Securities code: Shanghai Sk Automation Technology Co.Ltd(688155) securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Announcement No.: 2022028 Shanghai Sk Automation Technology Co.Ltd(688155)
Announcement of resolutions of the 27th meeting of the second board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law. 1、 Meetings of the board of supervisors
Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company”) the 27th meeting of the second board of supervisors was held by means of communication on April 8, 2022. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The meeting was convened and presided over by Chen Weilin, chairman of the board of supervisors. The convening, convening and voting procedures of the meeting comply with the relevant provisions of relevant laws and regulations such as the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), and are legal and effective. 2、 Deliberation at the meeting of the board of supervisors
After deliberation by the supervisors present at the meeting, the resolution is as follows:
(I) review the proposal on the company’s 2021 annual report and summary
After deliberation, the board of supervisors of the company believes that the preparation and deliberation procedures of the company’s 2021 annual report and its summary comply with laws and regulations, Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”) and the provisions of regulatory authorities. The company’s 2021 annual report and its abstract can truly reflect the company’s business performance and financial status in all aspects. The information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions. Before the board of supervisors put forward this opinion, it was not found that the personnel involved in the preparation and deliberation of the company’s 2021 annual report and its summary violated the confidentiality provisions.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) review the proposal on the company’s 2021 annual financial statement report
The board of supervisors believes that the company’s 2021 annual financial statements comply with the provisions of the company law, accounting standards for business enterprises and the articles of association, and fairly reflect the company’s financial position, operating results and cash flow as of December 31, 2021.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) review the proposal on the company’s profit distribution plan for 2021
The board of supervisors believes that the company’s profit distribution plan for 2021 is in line with the company’s actual operation and future capital needs, in line with the company law, the articles of association and other relevant provisions, and there is no situation that damages the future development of the company and the interests of shareholders, especially minority shareholders. Therefore, the board of supervisors unanimously agreed to the proposal on the company’s profit distribution plan for 2021.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Shanghai Sk Automation Technology Co.Ltd(688155) on profit distribution plan for 2021 (Announcement No.: 2022029).
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) review the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
The board of supervisors believes that the deposit and actual use of the company’s raised funds in 2021 comply with the provisions of relevant laws and regulations and normative documents on the use and management of the raised funds. The company has stored and used the raised funds in a special account, and there is no case of changing the purpose of the raised funds in a disguised manner and harming the interests of shareholders, or the use of the raised funds violates relevant laws and regulations. The company truthfully, accurately, completely and timely disclosed the actual use of the raised funds and earnestly fulfilled the obligation of information disclosure.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report of Shanghai Sk Automation Technology Co.Ltd(688155) on the deposit and actual use of the company’s raised funds in 2021 (Announcement No.: 2022030).
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(V) review the proposal on the work report of the board of supervisors in 2021
The board of supervisors held that during the reporting period, the board of supervisors conscientiously performed its duties in accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, supervised and reviewed the formation and voting procedures of the company’s major decisions and resolutions, and inspected the company’s operation in accordance with the law, especially the company’s business activities, financial status, the convening procedures of the general meeting of shareholders and the directors The senior managers have effectively supervised the performance of their duties and effectively safeguarded the legitimate rights and interests of the company and all shareholders. Promoted the standardized operation of the company. Therefore, the board of supervisors unanimously agreed to the proposal on the work report of the board of supervisors in 2021.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) review the proposal on confirming the remuneration of supervisors of the company in 2021
The board of supervisors believes that the company’s remuneration plan for supervisors in 2021 is formulated according to the characteristics of the company’s industry and the actual operation of the company, and there is no behavior damaging the interests of the company and shareholders. Therefore, the board of supervisors unanimously agreed to the company’s remuneration plan for supervisors in 2021.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VII) review the proposal on the prediction of the company’s daily connected transactions in 2022
The board of supervisors believes that the daily related party transactions expected to occur in 2022 are necessary for the company’s daily production and operation. The relevant transactions follow the principle of consensus and fair transaction, and the transaction price is determined according to the market price. The company’s main business will not rely on the related parties due to the above transactions, will not affect the independence of the company, and will not damage the interests of the company and other shareholders, especially small and medium-sized shareholders. When the board of directors deliberated the above proposals, the voting procedures were in line with the listing rules, the articles of association and other relevant provisions. Therefore, we unanimously agree to the proposal on the prediction of the company’s daily connected transactions in 2022.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Shanghai Sk Automation Technology Co.Ltd(688155) on the forecast of daily connected transactions in 2022 (Announcement No.: 2022031).
