Shanghai Sk Automation Technology Co.Ltd(688155) verification opinions of the board of supervisors on the company’s restricted stock incentive plan (Draft) in 2022
According to 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”) After careful review, we express the following opinions on the matters related to the 2022 restricted stock incentive plan to be implemented by Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as the “company”):
1. The company does not have any circumstances that prohibit the implementation of the equity incentive plan as stipulated in the management measures, equity incentive information disclosure and other laws, regulations and normative documents, including: (1) the financial and accounting report of the latest fiscal year was issued with a negative opinion or an audit report that could not express an opinion by the certified public accountant; (2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant; (3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing; (4) Equity incentive is not allowed according to laws and regulations; (5) Other circumstances recognized by the CSRC. The company is qualified to implement the equity incentive plan.
2. The incentive objects determined by the company’s restricted stock plan in 2022 do not exist under the following circumstances: (1) they have been identified as inappropriate candidates by the stock exchange in the last 12 months; (2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months; (3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months; (4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations; (6) Other circumstances recognized by the CSRC. The incentive objects do not include the independent directors and supervisors of the company. The incentive objects meet the incentive object conditions specified in the administrative measures and listing rules, and the scope of incentive objects specified in the company’s restricted stock incentive plan (Draft) in 2022 (hereinafter referred to as “incentive plan (Draft)”), and their subject qualification as incentive objects of the company’s restricted stock incentive plan is legal and effective.
3. The formulation, review process and contents of the company’s incentive plan (Draft) comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules and so on; The granting and attribution of restricted shares to each incentive object (including the number of grants, grant date, grant price, term of office requirements, attribution conditions, etc.) does not violate the provisions of relevant laws and regulations, and does not infringe the interests of the company and all shareholders. The relevant proposals of this restricted stock incentive plan shall not be implemented until they are submitted to the general meeting of shareholders for deliberation and approval.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The implementation of equity incentive plan by the company can improve the incentive mechanism of the company and the distribution mechanism combining incentive and restraint, so that the employees and shareholders of the company form a community of interests, improve management efficiency and level, which is conducive to the sustainable development of the company, and there is no obvious damage to the interests of listed companies and all shareholders.
To sum up, we agree that the company will implement the restricted stock incentive plan in 2022.
Shanghai Sk Automation Technology Co.Ltd(688155) board of supervisors January 18, 2022
