Securities code: 688155 securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Announcement No.: 2022-007 Shanghai Sk Automation Technology Co.Ltd(688155)
Announcement on public solicitation of entrusted voting rights by independent directors
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:
Time for collecting voting rights: January 27, 2022 to January 28, 2022
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company’s shares
In accordance with the relevant provisions of the measures for the administration of equity incentive of Listed Companies promulgated by the China Securities Regulatory Commission and entrusted by other independent directors of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as the “company”), Mr. Wang Zhong, an independent director, is the collector, Solicit voting rights from all shareholders of the company on the proposals related to equity incentive to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on February 7, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
(I) basic information of the recruiter
1. The current independent director of the company, Mr. Wang Zhong, is the person soliciting voting rights. The basic information is as follows:
Mr. Wang Zhong (independent director): Chinese nationality, without overseas permanent residency, born in October 1967, with a bachelor’s degree. From 1990 to 1993, he worked in the legal department of Fushun Administration for Industry and commerce; From 1993 to 1997, he worked in Fushun No. 1 law firm; Worked in Fushun Bida law firm from 1997 to 2000; Worked in Shanghai Guanghai law firm from 2000 to 2002; Since 2002, he has served as the director of Beijing Kyoto (Shanghai) law firm. He has been an independent director of the company since June 2017.
2. The collector does not hold the company’s shares, has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
3. The collector and its main immediate family members have not reached any agreement or arrangement on matters related to the company’s equity; As an independent director of the company, he has no interest relationship with the directors, senior managers, major shareholders and their affiliates of the company and the solicitation.
(II) solicit the voting opinions and reasons of the voting matters
As an independent director of the company, the recruiter attended the 30th meeting of the second board of directors held on January 18, 2022, For the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary and the proposal on the measures for the administration of the implementation of the company’s 2022 restricted stock incentive plan related to the implementation of the company’s 2022 restricted stock incentive plan (hereinafter referred to as the “restricted stock incentive plan”) All three proposals of 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 in 2022 voted for approval, and expressed independent opinions on the implementation of the restricted stock incentive plan by the company.
The solicitors believe that the company’s restricted stock incentive plan is conducive to promoting the sustainable development of the company and forming a long-term incentive mechanism for the company’s management team, without damaging the interests of the company and all shareholders, especially minority shareholders. The incentive objects of the company’s restricted stock incentive plan meet the conditions for becoming incentive objects specified in laws, regulations and normative documents.
2、 Basic information of the general meeting of shareholders
(I) meeting time:
1. Date and time of on-site meeting: 14:00, February 7, 2022
2. Online voting time: on February 7, 2022, the company adopted the online voting system of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting, i.e. 9:15-9:25, 9:30-11:30 and 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.
(II) meeting place
Conference room 315, third floor, Xiaokunshan town community cultural center, 6201 Wenxiang Road, Songjiang District, Shanghai
(III) proposals requiring proxy voting rights
Type of voting shareholder
No. proposal name
Shareholders of a shares
Non cumulative voting motion
1. About the company’s 2022 restricted stock incentive plan √
(Draft) > proposal with its abstract
2. About the company’s 2022 restricted stock incentive plan √
Proposal on implementation of assessment management measures
3. Proposal for the general meeting of shareholders to authorize the board of directors to handle 2022 √
Proposal on matters related to the annual restricted stock incentive plan
For details of the convening of the general meeting of shareholders, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 19, 2022 And the notice of Shanghai Sk Automation Technology Co.Ltd(688155) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-008) published in China Securities News, Shanghai Securities News, securities times and Securities Daily.
3、 Solicitation scheme
In accordance with the current laws, administrative regulations and normative documents of China and the provisions of the Shanghai Sk Automation Technology Co.Ltd(688155) articles of association, the collector has formulated the scheme for the solicitation of voting rights. The specific contents are as follows:
By the end of the transaction on the afternoon of January 25, 2022, all shareholders registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
(II) collection time: from January 27, 2022 to January 28, 2022 (9:00-11:30 a.m. and 14:00-17:00 p.m.).
(III) collection method: it is publicly available on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And publish announcements on designated media to solicit voting rights.
(IV) collection procedure
1. If the shareholders decide to entrust the soliciter to vote, they shall fill in the power of attorney for public solicitation of voting rights of independent directors (hereinafter referred to as the “power of attorney”) item by item according to the format and content determined in the annex to this report.
2. Submit the power of attorney and other relevant documents signed by me to the company’s secretary office entrusted by the collector; The power of attorney and other relevant documents shall be signed and received by the Board Secretary Office of the company for the solicitation of voting rights:
(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, a copy of the certificate of legal representative, the original power of attorney and a copy of the shareholder’s account card; All documents provided by the legal person shareholder in accordance with this article shall be signed page by page by the legal representative and stamped with the official seal of the shareholder unit;
(2) If the entrusted voting shareholder is an individual shareholder, it shall submit a copy of its own ID card, the original power of attorney and a copy of the shareholder’s account card;
(3) If the power of attorney is signed by another person authorized by the shareholder, the power of attorney shall be signed by a notary organ. The power of attorney does not need to be notarized.
