Securities code: 688155 securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Announcement No.: 2022-003 Shanghai Sk Automation Technology Co.Ltd(688155)
Announcement on granting reserved restricted shares to incentive objects
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 liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Restricted stock grant date: January 12, 2022
Number of reserved restricted shares granted: 191400 shares, accounting for 0.25% of the current total share capital of 75988036 shares
Equity incentive method: the second type of restricted stock
Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company” or ” Shanghai Sk Automation Technology Co.Ltd(688155) “) the third extraordinary general meeting of shareholders in 2021 has approved the implementation of the company’s restricted stock incentive plan in 2021 (hereinafter referred to as “the incentive plan”). According to the approval and authorization of the general meeting of shareholders, the company held the 29th meeting of the second board of directors and the 22nd Meeting of the second board of supervisors on January 12, 2022, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and determined January 12, 2022 as the grant date, At the grant price of 71.54 yuan / share, 191400 restricted shares were granted to 34 incentive objects. The relevant matters are described as follows:
1、 Restricted stock grants
(I) implemented decision-making procedures and information disclosure
1. On March 22, 2021, the company held the 19th meeting of the second board of directors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management 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 were reviewed and approved. 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, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for 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 were reviewed and approved, The board of supervisors of the company issued verification opinions on the incentive plan and verified the subject qualification of the incentive objects listed 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.: 2021-022).
3. On April 7, 2021, the company held the third extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management 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 were reviewed and adopted.
4. On April 8, 2021, the company formed 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, 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 have been found to use the relevant insider information of the incentive plan for stock trading or disclose the relevant insider information of the incentive plan, and all the acts of the verification objects comply 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”), 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.: 2021-023). 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 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, and the independent directors expressed their independent opinions, It is considered that the granting conditions have been met, the subject qualification of the incentive object is legal and effective, and the determined granting 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 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 reserved restricted shares to incentive objects. The independent directors of the company expressed their independent opinions on the matter. The board of supervisors verified the list of incentive objects reserved for the grant date and issued verification opinions.
(II) differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
The restricted stock incentive plan implemented this time is consistent with the content of the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) deliberated and approved by the company’s third extraordinary general meeting in 2021.
(III) explanation of the board of directors on meeting the grant conditions and opinions of the independent directors and the board of supervisors
1. Description of the board of directors on the eligibility of this grant
According to the provisions on the grant conditions in the incentive plan approved by the general meeting of shareholders, the restricted shares granted to the incentive object shall meet the following conditions 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 Circumstances where equity incentive is prohibited by 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 Having the circumstances that the company law of the people’s Republic of China (hereinafter referred to as the “company law”) stipulates that he shall not serve as a director or senior manager of the company;
⑤ Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
After careful verification, the board of directors of the company has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. The conditions for granting some restricted shares reserved in the incentive plan have been met.
2. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the company’s third extraordinary general meeting in 2021, the board of directors determined that the grant date of some restricted shares reserved in the company’s incentive plan was January 12, 2022, which was in line with the administrative measures for equity incentive and other laws and regulations and the relevant provisions on the grant date in the incentive plan (Draft). (2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
(3) The incentive objects reserved and granted by the company this time comply with the relevant laws and regulations such as the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the provisions on the qualification of the incentive plan in the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”), They all meet the conditions of incentive objects specified in the measures for the administration of equity incentive and the scope of incentive objects specified in this incentive plan. Their subject qualification as incentive objects of the company’s restricted stock incentive plan in 2021 is legal and effective.
(4) The company’s implementation of this incentive plan is conducive to further improve the company’s governance structure, establish and improve the company’s incentive and restraint mechanism, enhance the company’s management team and key employees’ sense of responsibility and mission for realizing the sustainable and healthy development of the company, is conducive to the sustainable development of the company, and does not damage the interests of the company and all shareholders.
On the th, it was agreed to grant 191400 restricted shares to 34 incentive objects at the grant price of 71.54 yuan / share. 3. Verification opinions of the board of supervisors on whether the grant meets the conditions
(1) The board of supervisors believes that the company is not prohibited from implementing the equity incentive plan as stipulated in the measures for the administration of equity incentive and other laws, regulations and normative documents, and the company is qualified to implement the equity incentive plan.
The incentive objects reserved for grant in this incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents, and meet the incentive object conditions specified in the measures for the administration of equity incentive and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”), It complies with the scope of incentive objects specified in the company’s incentive plan (Draft) and its summary, and its subject qualification as the incentive object granted and reserved part of restricted shares in the company’s restricted stock incentive plan in 2021 is legal and effective. (2) The board of supervisors believes that the grant date of some restricted shares reserved in the incentive plan complies with the relevant provisions on the grant date in the administrative measures for equity incentive and the company’s incentive plan (Draft) and its summary. In conclusion, the board of supervisors agreed to grant 191400 restricted shares to 34 eligible incentive objects with January 12, 2022 as the reserved grant date of some restricted shares.
(IV) specific conditions of reservation grant
1. Reserved grant date: January 12, 2022
2. Number of granted shares: 191400 shares, accounting for 0.25% of the current total share capital of 75988036 shares
3. Number of persons granted: 34
4. Grant price: 71.54 yuan / share
5. Stock source: the company issues RMB common shares (A shares) to incentive objects
6. Validity period, vesting period and vesting arrangement of incentive plan
(1) Validity period of incentive plan
The validity period of the incentive plan shall be no more than 36 months 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.
(2) Vesting period and vesting arrangement
The restricted shares granted under the incentive plan will be vested in batches according to the agreed proportion 12 months after the date of grant, and the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, and the restricted shares obtained by directors and senior managers shall not be vested in the following periods:
① Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
② Within 10 days before the announcement of the company’s performance forecast and performance express;
③ From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
④ Other periods stipulated by CSRC and Shanghai Stock Exchange.
The above “major events” are transactions or other major events that the company shall disclose in accordance with the listing rules.
The vesting period and arrangement of restricted shares reserved for grant in the incentive plan are as follows:
Vesting arrangement vesting period number of vested interests in granted
Proportion of total equity
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, 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.
7. List of incentive objects and Awards
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to incentive objects in the proportion of restricted shares granted to the total number of announcement votes (10000 shares) of the incentive plan and the proportion of total daily share capital
1. Core technicians (3 persons)
Ding Liyong
