Shanghai Sk Automation Technology Co.Ltd(688155)
Independent opinions of independent directors on matters related to the 30th meeting of the second board of directors
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 rules for independent directors of listed companies, the Listing Rules for shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "Listing Rules")“ As an independent director of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as the "company"), we hereby express the following independent opinions on the relevant matters considered at the 30th meeting of the second board of directors:
1、 Independent opinions on the proposal on changing the Secretary of the board of directors of the company
After reviewing Mr. He Jiachuan's personal resume and other relevant materials, we believe that Mr. He Jiachuan has obtained the qualification certificate of secretary of the board of directors of science and Innovation Board issued by Shanghai Stock Exchange, has relevant professional knowledge and work experience, and has the ability to perform his duties and job conditions, His qualifications comply with the relevant provisions of the company law, the listing rules and the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation. He is not allowed to serve as a senior manager of the company as stipulated in the company law and the articles of Association, and has not been subject to administrative punishment by the China Securities Regulatory Commission, There is no case that the China Securities Regulatory Commission has determined that the market is prohibited or the prohibition period has not expired. The company's nomination and appointment procedures for Mr. He Jiachuan and the voting results of the board of directors comply with the company law, the articles of association and other relevant provisions.
In conclusion, we agree to employ any Mr. Jiachuan as the Secretary of the board of directors of the company, and the term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the term of office of the second board of directors of the company.
2、 Independent opinions on the proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary
1. The formulation, review process and contents of the company's restricted stock incentive plan (Draft) in 2022 and its summary comply with the provisions of relevant laws and regulations such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures").
2. The company has the subject qualification to implement the equity incentive plan, and it is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents.
3. The incentive objects determined in the restricted equity incentive plan comply with the company law and other laws, regulations and the articles of association. At the same time, the incentive objects are not prohibited from becoming incentive objects as stipulated in the management measures, and the subject qualification of incentive objects is legal and effective.
4. The content of this restricted equity incentive plan complies with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents, The arrangement of granting restricted shares to each incentive object and the ownership arrangement of the restricted shares granted to each incentive (including the number of grants, grant date, grant conditions, grant price, vesting date, vesting conditions, etc.) do not violate the provisions of relevant laws and regulations, and do not infringe the interests of the company and all shareholders.
5. There is no plan or arrangement for the company to provide loans, loan guarantees or any other financial assistance to the incentive object in this restricted equity incentive plan.
6. The company's implementation of the restricted equity incentive plan can improve the company's long-term incentive and restraint mechanism, improve the company's sustainable development ability, fully mobilize the enthusiasm, sense of responsibility and sense of mission of the company's core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and improve the management efficiency and the enthusiasm, creativity and sense of responsibility of all parties, And ultimately improve the company's performance.
In conclusion, the independent directors believe that the implementation of this restricted stock incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, and there is no situation that damages the interests of the company and all shareholders of the company, especially minority shareholders. The incentive objects granted by the company's restricted stock incentive plan meet the conditions for becoming restricted stock incentive objects specified in laws, regulations and normative documents. The independent directors unanimously agreed that the company would implement the restricted stock incentive plan and agreed that the board of directors would submit the matter to the general meeting of shareholders for deliberation.
3、 Independent opinions on the scientificity and rationality of the indicators set in this restricted stock incentive plan. The assessment indicators of this restricted stock incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
At the company level, the performance indicators in 2022 and 2023 are operating revenue growth rate or net profit growth rate. The operating income index and net profit index can truly reflect the company's operation, profitability and growth. They are effective indicators to predict the development trend and growth of the enterprise's business. After reasonable prediction and considering the incentive effect of this restricted stock incentive plan, the company has set the target of taking the operating revenue or net profit in 2021 as the base, the growth rate of operating revenue or net profit in 2022 is not less than 50%, and the growth rate of operating revenue or net profit in 2023 is not less than 100%; For reserved restricted stocks, if the stock grant is completed in 2022, the performance indicators are the same as the above indicators. If the stock grant is completed in 2023, the company has set the target of taking the operating revenue or net profit in 2021 as the base, the growth rate of operating revenue or net profit in 2023 is not less than 100%, and the growth rate of operating revenue or net profit in 2024 is not less than 200%.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation on the work performance of incentive objects. The company will determine whether the individual incentive object meets the attribution conditions according to the performance evaluation results of the incentive object.
In conclusion, the independent directors believe that the assessment system of the company's restricted stock incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on the incentive objects, which can achieve the assessment purpose of the incentive plan. The independent directors unanimously agreed that the company would implement the restricted stock incentive plan, and agreed that the board of directors would submit relevant matters to the general meeting of shareholders for deliberation. The opinions are hereby.
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