Shanghai Guangfa law firm
About Shanghai Sk Automation Technology Co.Ltd(688155)
Restricted stock incentive plan for 2021
Matters related to the grant of reserved 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)
Restricted stock incentive plan for 2021
Legal opinions on matters related to the grant of reserved 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") on the matters related to the reserved restricted stock grant under the equity incentive plan (hereinafter referred to as the "reserved restricted stock grant") 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 rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the "listing rules") issued by Shanghai Stock Exchange Information disclosure business guide No. 4 - equity incentive information disclosure of listed companies on the Kechuang board (hereinafter referred to as the "business guide") and other laws, regulations and normative documents, as well as 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 recognized by the lawyer industry This legal opinion is issued in the spirit of ethics and diligence.
The exchange issues legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declares 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 date of issuance of this legal opinion, they have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
During the investigation for issuing this legal opinion, the company guarantees that it has provided the original written materials and copies that the exchange 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, our lawyers issue the following legal opinions on the matters related to the grant of reserved restricted shares involved in the equity incentive plan.
1、 Approval and authorization of this reserved restricted stock grant
The lawyer of the firm consulted the relevant meeting materials of the company on the matters of the equity incentive plan. According to the verification of our lawyers, the company's equity incentive plan and reserved restricted stock grant have been approved and authorized as follows:
(I) approval and authorization of this equity incentive plan
1. The remuneration and assessment committee of the board of directors of the company formulated the restricted stock incentive plan (Draft) for Shanghai Sk Automation Technology Co.Ltd(688155) 2021 (hereinafter referred to as "stock incentive plan (Draft)") and the measures for the administration of the implementation and assessment of the restricted stock incentive plan for Shanghai Sk Automation Technology Co.Ltd(688155) 2021, 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, 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 the stock incentive plan (Draft), agreed with the company's implementation of this equity incentive, and believed that the assessment body of this equity incentive plan has a restrictive effect on the incentive objects, and can achieve the examination purpose 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 The proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021 and the proposal on verifying the list of some incentive objects granted by the company's restricted stock incentive plan for the first time in 2021, etc.
3. From March 23, 2021 to April 1, 2021, the company publicized the names, positions and nationalities of the proposed incentive objects involved in the first grant of 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 incentive list, and determined that the list of incentive objects involved in the first grant of the company's restricted stock incentive plan in 2021 met the conditions specified in relevant laws, regulations and normative documents, and that 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 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 the restricted stock incentive plan.
6. According to the authorization of the third extraordinary general meeting of shareholders 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 and number of incentive objects granted for the first time in the 2021 restricted stock incentive plan, Adjust the number and number of incentive objects granted for the first time in this equity incentive plan. After this adjustment, the number of incentive objects granted for the first time in this equity incentive plan is adjusted from 143 to 140; The total number of restricted shares granted under the equity incentive plan was adjusted from 1 million shares to 99000 shares, of which the number of restricted shares granted for the first time under the equity incentive plan was adjusted from 820600 shares to 798600 shares, and the number of reserved restricted shares was adjusted from 179400 shares to 191400 shares. In addition to the above adjustments, other contents of the equity incentive plan are consistent with the stock incentive plan (Draft) deliberated and adopted by the third extraordinary general meeting of shareholders in 2021.
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 the number of grants granted for the first time in the equity incentive plan.
7. On April 8, 2021, the company held the 20th meeting of the second board of directors, deliberated and passed the proposal on the first grant of restricted shares to incentive objects. The board of directors considered that the first 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 third extraordinary general meeting of shareholders in 2021, the board of directors determined the equity incentive plan of the company
The grant date for the first grant is April 8, 2021.
Independent directors express independent opinions on matters related to the first grant of the equity incentive plan, agree that the first grant date of the company's equity incentive plan is April 8, 2021, and agree to grant 798600 restricted shares to 140 eligible incentive objects determined in the 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, and verified the equity incentive objects, It is considered that the subject qualification of 140 incentive objects granted restricted shares for the first time is legal and effective, and meets the conditions for the first grant specified in the equity incentive plan.
(II) approval and authorization of this reserved restricted stock grant
On January 12, 2022, the company held the 29th meeting of the second board of directors, deliberated and approved the proposal on granting reserved restricted shares to incentive objects. The board of directors considered that the conditions for granting reserved Restricted Shares specified in the equity incentive plan had been met, and agreed to grant 191400 restricted shares to 34 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 reserved restricted shares was January 12, 2022.
The independent directors expressed independent opinions on matters related to the grant of reserved restricted shares in the equity incentive plan, agreed that the grant date of the company's reserved restricted shares was January 12, 2022, and agreed to grant 191400 restricted shares to 34 eligible incentive objects.
On January 12, 2022, the company held the 22nd Meeting of the second board of supervisors, deliberated and approved the proposal on granting reserved restricted shares to incentive objects, checked the granting objects of reserved restricted shares for this equity incentive, and considered that the subject qualification of 34 incentive objects reserved for granting restricted shares for this equity incentive was legal and effective, Meet the grant conditions specified in the equity incentive plan.
The exchange believes that the matters related to the grant of reserved restricted shares involved in the company's equity incentive plan have obtained the necessary approval and authorization, and comply with the relevant provisions of the administrative measures and the stock incentive plan (Draft). 2、 About this reserved restricted stock grant
(I) grant date of reserved restricted shares
The lawyers of the exchange consulted the relevant meeting documents on the determination of the grant date of the reserved restricted shares. According to the verification of our lawyers, the determination of the grant date of reserved restricted shares is as follows:
1. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan deliberated and adopted at the third extraordinary general meeting of shareholders in 2021, the general meeting of shareholders authorized the board of directors to determine the grant date of the reserved restricted stock.
2. On January 12, 2022, the company held the 29th meeting of the second board of directors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and determined that the grant date of reserved restricted shares was January 12, 2022.
3. According to the verification of our lawyers, the granting date of the reserved restricted shares determined by the board of directors is the trading day, and within 12 months from the date when the shareholders' meeting of the company deliberates and approves the equity incentive plan.
The exchange believes that the granting date of the company's reserved restricted shares this time complies with the relevant laws, regulations, normative documents such as the administrative measures and the relevant provisions of the stock incentive plan (Draft).
(II) about the object, quantity and price of this reserved restricted stock grant
The lawyers of the firm consulted the relevant meeting documents on the object, quantity and price of the reserved restricted stock grant. According to the verification of our lawyers, the object, quantity and price of this reserved restricted stock grant are as follows:
1. On January 12, 2022, the company held the 29th meeting of the second board of directors, deliberated and passed the proposal on granting reserved restricted shares to incentive objects, and agreed that the company would grant 191400 class II restricted shares to 34 incentive objects on January 12, 2022, with the grant price of 71.54 yuan / share.
2. On January 12, 2022, the company held the 22nd Meeting of the second board of supervisors, deliberated and passed the proposal on granting reserved restricted shares to incentive objects, and agreed that the company would grant 191400 class II restricted shares to 34 incentive objects on January 12, 2022, with the grant price of 71.54 yuan / share.
The exchange believes that the object, quantity and price of the reserved restricted shares granted by the company this time comply with the administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the stock incentive plan (Draft). (III) conditions for granting the reserved restricted shares
In accordance with the administrative measures, stock incentive plan (Draft) and other relevant provisions, our lawyers checked the conditions for the grant of the company's reserved restricted shares.
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 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
