Securities code: 688155 securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Dongxing Securities Corporation Limited(601198)
about
Shanghai Sk Automation Technology Co.Ltd(688155)
Restricted stock incentive plan for 2021
Reserved part grant
of
Independent financial advisor Report
Independent financial advisor
(floor 12 and 15, block B, Xinsheng building, No. 5, Financial Street, Xicheng District, Beijing)
January 2002
catalogue
Section 1 interpretation Section II states that 4 section III basic assumptions 5 Section IV opinions of independent financial adviser six
1、 The approval procedure of this restricted stock incentive plan 6 II. Differences between the restricted stock incentive plan implemented this time and the restricted stock incentive plan reviewed and approved by the general meeting of shareholders
Situation seven
3、 Description of the conditions of this restricted stock Grant seven
4、 The granting of restricted shares eight
5、 Description of the impact of the implementation of this incentive plan on the financial status and operating results of relevant years ten
6、 Concluding observations Section V documents for future reference and consultation methods eleven
1、 Documents for future reference eleven
2、 Consultation method eleven
Section I interpretation
Unless otherwise specified, the following abbreviations in this report have the following specific meanings: Shanghai Sk Automation Technology Co.Ltd(688155) / company refers to Shanghai Sk Automation Technology Co.Ltd(688155) / the incentive plan of the listed company
/This incentive plan / refers to the Shanghai Sk Automation Technology Co.Ltd(688155) 2021 restricted stock incentive plan
Restricted stock / the company's stock ticket obtained and registered by the second type of restricted stock index after meeting the corresponding attribution conditions for the incentive objects meeting the grant conditions of the incentive plan
Incentive objects refer to the core technical personnel who obtain restricted shares and other personnel that the board of directors deems necessary to be encouraged in accordance with the provisions of this incentive plan
Grant price refers to the price of each restricted stock granted by the company to the incentive object
The grant date refers to the date on which the company grants restricted shares to the incentive object, which must be the trading day
Validity period refers to the period from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior that the listed company registers the shares in the incentive object's account after the restricted stock incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
Lock up period refers to the period during which the incentive object is not allowed to transfer restricted shares in accordance with relevant laws and regulations
CSRC / CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Independent financial advisor means Dongxing Securities Corporation Limited(601198)
Independent financial advisor's Dongxing Securities Corporation Limited(601198) report on Shanghai Sk Automation Technology Co.Ltd(688155) / this report refers to the independent financial advisor's report on the granting of reserved parts of the restricted stock incentive plan in 2021
General meeting means Shanghai Sk Automation Technology Co.Ltd(688155) general meeting of shareholders
Board of directors means the Shanghai Sk Automation Technology Co.Ltd(688155) board of directors
Board of supervisors means Shanghai Sk Automation Technology Co.Ltd(688155) the board of supervisors
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The Listing Rules refer to the Listing Rules of Shanghai Stock Exchange on the science and innovation board
Articles of association means the Shanghai Sk Automation Technology Co.Ltd(688155) articles of association
Section II declaration
Unless otherwise stated, the independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser's report is based are provided by Shanghai Sk Automation Technology Co.Ltd(688155) . All parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for the issuance of the independent financial adviser's report are legal, true, accurate, complete and timely, and there are no false records, misleading statements or major omissions, and their legitimacy, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor shall not bear any risk liability arising therefrom.
(II) the independent financial adviser only expresses opinions on whether the restricted stock incentive plan is fair and reasonable to Shanghai Sk Automation Technology Co.Ltd(688155) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Shanghai Sk Automation Technology Co.Ltd(688155) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to this report.
(III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor's report and make any explanation or explanation to the report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser has conducted in-depth investigation on the matters involved in the restricted stock incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of the listed company, the resolutions of the relevant board of directors, the general meeting of shareholders, the financial reports of the relevant companies The company's production and operation plan, and has effectively communicated with the relevant personnel of the listed company. On this basis, the independent financial adviser's report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
The independent financial adviser's report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the listing rules, and based on the relevant materials provided by the listed company.
Section III basic assumptions
The independent financial advisor's report issued by the independent financial advisor is based on the following assumptions: (I) there is no significant change in the current relevant laws, regulations and policies of the country;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely; (III) the relevant documents issued by the listed company for this restricted stock incentive plan are true and reliable; (IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this restricted stock incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
Section IV opinions of independent financial adviser
1、 Approval procedures for this restricted stock incentive plan
Shanghai Sk Automation Technology Co.Ltd(688155) necessary approval procedures have been performed for this restricted stock Grant:
1. On March 22, 2021, the company held the 19th meeting of the second board of directors, which 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 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to restricted stock incentive plan, etc. The independent directors of the company have expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there are circumstances damaging the interests of the company and all shareholders. 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, and the proposal on the management measures for the implementation and assessment of the company's 2021 restricted stock incentive plan The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From March 23, 2021 to April 1, 2021, the company publicized the names and nationalities of the proposed incentive objects within the company. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects. On April 2, 2021, the board of supervisors of the company 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.
3. On April 7, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and passed 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 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to restricted stock incentive plan, etc. The company's implementation of the incentive plan is approved by the general meeting of shareholders, and the board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares. On April 8, 2021, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
4. 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 adopted 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 of the company expressed independent opinions on the proposal, and the board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
5. On January 12, 2022, the company held the 29th meeting of the second board of directors and the 22nd Meeting of the second board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on the proposal, and the board of supervisors verified the above matters and issued verification opinions.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Shanghai Sk Automation Technology Co.Ltd(688155) the restricted stock granted to the incentive object has obtained the necessary approval and authorization, which is in line with the management measures and the relevant provisions of the incentive plan.
2、 Differences between the restricted stock incentive plan implemented this time and the restricted stock incentive plan reviewed and approved by the general meeting of shareholders
The company held the 20th meeting of the second board of directors and the 15th meeting of the second board of supervisors on April 8, 2021, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2021 restricted stock incentive plan, and adjusted the number of incentive objects granted and the number to be granted in the incentive plan. After this adjustment, the number of incentive objects granted by the incentive plan is adjusted from 143 to 140, the total number of restricted shares is adjusted from 1 million shares to 99000 shares, of which the number of restricted shares granted for the first time is adjusted from 820600 shares to 798600 shares, and the number of reserved restricted shares is adjusted from 179400 shares to 191400 shares.
In addition to the above adjustments, other contents of the incentive plan are consistent with the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary deliberated and adopted at the third extraordinary general meeting of shareholders in 2021.
3、 Description of the conditions of this restricted stock grant
According to the provisions of the incentive plan, restricted shares can be granted to the incentive object only when the following conditions are met at the same time:
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
(2) The internal control of the financial 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;
(3) Failure to distribute profits in accordance with laws and regulations, the 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. The incentive object does not have any of the following situations:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) The company is not allowed to serve as a director or senior manager of the company as stipulated in the company law
