Securities code: Shanghai Sk Automation Technology Co.Ltd(688155) securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Announcement No.: 2022054 Shanghai Sk Automation Technology Co.Ltd(688155)
Notice on convening the third extraordinary general meeting of shareholders in 2022
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 the announcement, and bear legal responsibility for the authenticity, accuracy and integrity of the contents according to law.
Important content tips:
Date of shareholders’ meeting: June 20, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
1、 Basic information of the meeting (I) type and session of the general meeting of shareholders
The third extraordinary general meeting of shareholders in 2022 (II) convener of the general meeting of shareholders: Board of directors (III) voting method: the voting method adopted in this general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of the on-site meeting
Date and time: 14:00 on June 20, 2022
Venue: conference room 315, third floor, Xiaokunshan town community cultural center, No. 6201, Wenxiang Road, Songjiang District, Shanghai (V) online voting system, start and end date and voting time.
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from June 20, 2022
To June 20, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. (VI) voting procedures for margin trading, refinancing, agreed repurchase business accounts and investors of Shanghai Stock connect
The voting of accounts related to margin trading, refinancing business, agreed repurchase business and Shanghai Stock connect investors shall be carried out in accordance with the relevant provisions of the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation. (VII) involving public solicitation of shareholders’ voting rights
II. Matters not considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Voting shareholder type serial number proposal name A-share shareholder
Non cumulative voting motion
1 √ about the company paying cash to purchase assets and constituting major asset reorganization
Proposal for
2.00 proposal on the company’s major asset restructuring plan √
2.01 counterparty, transaction object and transaction method √
2.02 the transaction price and pricing basis √
2.03 attribution of profits and losses of the subject asset from the base date of evaluation to the delivery date √
2.04 contractual obligations and liabilities for breach of contract for ownership transfer of the subject assets √
2.05 performance commitment and compensation arrangement √
2.06 validity period of resolution √
3. Discussion on the fact that this major asset reorganization of the company does not constitute related party transactions √
Case
4. On the company’s major asset restructuring does not constitute listed company weight √
The measures for the administration of large assets reorganization the measures for the reorganization and listing stipulated in Article 13
Proposal
5. On the company’s major asset reorganization meeting the requirements of standard listing √
Provisions on several issues of the company’s major asset reorganization provisions of Article 4
Proposal
6. The company’s major asset reorganization meets the requirements of major √ of listed companies
Measures for the administration of asset restructuring proposal under Article 11
7. The company’s major asset restructuring complies with Shanghai Securities Exchange √
Article 11.2 and Shanghai Stock Exchange
Review rules for major asset restructuring of listed companies on the science and technology innovation board Article 7
Proposal
8 “on the independence of the appraisal institution, the rationality of the premise of the appraisal hypothesis and the evaluation √”
Discussion on the correlation between appraisal method and appraisal purpose and the fairness of appraisal pricing
Case
9. Pricing basis, fairness and rationality of this major asset restructuring √
Proposal for clarification
10 “on approval of audit report and preparation for examination related to this major asset reorganization” √
Proposal on review report and asset appraisal report
11 Shanghai Sk Automation Technology Co.Ltd(688155) major assets √
Production purchase report (Draft) proposal on its summary
12 discussion on signing equity acquisition agreement and performance compensation agreement √
Case
13 on diluted immediate return and filling measures for this major asset restructuring √
And commitments of relevant subjects
14 “on the completeness and √ of the legal procedures for the performance of this major asset reorganization”
Proposal on compliance and effectiveness of legal documents submitted
15. On this major asset restructuring, the relevant entities do not exist listed companies √
Regulatory guidance No. 7 – major asset restructuring of listed companies
Regulation of abnormal stock trading Article 13 shall not participate in any listed company
Proposal on major asset restructuring of the company
16. On whether the fluctuation of the company’s stock price reaches on regulating listing √
Notice on the company’s information disclosure and the behavior of relevant parties Article 5
Standard proposal
17 proposal on employing intermediaries related to this transaction √
18. Proposal for the general meeting of shareholders to authorize the board of directors to handle this major √
Proposal on matters related to asset restructuring
1. Explain the time and media of disclosure of each proposal
The above proposals have been deliberated and adopted at the second meeting of the third board of directors and the second meeting of the third board of supervisors held by the company on May 20, 2022.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And relevant announcements disclosed by China Securities News, Shanghai Securities News, securities times and Securities Daily.
