Securities code: 688155 securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Announcement No.: 2022-013 Shanghai Sk Automation Technology Co.Ltd(688155)
On adjusting the first grant of restricted stock incentive plan in 2022
Announcement of list of incentive objects and number of awards
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.
Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company” or ” Shanghai Sk Automation Technology Co.Ltd(688155) “) held the 31st meeting of the second board of directors and the 24th Meeting of the second board of supervisors on February 7, 2022. The proposal on adjusting the list and number of incentive objects granted for the first time in the 2022 restricted stock incentive plan was deliberated and adopted. The relevant matters are explained as follows:
1、 Relevant approval procedures for this equity incentive plan have been performed
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.
2、 Reasons and results of adjustment
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 adjustment contents, other contents of the incentive plan are consistent with the proposal on adjusting the list and number of incentive objects granted for the first time in the 2022 restricted stock incentive plan deliberated and approved 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.
3、 Impact of this adjustment on the company
The company’s adjustment of the number and number of incentive objects granted for the first time in the 2022 restricted stock incentive plan will not have a material impact on the company’s financial status and operating results.
4、 Opinions of independent directors
“Incentive plan of the people’s Republic of China” and “measures for the administration of incentives granted to companies for the first time” (hereinafter referred to as the “measures of the people’s Republic of China for the administration of securities companies” and “measures of the people’s Republic of China for the administration of incentives granted to companies for the first time” (hereinafter referred to as the “measures of the people’s Republic of China for the administration of incentives”) And other laws, regulations and normative documents, as well as the relevant provisions of the Shanghai Sk Automation Technology Co.Ltd(688155) 2022 restricted stock incentive plan (hereinafter referred to as “this incentive plan” or “stock incentive plan”). 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.
5、 Opinions of the board of supervisors
The board of supervisors of the company believes that the adjustment of the list and number of incentive objects granted for the first time in the company’s 2022 restricted stock incentive plan complies with the relevant provisions of the company law, the administrative measures, the securities law and the company’s 2022 restricted stock incentive plan, and has performed the necessary procedures. The adjusted incentive object is not prohibited from obtaining restricted shares, and the subject qualification of the incentive object is legal and effective. After this adjustment, the number of incentive objects granted for the first time in this incentive plan has changed from 148 to 147, and the total number of restricted shares remains unchanged at 1 million shares, of which the number of restricted shares granted for the first time has been adjusted from 875200 shares to 870400 shares, and the number of restricted shares reserved has been adjusted from 124800 shares to 129600 shares. The content of this adjustment is within the scope of authorization of the board of directors by the first extraordinary general meeting of shareholders in 2022 and does not need to be submitted to the general meeting of shareholders for deliberation.
6、 Conclusion of lawyer’s legal opinion
Shanghai Guangfa law firm believes that the adjustment of restricted shares and the first grant of restricted shares involved in the equity incentive plan have obtained the necessary approval and authorization, and the adjustment of the first grant of the equity incentive plan, the determination of the authorization date, the grant object, the grant quantity and the grant price are in line with the administrative measures and other relevant laws Regulations, normative documents and the provisions of the stock incentive plan; The conditions for the first grant stipulated in the stock incentive plan of the company have been met, and the first grant of restricted shares of the company is legal and effective; Relevant matters related to the first grant of this equity incentive plan have fulfilled the necessary procedures at this stage, and there is no violation of the obligation of information disclosure.
7、 Opinion of independent financial advisor
Dongxing Securities Corporation Limited(601198) believes that as of the date of issuance of this report, Shanghai Sk Automation Technology Co.Ltd(688155) this restricted stock incentive plan has obtained the necessary approval and authorization, and the date, price, object The determination of the number of grants, the adjustment of the restricted stock incentive plan and the granting matters comply with the provisions of the administrative measures, the listing rules and other laws, regulations and normative documents, Shanghai Sk Automation Technology Co.Ltd(688155) there is no situation that does not meet the granting conditions specified in the company’s restricted stock incentive plan in 2022.
8、 Documents for future reference
1. Shanghai Sk Automation Technology Co.Ltd(688155) resolution of the 31st meeting of the second board of directors; 2. Shanghai Sk Automation Technology Co.Ltd(688155) resolution of the 24th Meeting of the second board of supervisors; 3. Shanghai Sk Automation Technology Co.Ltd(688155) independent directors’ independent opinions on relevant matters of the 31st meeting of the second board of directors;
4. Legal opinions of Shanghai Guangfa law firm on the adjustment of Shanghai Sk Automation Technology Co.Ltd(688155) 2022 restricted stock incentive plan and matters related to the first grant;
5. Dongxing Securities Corporation Limited(601198) report of independent financial adviser on the first grant of Shanghai Sk Automation Technology Co.Ltd(688155) restricted stock incentive plan in 2022.
It is hereby announced.
Shanghai Sk Automation Technology Co.Ltd(688155) board of directors February 9, 2022
