Dbappsecurity Co.Ltd(688023) board of supervisors
Verification opinions on the company’s 2022 restricted stock incentive plan (Draft)
The board of supervisors of Dbappsecurity Co.Ltd(688023) (hereinafter referred to as the “company”) shall, 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”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) Relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange on the Kechuang board (hereinafter referred to as the “Listing Rules”), the self regulatory guide for companies listed on the Kechuang board No. 4 – disclosure of equity incentive information, and the relevant provisions of the Dbappsecurity Co.Ltd(688023) articles of Association, The company has verified the 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” or “this restricted stock incentive plan”), and the verification opinions are as follows:
1. The company does not have any circumstances that prohibit the implementation of the equity incentive plan as stipulated in the administrative measures and other laws and regulations, including: (1) the financial 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, 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 incentive plan 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) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; (3) 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; (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 the equity incentive of listed companies according to laws and regulations; (6) Other circumstances recognized by the CSRC. The incentive object does 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 incentive plan (Draft). Their subject qualification as the incentive object of the 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 the company law, securities law, administrative measures, listing rules and other relevant laws, regulations and normative documents; The granting and attribution of restricted shares to each incentive object (including the number of grants, grant date, grant price, attribution conditions and other matters) did not violate the provisions of relevant laws and regulations, and did not infringe the interests of the company and all shareholders. The relevant proposals of this restricted stock incentive plan can only be implemented after being 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 the equity incentive plan by the company will further improve the corporate governance structure, establish and improve the company’s long-term incentive mechanism, attract and retain excellent 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, which is conducive to the sustainable development of the company, There is no situation that damages the interests of the company and all shareholders.
To sum up, we agree that the company will implement the restricted stock incentive plan in 2022.
Dbappsecurity Co.Ltd(688023) board of supervisors February 23, 2022