Before the third extraordinary general meeting of shareholders in 2022, the company will be on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the information of the third extraordinary general meeting of shareholders in Shanghai Sk Automation Technology Co.Ltd(688155) 2022. 2. Special resolution proposal: proposal 1-183. Proposal on separate vote counting for small and medium-sized investors: proposal 1-184. Proposal involving avoidance of voting by related shareholders: none
Names of affiliated shareholders who should avoid voting: none 5. Proposals involving preferred shareholders’ participation in voting: none 3. Voting precautions for the general meeting of shareholders (I) if the shareholders of the company exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, they can log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) to vote, You can also log in to the Internet voting platform (website: vote. Sseinfo. Com.) Vote. For the first time to log in to the Internet voting platform to vote, investors need to complete shareholder identity authentication. Please refer to the instructions on the website of the Internet voting platform for specific operations. (II) if the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail. (III) shareholders can submit all proposals only after voting. 4、 Participants of the meeting (I) at the closing of the afternoon of the equity registration day, the shareholders of the company registered in China depository and Clearing Co., Ltd. Shanghai branch have the right to attend the general meeting of shareholders (see the table below for details), and can entrust agents to attend the meeting and vote in writing. The agent need not be a shareholder of the company.
Stock category Stock Code Stock abbreviation equity registration date
A shares Shanghai Sk Automation Technology Co.Ltd(688155) Shanghai Sk Automation Technology Co.Ltd(688155) 2022 / 6 / 9
(II) directors, supervisors and senior managers of the company. (III) lawyers employed by the company. (IV) other personnel v. meeting registration method (I) meeting registration method 1. Legal person shareholders shall be represented by their legal representatives or their entrusted agents. If the legal representative attends the meeting, he / she shall register with the company with a copy of the business license (stamped with the company’s official seal), his / her ID card and the account card of the legal person shareholder; If the legal representative entrusts an agent to attend the meeting, the agent shall register with the company with a copy of the business license (stamped with the official seal), his own ID card, the power of attorney issued by the legal representative according to law and the account card of the legal person shareholder; 2. Natural person shareholders who attend the meeting in person shall register with the company with their ID card and shareholder account card;
If an agent is entrusted to attend the meeting, the agent shall register with the company with his ID card, power of attorney and shareholder account card; 3. Non local shareholders can register by letter or fax. The letter or fax shall be subject to the time of arrival at the company. The letter or fax must indicate the shareholder’s name, shareholder’s account, contact address, postal code and contact telephone number, and attach the copies of the supporting materials listed in paragraphs 1 and 2 above. When attending the meeting, it is necessary to bring the original. Please indicate the words “general meeting of shareholders” on the letter; The company does not accept telephone registration. (II) meeting registration time
Registration time: June 16, 2022 (10:00-12:00 am, 14:00-17:00 PM)
(III) the registration place of the meeting is room 6, No. 518, Guanghua Road, Songjiang District, Shanghai. Other matters (I) the transportation and accommodation expenses of shareholders or agents attending the meeting shall be borne by themselves. (II) shareholders attending the meeting shall arrive at the meeting site half an hour in advance to sign in. (III) meeting contact information contact address: No. 518, Guanghua Road, Songjiang District, Shanghai Tel.: 02157858808 contact person: he Jiachuan
It is hereby announced.
Shanghai Sk Automation Technology Co.Ltd(688155) board of directors may 23, 2022 Annex: power of attorney
Annex: power of attorney
Power of attorney
Shanghai Sk Automation Technology Co.Ltd(688155) ：
I hereby entrust Mr. (Ms.) to attend the third extraordinary general meeting of shareholders of your company in 2022 held on June 20, 2022 on behalf of my unit (or myself) and exercise voting rights on behalf of me. Number of ordinary shares held by the trustor: number of preferred shares held by the trustor: account number of the trustor’s shareholder:
No. name of non cumulative voting proposal agree against abstain
1. About the company’s payment of cash to purchase assets and its composition
Proposal on major asset restructuring
2.00 notice on the company’s major asset restructuring plan
Proposal
2.01 counterparty, transaction object and transaction method of this transaction
2.02 transaction price and pricing basis
2.03 the period from the benchmark date to the delivery date of the subject assets
Attribution of profit and loss
2.04 contractual obligations and procedures for ownership transfer of the subject assets
Liability for breach of contract
2.05 performance commitment and compensation arrangement
2.06 validity of resolution
3. The company’s major assets reorganization does not constitute
Proposal on related party transactions
4. The company’s major assets reorganization does not constitute
Measures for the administration of major asset restructuring of listed companies
Proposal on reorganization and listing as stipulated in Article 13
5. On the compliance of the company’s major asset restructuringIssues on regulating major asset restructuring of listed companies
Provisions on issues proposal under Article 4
6. On compliance of the company’s major asset restructuringMeasures for the administration of major asset restructuring of listed companies
Proposal stipulated in Article 11
7. On the compliance of the company’s major asset restructuringRegulations on the listing of shares on the science and Innovation Board of Shanghai Stock Exchange
Then Article 11.2 and Shanghai Stock Exchange Kechuang
Heavy assets of listed companies on the board
