Shanghai Guangfa law firm
About Shanghai Sk Automation Technology Co.Ltd(688155)
First grant of restricted stock incentive plan in 2021
Achievement of attribution conditions in the first attribution period
And the cancellation of some restricted shares
Legal opinion
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website: http://www.gffirm.com. |Email: [email protected].
Office address: 26th floor, Taikang Insurance Building, No. 429, Nanquan North Road, Shanghai Postal Code: 200120
Shanghai Guangfa law firm
About Shanghai Sk Automation Technology Co.Ltd(688155)
The first vesting period of the first part of the restricted stock incentive plan granted in 2021
Legal opinions on the achievement of vesting conditions and the cancellation of some restricted shares
To: Shanghai Sk Automation Technology Co.Ltd(688155)
Shanghai Guangfa law firm (hereinafter referred to as “the firm”) accepts the entrustment of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company”) as the special legal adviser for its implementation of the restricted stock incentive plan in 2021 (hereinafter referred to as “the equity incentive plan”), In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the company law of the people’s Republic of China (hereinafter referred to as the “company law”), in respect of the matters related to the achievement of the vesting conditions in the first vesting period of the first part of the equity incentive plan and the cancellation of some restricted shares (hereinafter referred to as “this vesting”) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) issued by the Shanghai Stock Exchange This legal opinion is issued in accordance with the provisions of laws, regulations and normative documents such as the business guide No. 4 – equity incentive information disclosure of listed companies on the Kechuang board (hereinafter referred to as the “business guide”) and the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”), and in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
Based on the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, the exchange issued a legal opinion and declared as follows: the exchange and its handling lawyers in accordance with the securities law In accordance with the provisions of the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the issuance date of this legal opinion, they have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
In the process of investigation for issuing this legal opinion, the company guarantees that it has provided the original written materials and copies that the company considers necessary for issuing this legal opinion, and ensures that the above documents are true, accurate and complete, that all signatures and seals on the documents are true, and that the copies are consistent with the original.
The exchange agrees to take this legal opinion as one of the necessary legal documents for the company’s equity incentive plan, submit it to Shanghai stock exchange together with other materials for public disclosure, and is willing to bear corresponding legal liabilities. This legal opinion is only for the purpose of this equity incentive plan and shall not be used for any other purpose without the prior written consent of the exchange.
In accordance with the requirements of the law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm issued the following legal opinions on the achievement of the attribution conditions in the first vesting period of the equity incentive plan for the first time and the cancellation of some restricted shares.
1、 Approval and authorization of matters related to this ownership
Our lawyers consulted the company’s meeting materials related to the equity incentive plan and the ownership matters. According to the verification of our lawyers, the company’s equity incentive plan and the ownership matters have been approved and authorized as follows:
1. The remuneration and assessment committee of the board of directors of the company formulated the Shanghai Sk Automation Technology Co.Ltd(688155) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “stock incentive plan (Draft)”) and the measures for the administration of the implementation and assessment of Shanghai Sk Automation Technology Co.Ltd(688155) 2021 restricted stock incentive plan, which were submitted to the 19th meeting of the second board of directors of the company for deliberation. 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, 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. The independent directors of the company have expressed independent opinions on the stock incentive plan (Draft), agreed with the company to implement the equity incentive, and believed that the assessment body of the equity incentive plan has a restrictive effect on the incentive objects, and can achieve the purpose of the examination of the restricted stock incentive plan in 2021.
2. On March 22, 2021, 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, and the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan.
3. From March 23, 2021 to April 2, 2021, the company publicized the names and nationalities of the objects to be encouraged by the restricted stock incentive plan in 2021. During the publicity period, the board of supervisors of the company did not receive any objection to the proposed incentive object.
4. On April 2, 2021, the board of supervisors of the company issued a statement on the verification and publicity of the equity incentive list, and determined that the personnel on the list of incentive objects of the company’s restricted stock incentive plan in 2021 met the conditions specified in relevant laws, regulations and normative documents, and they were legal and effective as the incentive objects of the restricted stock incentive plan.
5. On April 7, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved 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.
6. According to the authorization of the company’s third extraordinary general meeting in 2021, the company held the 20th meeting of the second board of directors on April 8, 2021, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of grants of the restricted stock incentive plan in 2021, and adjusted the number of incentive objects and the number of grants of the equity incentive plan. After this adjustment, the number of incentive objects granted in this equity incentive plan has changed from 143 to 140, and the number of restricted shares granted has changed from 1 million shares to 99000 shares. The independent directors expressed independent opinions on matters related to the adjustment of the equity incentive plan and agreed to adjust the number of incentive objects and grants of the company’s equity incentive plan.
