Shanghai Sk Automation Technology Co.Ltd(688155)
The independent opinions of the independent directors on the relevant matters of the 34th meeting of the second board of directors are in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) and other laws and regulations As the independent director of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as the “company”), we hereby express the following independent opinions on the relevant matters considered at the 34th meeting of the second board of directors: I. independent opinions on the proposal on the company’s profit distribution plan in 2021
We believe that the company’s profit distribution plan for 2021 is in line with the actual operation of the company, the company law of the people’s Republic of China, the articles of association and other relevant provisions, and there is no violation of laws, regulations and damage to the future development of the company and the interests of shareholders, especially small and medium-sized shareholders.
In conclusion, we unanimously agree to the proposal on the company’s profit distribution plan for 2021 and agree to submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on the proposal on confirming the remuneration of directors of the company in 2021
We believe that the company’s remuneration plan for directors in 2021 is formulated in combination with the current remuneration level of the company and with reference to the level of excellent companies in the same industry, which is conducive to give full play to the work enthusiasm of directors, meet the long-term development needs of the company and do not harm the interests of the company and minority shareholders. We agree to submit the plan to the general meeting of shareholders of the company for deliberation.
In conclusion, we unanimously agree to the proposal on confirming the remuneration of directors of the company in 2021.
3、 According to the independent opinion of the proposal on confirming the remuneration of senior managers of the company in 2021, we believe that the assessment of senior managers of the company in 2021 is fair and impartial and in line with the actual situation; The executive compensation plan of the company in 2021 combines the current salary levels of the company and peers, and
In conclusion, we unanimously agree to the proposal on confirming the remuneration of senior managers of the company in 2021.
IV. independent opinions on the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
We believe 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 carried out special account storage and use of the raised funds, and there is no case of changing the use of the raised funds in a disguised manner and damaging the interests of shareholders, nor is there any case that 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.
In conclusion, we unanimously agree to the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021.
5、 Independent opinions on the proposal on the prediction of the company’s daily connected transactions in 2022
We believe 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 related parties due to the above transactions, will not affect the independence of the company, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders. When the board of directors deliberated the above proposals, the voting procedures were in line with the relevant provisions of the Listing Rules of Shanghai Stock Exchange science and innovation board and Shanghai Sk Automation Technology Co.Ltd(688155) articles of association. In conclusion, we unanimously agree to the proposal on the prediction of the company’s daily connected transactions in 2022.
6、 Independent opinions on the proposal on using some temporarily idle self owned funds for cash management
We believe that: on 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 of no more than RMB 500 million for cash management to purchase investment products with high safety, good liquidity and guaranteed principal, which can improve the use 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 harm to the company and all shareholders, especially
To sum up, we agree that the company uses temporarily idle self owned funds up to RMB 500 million for cash management. Within the above limit and term, the funds can be recycled and rolled.
7、 Independent opinions on the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the third board of directors
We believe that Mr. Pan Yanqing, Ms. Wang Yinglin, Mr. Chen Yijian, Mr. Zhang Anjun, Ms. Miao Longjiao and Mr. Shaohui are candidates for non independent directors of the third board of directors of the company. After reviewing the candidates’ work resumes and other relevant materials, we believe that they are qualified to serve as non independent directors of the company, It is not found that it is prohibited to serve as a director of the company in accordance with the provisions of the company law or the measures taken by the CSRC to prohibit entry into the securities market, and the nomination and voting procedures comply with the provisions of the articles of association.
In conclusion, we unanimously agree that Mr. Pan Yanqing, Ms. Wang Yinglin, Mr. Chen Yijian, Mr. Zhang Anjun, Ms. Miao Longjiao and Mr. Shaohui are candidates for non independent directors of the third board of directors of the company, and agree to submit the election of non independent directors of the third board of directors to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on the general election of the company’s board of directors and the nomination of independent director candidates for the third board of directors
We believe that Mr. Xue Wenge, Mr. Li bailing and Mr. Dai Yongbin nominated by the board of directors of the company meet the requirements of relevant laws and regulations on the qualification of independent directors and the relevant requirements on the qualification and independence of independent directors in the rules for independent directors of listed companies and the working system of independent directors, There are no circumstances in which the company law stipulates or the measures taken by the CSRC to prohibit the entry into the securities market are still in the prohibition period, and are not subject to the administrative punishment of the China Securities Regulatory Commission or the punishment of the exchange. There are no other circumstances in which the Shanghai Stock Exchange determines that it is not suitable to be a director of a listed company.
In conclusion, we unanimously agree that Mr. Xue Wenge, Mr. Li bailing and Mr. Dai Yongbin are candidates for independent directors of the third board of directors of the company, and agree to submit the above election of independent directors of the third board of directors to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposal on Abolishing Some granted but not yet vested restricted shares of the 2021 restricted stock incentive plan
We believe that the cancellation of the company’s restricted stock incentive plan for the first time in 2021 has granted some restricted stocks that have not yet been vested, which comply with laws and regulations such as 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 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 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.
10、 Independent opinions on the proposal on the first vesting period of the first vesting of part of the restricted stock incentive plan in 2021 meeting the vesting conditions
We believe 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 we agree to vest 340100 restricted shares to 119 incentive objects who meet the vesting conditions, 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 situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. In conclusion, we agree that the company will implement the ownership registration of restricted shares during the ownership period.
The opinions are hereby.
(no text below)
(there is no text on this page, which is the signature page of Shanghai Sk Automation Technology Co.Ltd(688155) independent director’s independent opinions on matters related to the 34th meeting of the second board of directors) Lu Peng (signature):
April 8, 2022
(there is no text on this page, which is the signature page of Shanghai Sk Automation Technology Co.Ltd(688155) independent directors’ independent opinions on matters related to the 34th meeting of the second board of directors) Wang Zhong (signature):
April 8, 2022