3. After the entrusted voting shareholders have prepared relevant documents according to the requirements of point 2 above, they shall deliver the power of attorney and relevant documents by personal delivery, registered letter or express mail within the collection time and at the address specified in this report; If registered letter or express mail is adopted, the receiving time shall be subject to the receiving time of the company’s secretary office.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholders entrusted to vote are:
Address: Building 7, No. 518, Guanghua Road, Songjiang District, Shanghai
Attention: he Jiachuan
Postal Code: 201614
Tel.: 021-57858808
Fax: 021-57858806
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and indicate the words “power of attorney for public solicitation of entrusted voting rights by independent directors” in a prominent position.
(V) after the documents submitted by the entrusted voting shareholders are delivered and reviewed by the witness lawyer of the law firm, the authorized entrustment meeting all the following conditions will be confirmed as valid:
1. The power of attorney and relevant documents have been delivered to the designated place in accordance with the requirements of the solicitation procedure of this announcement;
2. Submit the power of attorney and relevant documents within the collection time;
3. The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this announcement, and the authorized content is clear, and the relevant documents submitted are complete and effective;
4. The basic information of the shareholders submitting the power of attorney and relevant documents is consistent with the contents recorded in the register of shareholders; 5. The voting right of the solicitation matters is not entrusted to anyone other than the soliciter. If a shareholder repeatedly authorizes the collector of his voting rights on the solicitation matters, but the authorization contents are different, the power of attorney signed by the shareholder last time shall be valid. If the signing time cannot be judged, the power of attorney received last shall be valid. If the order of receipt cannot be judged, the collector shall ask the authorized trustee for confirmation by inquiry, If the authorization content cannot be confirmed through this method, the authorization delegation is invalid;
6. After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder may attend the meeting in person or by proxy, but has no voting right on the solicitation.
(VI) in case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following methods:
1. After the shareholder entrusts the voting right of the solicitation to the solicitor, and explicitly revokes the authorization to the solicitor in writing before the deadline of on-site meeting registration, the solicitor will deem that its authorization to the solicitor will automatically become invalid;
2. If a shareholder authorizes a person other than the collector to exercise and attend the meeting, and expressly revokes the authorization to the collector in writing before the registration time of the on-site meeting, the collector will determine that its authorization to the collector is automatically invalid; If the authorization to the collector is not explicitly revoked in writing before the deadline of on-site meeting registration, the authorization to the collector shall be the only valid authorization;
3. Shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and select one of “agree”, “oppose” and “abstain” and tick “√”. If more than one is selected or not selected, the solicitor will deem its authorization invalid.
(VII) due to the particularity of soliciting voting rights, when examining the power of attorney, only the formal examination shall be conducted on the power of attorney submitted by the shareholders according to this announcement, and the substantive examination shall not be conducted on whether the signature and seal on the power of attorney and relevant documents are actually signed or sealed by the shareholders themselves or whether such documents are actually issued by the shareholders themselves or the authorized agents of the shareholders. The power of attorney and relevant supporting documents meeting the formal requirements specified in this announcement are confirmed to be valid.
Annex: power of attorney for public solicitation of voting rights of independent directors
It is hereby announced.
Collected by: Wang Zhong January 19, 2022
enclosure:
Shanghai Sk Automation Technology Co.Ltd(688155)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that before signing this power of attorney, I / we have carefully read the announcement on public solicitation of entrusted voting rights by independent directors, Shanghai Sk Automation Technology Co.Ltd(688155) notice on convening the first extraordinary general meeting of shareholders in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights, We have fully understood the voting rights solicitation and other relevant situations.
I / the company, as the authorized principal, hereby authorize Mr. Wang Zhong, an independent director of Shanghai Sk Automation Technology Co.Ltd(688155) to be my / the company’s agent Shanghai Sk Automation Technology Co.Ltd(688155) for the first extraordinary general meeting of shareholders in 2022, and exercise the right to vote on the matters considered at the following meeting according to the instructions of this power of attorney.
My / our company’s voting opinions on this solicitation of voting rights:
No. name of non cumulative voting proposal: agree, oppose and abstain
1. About the company’s 2022 restricted stock incentive plan
(Draft) > proposal with its abstract
2. About the company’s 2022 restricted stock incentive plan
Proposal on implementation of assessment management measures
3. Proposal for the general meeting of shareholders to authorize the board of directors to handle 2022
Proposal on matters related to the annual restricted stock incentive plan
(the trustor shall express authorization opinions on each proposal. The specific authorization shall be subject to “√” in the corresponding box, choose to agree, oppose or abstain, and check the corresponding form. For the same proposal, only one of the three can be selected. If more than one item is selected or not selected, it shall be deemed that the authorized trustor abstains from voting on the matters under consideration.)
Name of the client (signature or seal):
The ID number of the entrusting shareholder or the registration number of the business license:
Number of shares held by entrusted shareholders:
Entrusted shareholder’s securities account No.:
Date of signing
