Securities code: 688023 securities abbreviation: Dbappsecurity Co.Ltd(688023) Announcement No.: 2022-012 Dbappsecurity Co.Ltd(688023)
Announcement of resolutions of the 15th meeting of the second board of 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 responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
The 15th meeting of the second board of directors of Dbappsecurity Co.Ltd(688023) (hereinafter referred to as “the company”) was notified by means of communication on February 18, 2022 and held by means of communication voting on February 23. The meeting was presided over by Mr. Fan yuan, chairman of the company. There were 9 directors and 9 actual directors. The meeting was held in accordance with the relevant provisions of 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 articles of association, and the resolutions formed were legal and effective.
2、 Deliberations of the board meeting
The following proposals were considered and passed by voting of the directors present:
(I) deliberated and passed the proposal on the company’s use of idle raised funds for cash management
Voting results: 9 in favor, 0 against and 0 abstention.
For details of the proposal, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on using temporarily idle raised funds for cash management. (II) deliberated and passed the proposal on the estimated amount of daily connected transactions of the company in 2022
Related directors Mr. Chen Yingjie, Mr. Wu Zhuoqun and Mr. Zhang Xiaomeng withdrew from voting
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 6 in favor, 0 against and 0 abstention.
For details of the proposal, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement of Dbappsecurity Co.Ltd(688023) on the prediction of daily connected transactions of the company in 2022.
(III) deliberated and adopted the proposal on and its summary
After deliberation, the board of directors of the company agreed that in accordance with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guide for listed companies on the science and innovation board No. 4 – disclosure of equity incentive information and other relevant laws, administrative regulations, normative documents and the articles of association, The company has formulated the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft) and its summary, and plans to implement the company’s 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan”).
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
For details of the proposal, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft) and its abstract. (IV) deliberated and passed the proposal on the measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 2022
After deliberation, in order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022 and ensure the realization of the company’s development strategy and business objectives, the board of directors of the company agreed that in accordance with the measures for the administration of equity incentive of listed companies and the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange In accordance with the provisions of relevant laws and regulations such as the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and the actual situation of the company, the measures for the administration of the implementation and assessment of the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan are formulated.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
For details of the proposal, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Administrative measures for the implementation and assessment of Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan. (V) deliberated and passed the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan
In order to implement the company’s restricted stock incentive plan in 2022, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company’s restricted stock incentive plan:
1、 Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the restricted stock incentive plan:
1. Authorize the board of directors to determine the qualifications and conditions of the incentive object to participate in the restricted stock incentive plan, and determine the grant date of the restricted stock incentive plan;
2. Authorize the board of directors to make corresponding adjustments to the number of restricted shares and the number of underlying shares involved in the restricted stock incentive plan in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc;
3. Authorize the board of directors to adjust the granting price of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
4. Authorize the board of directors to adjust the shares of restricted shares that employees give up to subscribe to to the reserved part or distribute and adjust among incentive objects before the grant of restricted shares;
5. Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares;
6. Authorize the board of directors to review and confirm the attribution qualification and attribution conditions of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
7. Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested;
8. Authorize the board of directors to handle all matters necessary for the ownership of incentive objects, including but not limited to applying to the stock exchange for ownership registration, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the registration of changes in the company’s registered capital;
9. Authorize the board of directors to decide on the change and termination of the restricted stock incentive plan, including but not limited to canceling the ownership qualification of the incentive object, canceling the ownership of the restricted stock of the incentive object that has not been vested, handling the compensation and inheritance of the restricted stock of the deceased incentive object that has not been vested, and terminating the company’s restricted stock incentive plan;
10. Authorize the board of directors to determine the incentive object, grant quantity, grant price and grant date of restricted shares reserved in the company’s restricted stock incentive plan;
11. Authorize the board of directors to sign, execute, modify and terminate any agreement related to the restricted stock incentive plan and other relevant agreements;
12. Authorize the board of directors to manage and adjust the company’s restricted stock incentive plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of this incentive plan.
However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
13. Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2、 Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions on this restricted stock incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Amend the articles of association and handle the registration of changes in the company’s registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan.
3、 The general meeting of shareholders is requested to authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants, lawyers and securities companies for the implementation of the incentive plan.
4、 The general meeting of shareholders of the company shall agree that the period of authorization to the board of directors shall be consistent with the validity of this restricted stock incentive plan. Except for the matters that need to be passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this restricted stock incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
(VI) deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022
After deliberation, the board of directors of the company agreed to hold the first extraordinary general meeting of shareholders of the company in 2022, which will adopt a combination of on-site voting and online voting. The shareholders’ meeting will be held at 14:30 p.m. on March 14, 2022 in the conference room on the third floor, No. 188 Lianhui street, Xixing street, Binjiang District, Hangzhou.
Voting results: 9 in favor, 0 against and 0 abstention.
For details of the proposal, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Notice on convening the first extraordinary general meeting of shareholders in 2022. (VII) deliberated and passed the proposal on partial adjustment of the company’s organizational structure
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Dbappsecurity Co.Ltd(688023) board of directors February 24, 2022
