and based on the relevant materials provided by the listed company.
Section III basic assumptions
The independent financial advisor’s report issued by the independent financial advisor is based on the following assumptions: (I) there is no significant change in the current relevant laws, regulations and policies of the country;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely; (III) the relevant documents issued by the listed company for this restricted stock incentive plan are true and reliable; (IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this restricted stock incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
Section IV opinions of independent financial adviser
1、 Approval procedures for this restricted stock incentive plan
Shanghai Sk Automation Technology Co.Ltd(688155) the 2022 restricted stock incentive plan has fulfilled the necessary approval procedures:
1. On January 18, 2022, the company held the 30th meeting of the second board of directors, The meeting deliberated and approved proposals such as 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 fixed-term stock incentive plan. The independent directors of the company have expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there are circumstances damaging the interests of the company and all shareholders.
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 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 deliberated and adopted, 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 disclosed such documents as the summary announcement of Shanghai Sk Automation Technology Co.Ltd(688155) 2022 restricted stock incentive plan (Draft), the administrative measures for 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 disclosed the Shanghai Sk Automation Technology Co.Ltd(688155) announcement on public solicitation of entrusted voting rights by independent directors. According to the entrustment of other independent directors of the company, Mr. Wang Zhong, the independent director, as the collector, 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 disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2022.
3. From January 19, 2022 to January 28, 2022, the company publicized the name 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 proposed incentive objects. On January 29, 2022, the board of supervisors of the company disclosed the review opinions and publicity instructions of the Shanghai Sk Automation Technology Co.Ltd(688155) board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022.
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 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 the incentive plan is approved by the general meeting of shareholders, and 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 independent opinions on the proposal, and the board of supervisors verified the list of incentive objects on the first grant date and issued verification opinions.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Shanghai Sk Automation Technology Co.Ltd(688155) the restricted stock granted to the incentive object has obtained the necessary approval and authorization, which is in line with the management measures and the relevant provisions of the incentive plan.
2、 Differences between the restricted stock incentive plan implemented this time and the restricted stock incentive plan reviewed and approved by 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 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 and the number to be granted in the incentive plan. After this adjustment, the number of incentive objects granted by the incentive plan is adjusted from 148 to 147, and the total number of restricted shares remains unchanged at 1 million shares. Among them, the number of restricted shares granted for the first time is adjusted from 875200 shares to 870400 shares, and the number of restricted shares reserved is 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 by 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.
The independent directors of the company unanimously agreed with the board of directors on the adjustment of the list of incentive objects and the number of grants of the restricted stock incentive plan in 2022, and the board of supervisors of the company also expressed explicit agreement.
3、 Description of the conditions of this restricted stock grant
According to the provisions of the incentive plan, restricted shares can be granted to the incentive object only when the following conditions are met at the same time:
1. The company is not under any of the following circumstances:
(1) The financial report of the latest fiscal year is noted