7. On April 8, 2021, the company held the 20th meeting of the second board of directors, deliberated and approved the proposal on granting restricted shares to incentive objects for the first time. The board of directors considered that the grant conditions specified in the equity incentive plan had been met, and agreed to grant 798600 restricted shares to 140 incentive objects. According to the authorization of the company’s third extraordinary general meeting in 2021, the board of directors determined that the grant date of the company’s equity incentive plan is April 8, 2021. Independent directors express independent opinions on matters related to the grant of the equity incentive plan and agree to the grant of the company’s equity incentive plan.
8. On April 8, 2021, the company held 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, checked the equity incentive objects, and considered that the subject qualification of the 140 incentive objects granted with restricted shares was legal Effective and meet the grant conditions specified in the equity incentive plan.
In the proposal on Abolishing the part of restricted stocks granted but not yet vested in the restricted stock incentive plan in 2021 and 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, it is considered that the vesting conditions in the first vesting period of the first vesting part of the equity incentive plan have been met, and it is agreed that the company will handle matters related to the vesting of 119 eligible incentive objects, Agree to cancel the restricted shares that have been granted to the incentive objects who have resigned and abandoned for personal reasons.
Independent directors expressed independent opinions on matters related to this vesting, agreed that the vesting conditions for the first vesting period of the first grant had been met, agreed to cancel and deal with some restricted shares that have been granted but not yet vested, and agreed that the company would handle matters related to the vesting of 119 eligible incentive objects.
10. On April 8, 2022, the company held the 27th meeting of the second session of the board of supervisors, deliberated and approved the proposal on Abolishing Some of the 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 first vesting period of the 2021 restricted stock incentive plan, and verified the vesting list involved in this vesting, It is believed that the vesting conditions for this vesting have been met, and the vesting qualifications of 119 incentive objects who meet the vesting conditions are legal and valid, and the number of restricted shares that can be attributed is 340100 shares.
The exchange believes that as of the date of issuance of this legal opinion, the company’s equity incentive plan and the ownership matters have obtained the necessary approval and authorization, and comply with the relevant provisions of the administrative measures and the stock incentive plan (Draft).
2、 Ownership matters involved in this equity incentive plan
(I) vesting period
According to the provisions of the draft incentive plan, the first part of the incentive plan shall be granted from the first day of the first 12 months to the last day of the first part of the incentive plan.
The lawyers of the firm consulted the relevant meeting documents on the determination of the first grant date of the equity incentive plan. According to the verification of our lawyers, the first grant date of this equity incentive plan is April 8, 2021. Therefore
(II) attribution conditions
According to the management measures, stock incentive plan (Draft) and other relevant provisions, our lawyers checked the ownership conditions of the company’s equity incentive plan.
1. According to the verification of our lawyers, as of the date of issuance of this legal opinion, the company has not been under any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. According to the verification of our lawyers, as of the date of issuance of this legal opinion, the incentive objects of this equity incentive plan have not been under any of the following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
3. Requirements on the tenure of incentive objects
According to the explanatory documents provided by the company, as of the date of issuance of this legal opinion, 140 incentive objects have been granted for the first time in this equity incentive plan, of which 19 incentive objects have resigned for personal reasons and 2 incentive objects have given up for personal reasons and are not qualified as incentive objects. The remaining 119 incentive objects have worked in the company for more than 12 months, meeting the requirements of tenure.
4. Performance appraisal at the company level
According to the audit report (shsbz (2022) No. 2853) issued by Shanghai accounting firm (special general partnership) on April 8, 2021, the company’s operating revenue in 2021 was 110198119835 yuan, an increase of 119.36% over 2020, meeting the company level performance assessment target of the first vesting period of the equity incentive plan for the first time.
5. On the individual level performance appraisal of incentive objects
According to the instructions and other documents provided by the company, the company granted 140 incentive objects for the first time in the equity incentive plan. Except for 19 incentive objects who have resigned and 2 incentive objects who have given up for personal reasons, the performance evaluation of the remaining 119 incentive objects in 2021 is “a”, and the personal ownership proportion in the first ownership period of the first part of the equity incentive plan is 100%.
Therefore, a total of 119 incentive objects were granted for the first time in this equity incentive plan, which met the individual level performance assessment objectives in the first attribution period, and the individual level attribution proportion in the first attribution period was 100%.
(III) incentive objects and number of attribution
In accordance with the relevant provisions of the stock incentive plan (Draft), this
