Securities code: Shanghai Sk Automation Technology Co.Ltd(688155) securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Announcement No.: 2022035 Shanghai Sk Automation Technology Co.Ltd(688155)
Announcement on the cancellation of some granted but not yet vested restricted stocks in the 2021 restricted stock incentive plan
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”) deliberated and adopted the proposal on the cancellation of some granted but not yet vested restricted stocks in the 2021 restricted stock incentive plan at the 34th meeting of the second board of directors and the 27th meeting of the second board of supervisors held on April 8, 2022. The relevant matters are explained as follows: I. the approval procedures of this equity incentive plan have been fulfilled
1. On March 22, 2021, the company held the 19th meeting of the second board of directors, deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary (hereinafter referred to as “stock incentive plan (Draft)”) Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan. The independent directors of the company have expressed their independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 14th meeting of the second board of supervisors, deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the administration of the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on verifying the list of some incentive objects granted by the company’s 2021 restricted stock incentive plan for the first time, The board of supervisors of the company issued verification opinions on the incentive plan and verified the subject qualification of the incentive objects included in the list of incentive plans.
2. On March 23, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement of Shanghai Sk Automation Technology Co.Ltd(688155) on the public solicitation of entrusted voting rights by independent directors (Announcement No.: 2021020) was disclosed. 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 of the company on the relevant proposals of the company’s 2021 restricted stock incentive plan deliberated at the third extraordinary general meeting in 2021.
3. From March 23, 2021 to April 1, 2021, the company publicized the name, position and nationality of the proposed incentive object. During the publicity period, the board of supervisors did not receive any objection to the incentive object. On April 2, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) 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 2021 (Announcement No.: 2021022).
4. On April 7, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 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.
5. On April 8, 2021, the company formed the self inspection report on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2021, which holds that within six months before the public disclosure of the draft incentive plan, No insider of the incentive plan and the incentive object’s behavior of using the insider information of the incentive plan to buy and sell stocks or divulging the insider information of the incentive plan are found. The behavior of all the verified objects complies with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures for the administration of equity incentive”) and there is no insider trading. The report was disclosed on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 8, 2021 (Announcement No.: 2021023).
6. On April 8, 2021, the company held the 20th meeting of the second board of directors and the 15th 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 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors expressed their independent opinions and believed that the grant conditions had been met, The subject qualification of the incentive object is legal and valid, and the determined grant date meets the relevant provisions. The board of supervisors verified the list of incentive objects granted (as of the grant date) and issued verification opinions.
7. On April 8, 2022, the company held the 34th meeting of the second board of directors and the 27th meeting of the second board of supervisors, and deliberated and adopted the proposal on Abolishing Some granted but not yet vested restricted stocks in the 2021 restricted stock incentive plan and the proposal on meeting the vesting conditions in the first vesting period of the first vesting period of the 2021 restricted stock incentive plan, The independent directors of the company expressed their independent opinions on the matter. The board of supervisors checked the ownership list of the first vesting period of the first vesting part of the restricted stock incentive plan in 2021 and issued verification opinions. 2、 Details of the cancellation of restricted shares this time
In view of the fact that among the incentive objects first granted by the company’s restricted stock incentive plan in 2021, 19 incentive objects have left their jobs for personal reasons, and 2 incentive objects have given up for personal reasons and do not have the qualification of incentive objects, the company will cancel and dispose of a total of 118400 restricted shares granted but not yet vested. According to the relevant provisions of the company’s restricted stock incentive plan (Draft) in 2021, the above-mentioned personnel are no longer qualified as incentive objects, and the restricted shares granted but not yet vested shall not be vested and shall be invalidated by the company. The original restricted stock incentive objects were adjusted from 140 to 119, and 118400 restricted stocks were cancelled.
3、 The impact of the cancellation of some restricted shares on the company
The cancellation of some restricted shares will not have a substantial impact on the company’s financial status and operating results, the stability of the company’s management team, or the continued implementation of the company’s equity incentive. 4、 Opinions of independent directors
This cancellation of the company’s incentive plan for restricted shares in 2021, some of which have been granted for the first time but have not been vested, complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive, the Listing Rules of the Shanghai Stock Exchange on the science and innovation board, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other laws and regulations According to the relevant provisions of the normative documents and the stock incentive plan (Draft), the necessary procedures have been performed for the deliberation and voting of this matter, and there is no situation that damages the interests of shareholders, especially the interests of minority shareholders.
To sum up, we unanimously agree to the proposal on the cancellation of some granted but not yet vested restricted stocks in the 2021 restricted stock incentive plan. 5、 Opinions of the board of supervisors
This cancellation of the company’s restricted stock incentive plan for 2021. Some of the restricted stocks that have been granted but have not been vested for the first time comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other laws and regulations According to the relevant provisions of the normative documents and the stock incentive plan (Draft), the necessary procedures have been fulfilled for the deliberation and voting of this matter. To sum up, we unanimously agree to the proposal on the cancellation of some granted but not yet vested restricted stocks in the 2021 restricted stock incentive plan. 6、 Concluding observations of legal opinions
To sum up, the exchange believes that the necessary approval and authorization have been obtained for the achievement of the attribution conditions and the cancellation of some restricted shares in the first vesting period of the equity incentive plan for the first time, the restricted shares granted in the first vesting period of the equity incentive plan have entered the first vesting period, the attribution conditions in the first vesting period have been achieved, the incentive objects and attribution quantity The reasons for the cancellation of some restricted shares and the number of restricted shares comply with the provisions of the administrative measures and other relevant laws, regulations and normative documents and the stock incentive plan (Draft). The company has fulfilled the information disclosure obligations that should be performed at this stage according to law, and complies with the relevant provisions of the administrative measures and the listing rules. The company still needs to continue to perform its subsequent information disclosure obligations in accordance with the relevant provisions of the company law, the securities law, the administrative measures and the listing rules. Online announcement attachment
(I) Shanghai Sk Automation Technology Co.Ltd(688155) independent directors’ independent opinions on relevant matters of the 34th meeting of the second board of directors;
(II) legal opinions of Shanghai Guangfa law firm on the achievement of vesting conditions and the cancellation of some restricted shares in the first vesting period of Shanghai Sk Automation Technology Co.Ltd(688155) 2021 restricted stock incentive plan for the first time.
It is hereby announced.
Shanghai Sk Automation Technology Co.Ltd(688155) board of directors April 9, 2022
