Securities code: 688155 securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Shanghai Sk Automation Technology Co.Ltd(688155)
Restricted stock incentive plan for 2022
(Draft)
Shanghai Sk Automation Technology Co.Ltd(688155)
January 2002
statement
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.
All incentive objects of the company promise that if the company does not comply with the granted rights and interests or the ownership arrangement of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall return all the benefits obtained from the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
hot tip
1、 The incentive plan is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the business guide for information disclosure of listed companies on science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws Regulations, normative documents and Shanghai Sk Automation Technology Co.Ltd(688155) articles of association are formulated.
2、 The incentive tools adopted in the incentive plan are the second type of Restricted Shares specified in the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 – equity incentive information disclosure. The stock source is the directional issuance of RMB common shares (A shares) by the company to the incentive objects.
The incentive objects who meet the grant conditions of the incentive plan will obtain the additional RMB common shares (A shares) issued by the company in installments at the grant price after meeting the corresponding attribution conditions. These shares will be registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company before they are vested, and the restricted shares shall not be transferred, used for guarantee or debt repayment.
3、 The number of restricted shares to be granted in the incentive plan is 1 million shares, accounting for 1.32% of the total share capital of the company at the time of announcement of the draft incentive plan of 75988036 shares. Among them, 875200 shares were granted for the first time, accounting for 1.15% of the total share capital of the company at the time of announcement of the draft incentive plan and 87.52% of the total equity granted this time; 124800 shares are reserved, accounting for 0.16% of the total share capital of the company at the time of announcement of the draft incentive plan and 12.48% of the total equity granted this time.
The shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company when the plan is submitted to the general meeting of shareholders for deliberation.
4、 The grant price of restricted shares in the plan is 108.00 yuan / share. From the date of announcement of the draft incentive plan to the date when the incentive object is granted restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the granting price and quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
5、 The total number of incentive objects involved in this incentive plan for the first time is 148, accounting for 6.10% of the total number of employees of the company (the total number of employees of the company as of December 31, 2021 is 2428), including directors, senior managers, business backbones and other personnel that the board of directors deems necessary to be encouraged. (excluding independent directors, supervisors, shareholders individually or jointly holding more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children).
6、 The validity period of the incentive plan shall be no more than 36 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. On the premise that the performance appraisal at the company level and the performance appraisal at the individual level of the incentive object are achieved at the same time, the incentive object can be attributed according to the proportion agreed in the plan.
7、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control over the financial report of the most recent fiscal year has been given a negative opinion or unable to express an opinion by a certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 The incentive objects participating in the incentive plan do not include the company’s independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, the actual controllers of the listed company and their spouses, parents and children. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, and there are no following circumstances that may not be the incentive object:
(I) being identified as inappropriate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) 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;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares in accordance with the incentive plan, including providing guarantee for its loans.
10、 The incentive plan is drafted by the remuneration and assessment committee of the board of directors of the company, submitted to the board of directors of the company for deliberation and approval, and implemented only after it is deliberated and approved by the general meeting of shareholders of the company.
11、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors in accordance with relevant regulations to grant incentive objects, and complete announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan will be terminated and the non granted restricted shares will become invalid (according to the measures for the administration of equity incentive of listed companies and other relevant laws and regulations, the period during which the listed company shall not grant restricted shares shall not be counted within 60 days). The granting object of reserved restricted shares shall be defined within 12 months after the plan is considered and approved by the general meeting of shareholders. If the incentive object is not defined within 12 months, the reserved restricted shares shall become invalid.
12、 The implementation of this incentive plan will not cause the equity distribution to fail to meet the requirements of listing conditions.
catalogue
Declare that 2 special tips Section 1 interpretation Section 2 purpose and principles of this incentive plan Section III Management Organization of this incentive plan Section IV determination basis and scope of incentive objects eleven
1、 Determination basis of incentive object eleven
2、 Scope of incentive objects eleven
3、 Verification of incentive objects Section V incentive mode, source, quantity and distribution of restricted shares twelve
1、 The incentive method and stock source of this incentive plan twelve
2、 Number of restricted shares granted twelve
3、 Distribution of restricted shares granted to incentive objects Section VI validity period, grant date, ownership arrangement and lock up period of this incentive plan fourteen
1、 The validity period of this incentive plan fourteen
2、 The grant date of this incentive plan fourteen
3、 The vesting period and arrangement of the incentive plan fourteen
4、 The lock up period of this incentive plan Section 7 grant price of restricted shares and determination method of grant price sixteen
1、 The grant price of restricted shares sixteen
2、 Method for determining the grant price of restricted shares Section 8 vesting and vesting conditions of restricted shares eighteen
1、 Conditions for granting restricted shares eighteen
2、 Vesting conditions of restricted shares eighteen
3、 Description of the scientificity and rationality of the assessment indicators Section 9 adjustment methods and procedures of restricted stock incentive plan twenty-two
1、 Adjustment method for the number of restricted shares granted and vested twenty-two
2、 Adjustment method of restricted stock grant price twenty-two
3、 Adjustment procedure of restricted stock incentive plan Section 10 accounting treatment of restricted stock incentive plan twenty-four
1、 Fair value and determination method of restricted shares twenty-four
2、 It is expected that the implementation of restricted shares will have an impact on the operating performance of each period Section 11 implementation procedures of restricted stock incentive plan twenty-six
1、 Procedures for the entry into force of the restricted stock incentive plan twenty-six
2、 Procedures for granting restricted stock incentive plans twenty-six
3、 Vesting procedures for restricted stock incentive plans twenty-seven
4、 Change procedure of restricted stock incentive plan twenty-seven
5、 Termination procedures for restricted stock incentive plans Section 12 respective rights and obligations of the company / incentive object twenty-nine
1、 Rights and obligations of the company twenty-nine
2、 Rights and obligations of incentive objects Section 13 handling of changes in the company / incentive object thirty-one
1、 Handling of changes in the company thirty-one
2、 Handling of changes in the personal situation of the incentive object thirty-one
3、 Dispute or dispute resolution mechanism between the company and the incentive object 33 section 14 Supplementary Provisions thirty-four
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 means Shanghai Sk Automation Technology Co.Ltd(688155)
/This incentive plan of the listed company
/This incentive plan / refers to the Shanghai Sk Automation Technology Co.Ltd(688155) 2022 restricted stock incentive plan
Restricted stock / the company’s shares 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
ticket
The incentive object refers to the directors, senior managers, business backbones 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 the first 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 according to relevant laws and regulations
CSRC / CSRC refers to China Securities Regulatory Commission
Supervisory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Independent financial advisor means Dongxing Securities Corporation Limited(601198)
Independent financial advisor refers to the report of Dongxing Securities Corporation Limited(601198) on Shanghai Sk Automation Technology Co.Ltd(688155) report / this report on the 2022 restricted stock incentive plan (Draft)
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
The business guide refers to the self regulatory guide for companies listed on the science and Innovation Board No. 4 – disclosure of equity incentive information
Note: 1. The financial data and financial indicators quoted in this report, unless otherwise specified, refer to