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(VIII) deliberating the proposal on using part of temporarily idle self owned funds for cash management
The board of supervisors believes that under the premise of not affecting the normal business activities of the company and ensuring the demand for working capital and capital safety, the company uses temporarily idle self owned funds up to RMB 500 million for cash management to purchase investment products with high safety, good liquidity and guaranteed principal, which can improve the efficiency and effect of idle self owned funds and further improve the overall income of the company, In line with the interests of all shareholders. The contents and deliberation procedures of the above matters are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. In conclusion, the board of supervisors agreed that the company could use temporarily idle self owned funds up to RMB 500 million for cash management, and the funds could be recycled and rolled within the above limit and term.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Shanghai Sk Automation Technology Co.Ltd(688155) on using some idle self owned funds for cash management (Announcement No.: 2022032).
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(IX) review the proposal on the evaluation report of the company’s internal control
The board of supervisors believes that the company has established a relatively sound internal control system and formulated a relatively perfect and reasonable internal control system. The company’s internal control system meets the requirements of relevant national laws and regulations and securities regulatory authorities, and various internal controls have been continuously and strictly implemented in all links of the company’s production and operation. The internal control evaluation report of Shanghai Sk Automation Technology Co.Ltd(688155) 2021 issued by the board of directors comprehensively, truly and objectively reflects the actual situation of the company’s internal control, and there are no false records, misleading statements and major omissions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Internal control evaluation report of Shanghai Sk Automation Technology Co.Ltd(688155) 2021.
(x) deliberating the proposal on the general election of the board of supervisors and the nomination of candidates for non employee representative supervisors of the third board of supervisors
Since the term of office of the second board of supervisors of the company will expire on April 27, 2022, the board of supervisors of the company agrees to nominate Mr. Chen Weilin and Mr. Zheng Binfeng as candidates for non employee representative supervisors in accordance with the company law, the listing rules, the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and other laws and regulations, as well as the relevant provisions of the articles of association, The term of office is three years from the date of deliberation and approval by the 2021 annual general meeting of shareholders. After the election is passed, the third board of supervisors will be formed together with Mr. Xu Qiang, the employee representative supervisor elected by the employee congress of the company. In order to ensure the normal operation of the board of supervisors of the company, before the new board of supervisors is elected by the general meeting of shareholders, the supervisors of the second board of supervisors of the company will still perform the duties of supervisors in accordance with the relevant provisions and requirements of laws, administrative regulations and the articles of association.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Shanghai Sk Automation Technology Co.Ltd(688155) on the general election of the board of directors and the board of supervisors of the company (Announcement No.: 2022033).
10.1 nominate Mr. Chen Weilin as the non employee representative supervisor of the third board of supervisors of the company
Voting result: 3 affirmative votes; No negative vote; It was adopted after deliberation with 0 abstention.
10.2 nominate Mr. Zheng Binfeng as the non employee representative supervisor of the third board of supervisors of the company
Voting result: 3 affirmative votes; No negative vote; Adopted with 0 abstention
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） Deliberating the proposal on Amending the rules of procedure of the board of supervisors
The company plans to amend the rules of procedure of Shanghai Sk Automation Technology Co.Ltd(688155) board of supervisors in accordance with the guidelines for the articles of association of listed companies and the articles of Association issued by China Securities Regulatory Commission on January 5, 2022. The revised rules of procedure will come into force on the date of deliberation and adoption at the 2021 annual general meeting of shareholders, and the currently effective rules of procedure of Shanghai Sk Automation Technology Co.Ltd(688155) board of supervisors will be automatically repealed after the above rules of procedure come into force.
For details of the revised contents, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on the same day Rules of procedure of Shanghai Sk Automation Technology Co.Ltd(688155) board of supervisors.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
（12） Deliberating the proposal on the cancellation of some granted but not yet vested restricted stocks in the 2021 restricted stock incentive plan
The board of supervisors held that the cancellation of the company’s 2021 restricted stock incentive plan for the first time granted part of the granted but not yet vested restricted shares complies with the company law, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules, 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 company’s 2021 restricted stock incentive plan (Draft), the necessary procedures have been fulfilled for the deliberation and voting of matters. 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.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Shanghai Sk Automation Technology Co.Ltd(688155) on the cancellation of some granted but not yet vested restricted shares in the 2021 restricted stock incentive plan (Announcement No.: 2022035).
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
（13） Deliberating the proposal on meeting the vesting conditions in the first vesting period of the first vesting part of the restricted stock incentive plan in 2021
The board of supervisors believes that: according to the relevant provisions of the company’s 2021 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of the company’s 2021 restricted stock incentive plan, the vesting conditions for the first vesting period of the first part of the incentive plan have been met, and it is agreed that 119 incentive objects meeting the vesting conditions belong to 340100 restricted shares, This item complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the company’s restricted stock incentive plan (Draft) in 2021, and there is no damage to the interests of the company and shareholders. Therefore, the board of supervisors of the company agreed to implement the ownership registration of restricted shares during the ownership period.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Shanghai Sk Automation Technology Co.Ltd(688155) on the first vesting period of the first vesting part of the restricted stock incentive plan in 2021 meeting the vesting conditions (Announcement No.: 2022036).
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
