Securities code: 688155 securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Announcement No.: 2022-006 Shanghai Sk Automation Technology Co.Ltd(688155)
Summary announcement of restricted stock incentive plan (Draft) 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 this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law. Important content tips: equity incentive method: Class II restricted stock share source: the total number of rights and interests and the total number of subject shares involved in the equity incentive of the company’s RMB common shares (A shares) issued by the company to the incentive object: the 2022 restricted stock incentive plan (Draft) of Shanghai Xianhui Automation Technology Co., Ltd. (hereinafter referred to as “the plan”) The number of restricted shares to be granted by “this incentive plan”, “this incentive plan” or “this plan”) is 1 million shares, accounting for 1.32% of the total share capital of the company at the time of disclosure of the draft incentive plan. 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 disclosure 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.
1、 Purpose of this incentive plan
In order to further improve the corporate governance structure of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company” or ” Shanghai Sk Automation Technology Co.Ltd(688155) “), establish and improve the company’s long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm, sense of responsibility and sense of mission of the company’s core team, and effectively combine the interests of shareholders, the company and the personal interests of the core team, Enable all parties to pay common attention to the long-term development of the company, and on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) The incentive plan is formulated in accordance with the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 – equity incentive information disclosure (hereinafter referred to as the “business guide”) and other relevant laws, regulations, normative documents and the provisions of the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”).
As of the disclosure date of this incentive plan, the company has no other equity incentive plan or other long-term incentive mechanism being implemented for directors, supervisors, senior managers, core technicians and employees.
2、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive tool adopted in this incentive plan is the second type of restricted stock specified in the listing rules and business guide. After meeting the corresponding vesting conditions, the incentive objects who meet the grant conditions of the incentive plan will obtain the RMB common shares (A shares) issued by the company in batches at the grant price, which 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.
(II) source of underlying stock
The source of the underlying stock involved in the incentive plan is the company’s directional issuance of RMB common shares (A shares) to the incentive object.
3、 Number of equity to be granted
The number of restricted shares to be granted under 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 disclosure 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 disclosure 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 incentive plan through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company when the plan is submitted to the general meeting of shareholders for deliberation. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company when the plan is submitted to the general meeting of shareholders for deliberation.
From the date of disclosure of the incentive plan to the date when the incentive object is granted restricted shares, and from the date when the incentive object is granted restricted shares to the date of vesting, the company shall make corresponding adjustments to the number of restricted shares granted / vested in the event of the conversion of capital reserve into share capital, distribution of stock dividends, share splitting, allotment, stock reduction and other matters.
4、 Determination basis, scope and number of rights and interests granted to incentive objects
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, business guide and other relevant laws and regulations, as well as the relevant provisions of normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects granted for the first time in this incentive plan are directors, senior managers, business backbones and other personnel that the board of directors deems necessary to be encouraged (excluding independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children).
The basis for determining the incentive objects of this incentive plan conforms to the purpose of this incentive plan and the requirements of relevant laws and regulations and relevant provisions of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”).
(II) total number and proportion of incentive objects
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 deemed by the board of directors to need incentive.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the incentive object on the designated website in time as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
All incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
(III) distribution of restricted shares granted to incentive objects
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 restricted shares granted to the total number of votes (10000 shares) of the incentive plan on the date of announcement
1. Directors and senior management
Chen Yijian, director of China, executive vice president 2.00% 0.03% manager, financial director
people
Zhang Mingtao, deputy general manager of China 2.00% 0.03%
He Jiachuan, deputy general manager of China and Secretary of the board of directors
Subtotal 14.00% 0.18%
2. Other incentive objects
73.52% and 0.97% (145 persons) of other personnel considered by the board of directors to need incentive
3. Reserved part 12.48% 0.16%
Total 100.00% 1.32%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company when the plan is submitted to the general meeting of shareholders for deliberation.
The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation. 2. The incentive objects of this plan do not include 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.
3. The incentive objects of some reserved restricted shares shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the express opinions of independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required.
4. The discrepancy between the total number of values in the above table and the mantissa of the sum of values in each sub item is caused by rounding.
(IV) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of not less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects 5 days before the general meeting of shareholders of the company considers the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
(V) during the implementation of the incentive plan, if the incentive object is not allowed to become the incentive object as stipulated in the management measures and the incentive plan, the company cannot grant restricted shares to the incentive object, and the restricted shares granted to the incentive object but not yet vested will be cancelled and invalid.
5、 Relevant schedule of equity incentive plan
(I) validity period of this incentive plan
The validity period of this 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.
(II) relevant date and period of this incentive plan
1. Grant date
The grant date shall be determined by the board of directors after the plan is deliberated and approved by the general meeting of shareholders of the company. The grant date must be delivery. If the above work is not completed within 60 days, the implementation of the plan will be terminated and the non granted restricted shares will become invalid. 2. Vesting period and vesting arrangement
After 12 months from the date of the first grant of the incentive plan, and after the incentive object meets the corresponding attribution conditions, the restricted shares granted for the first time will be attributed in batches according to the agreed proportion. The attribution date must be the trading day, and the restricted shares obtained by directors and senior managers shall not be attributed within 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 vesting period and arrangement of restricted shares granted for the first time are as follows:
The proportion of the number of vested interests in the total granted interests during the vesting period of the vesting arrangement
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 vesting period and vesting arrangement of the reserved restricted shares are as follows:
The proportion of the number of vested interests in the total granted interests during the vesting period of the vesting arrangement
12 months after the date of grant of reserved restricted shares
From the first trading day of the first vesting period to 50% of the reserved restricted stock grant
The last trading day within 24 months from the date
After 24 months from the date of grant of reserved restricted shares
From the first trading day of the second vesting period to 50% of the reserved restricted stock grant
The last trading day within 36 months from the date
The restricted shares granted to the incentive object under the incentive plan shall not be transferred before vesting
