Securities code: Shanghai Sk Automation Technology Co.Ltd(688155) securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Announcement No.: 2022036 Shanghai Sk Automation Technology Co.Ltd(688155)
Announcement on the first vesting period of the first vesting part of the restricted stock incentive plan in 2021 meeting the vesting conditions
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.
Important content tips:
Number of restricted shares to be vested: 340100
Source of attributable stock: issue Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company”) A-share common stock to the incentive object
1、 Approval and implementation of this restricted stock incentive plan
(I) the scheme of this restricted stock incentive plan and its implementation procedures
1. Main contents of this restricted stock incentive plan
(1) Equity incentive method: the second type of restricted stock
(2) Number of shares granted: the total number of restricted shares in the company’s 2021 restricted stock incentive plan (hereinafter referred to as “the incentive plan”) is 871600 shares, accounting for 1.15% of the company’s total share capital of 75988036 shares at the time of announcement of the incentive plan. Among them, 680200 restricted shares were granted for the first time, accounting for 0.90% of the total share capital of the company at the time of announcement of the incentive plan and 78.04% of the total equity granted this time; The reserved restricted shares are 191400 shares, accounting for 0.25% of the total share capital of the company at the time of announcement of the incentive plan and 21.96% of the total equity granted this time.
(3) Grant price: 71.54 yuan / share.
(4) Number of incentives: 119 for the first time; 34 people are reserved for grant.
(5) The vesting period and arrangement of some restricted shares granted by the incentive plan for the first time are as follows:
The proportion of the number of vested rights and interests in the total amount of granted rights and interests during the vesting period of the vesting arrangement
The first vesting period is from the first trading day after 12 months from the date of grant to 50% of the grant
The last trading day within 24 months from the date of
The second vesting period is from the first trading day after 24 months from the date of grant to 50% of the grant
The last trading day within 36 months from the date of
The vesting period and arrangement of restricted shares reserved for grant in the incentive plan are as follows:
The proportion of the number of vested rights and interests in the total amount of granted rights and interests during the vesting period of the vesting arrangement
The first vesting period is from the first trading day after 12 months from the date of grant to 50% of the grant
The last trading day within 24 months from the date of
The second vesting period is from the first trading day after 24 months from the date of grant to 50% of the grant
The last trading day within 36 months from the date of
The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts before vesting. The restricted shares granted to the incentive object but not yet vested, the increased shares due to the conversion of capital reserve into share capital, share distribution and other circumstances, are subject to the vesting conditions at the same time, and shall not be transferred, used for guarantee or debt repayment before vesting. If the restricted shares cannot be vested at that time, the shares obtained for the above reasons shall not be vested.
(6) Tenure and performance assessment requirements
① The incentive object meets the requirements of tenure in each attribution period
Before the vesting of each batch of restricted shares granted to incentive objects, they must meet the term of office of more than 12 months.
② Company level performance assessment requirements
The attribution arrangement corresponds to the annual performance assessment objectives
The first vesting period in 2021 is based on the operating revenue or net profit in 2020. The growth rate of operating revenue or net profit in 2021 is not less than 50%
Based on the operating revenue or net profit in 2020, the revenue growth rate in the second attribution period of 2022 shall not be less than 100% or the net profit growth rate shall not be less than 100%
Note: the above indicators are subject to the data of the company’s consolidated statements contained in the company’s annual audit report.
③ Performance appraisal requirements at individual level
The individual level performance appraisal of the incentive object shall be organized and implemented in accordance with the current relevant provisions of the company, and the actual number of shares shall be determined according to the appraisal results of the incentive object. The annual performance appraisal results of incentive objects are divided into four grades: A, B, C and D. at that time, the actual number of shares of incentive objects will be determined according to the corresponding ownership proportion at the individual level in the following appraisal and rating table:
Performance assessment rating a B C D
Personal ownership ratio 100% 75% 50% 0%
The number of restricted shares actually owned by the incentive object in the current year = the number of individual planned ownership in the current year × Personal ownership ratio. If the restricted shares that the incentive object plans to belong to in the current period cannot be attributed or cannot be fully attributed due to assessment reasons, they will be invalid and cannot be deferred to the next year.
2. Decision making procedures and information disclosure of the restricted stock incentive plan
(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) 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).
(3) 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.
(4) 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).
(5) 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.
(6) 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.
(II) granting of restricted shares
The first grant of some restricted shares is as follows:
Grant date grant price grant quantity grant number of people grant restriction after grant
(adjusted) (adjusted) remaining number of shares
(after adjustment)
On April 8, 2021, 71.54 yuan / share, 798600 shares, 140 people and 191400 shares
The reserved granting of some restricted shares is as follows:
Number of grants post grant restrictions
Grant date grant price grant number of people
Remaining number of shares (after adjustment)
On January 1, 2022, 71.54 yuan / share, 191400 shares, 34 people and 0 shares
(III) ownership of restricted shares of some incentive objects granted for the first time
As of the date of disclosure of this announcement, the restricted shares granted by the company for the first time in this incentive plan have not been vested.
2、 Description of vesting conditions of restricted shares
(I) deliberation of the board of directors on whether the vesting conditions of restricted shares have been met
On April 8, 2022, the 34th meeting of the second board of directors held by the company deliberated and approved the proposal on Abolishing the part of restricted shares granted but not yet vested in the 2021 restricted stock incentive plan and the proposal on meeting the vesting conditions in the first vesting period of the part granted for the first time in the 2021 restricted stock incentive plan. According to the authorization of the third extraordinary general meeting of shareholders of the company in 2021 to the board of directors, the board of Directors believes that the vesting conditions specified in the first vesting period of the first part of the company’s restricted stock incentive plan in 2021 have been met, and the number of shares that can be vested this time is 340100 shares. It agrees that the company will handle the vesting related matters for the qualified incentive objects in accordance with the relevant provisions of the incentive plan.
(II) explanation on the first vesting period granted to the incentive object in this incentive plan meets the vesting conditions
1. According to the vesting schedule, the restricted shares granted by the incentive plan have entered the first vesting period
According to the relevant provisions of the stock incentive plan (Draft), the first vesting period of the grant is “from the first trading day after 12 months from the date of grant to the last trading day within 24 months from the date of grant”. The grant date of this incentive plan is April 8, 2021, so the first vesting period of the restricted shares granted is April 8, 2022 to April 7, 2023.
2. Description of granting restricted shares meeting the vesting conditions
According to company 202
