Securities code: 688023 securities abbreviation: Dbappsecurity Co.Ltd(688023) Announcement No.: 2022-013 Dbappsecurity Co.Ltd(688023)
Announcement of resolutions of the 13th meeting of the second board of supervisors
The board of supervisors and all supervisors 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.
1、 Meetings of the board of supervisors
The 13th meeting of the second board of supervisors of Dbappsecurity Co.Ltd(688023) (hereinafter referred to as "the company") was notified by mail and telephone on February 18, 2022 and held by means of communication voting on February 23, 2022. The meeting was presided over by Mr. Feng Xuhang, chairman of the board of supervisors of the company. There were 3 supervisors and 3 supervisors. 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. The resolutions formed by voting are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
1. The proposal on the company's use of idle raised funds for cash management was deliberated and adopted
The board of supervisors believes that the company's proposed use of temporarily idle raised funds with an amount of no more than 800 million yuan (including this amount) for cash management is carried out under the condition of ensuring liquidity and safety and will not affect the normal development of the company's raised funds investment projects, which can improve the use efficiency of raised funds and obtain certain investment income, Seek more return on investment for the company's shareholders. The board of supervisors agrees that the company will use the temporarily idle raised funds with a limit of no more than 800 million yuan (including this amount) for cash management, and within the above limit, the funds can be used on a rolling basis for a period from the date of deliberation and approval by the board of directors to the date of deliberation on the cash management of raised funds in the next year.
Voting: 3 in favor, 0 against and 0 abstention.
For details of the above proposal, the company published it on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN) Announcement on using temporarily idle raised funds for cash management.
2. The proposal on the estimated amount of the company's daily connected transactions in 2022 was deliberated and adopted
The board of supervisors believes that the daily related party transactions of the company in 2022 belong to normal business transactions and meet the normal business needs of the company. The pricing basis is sufficient, the price is fair and reasonable, and there is no damage to the interests of the company and minority shareholders. The supervisors present at the meeting unanimously agreed and passed the proposal.
Voting: 3 in favor, 0 against and 0 abstention.
For details of the above proposal, the company published it on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN) Announcement of Dbappsecurity Co.Ltd(688023) on the prediction of daily connected transactions of the company in 2022.
3. The proposal on and its summary was deliberated and adopted
After deliberation, the board of supervisors of the company agreed to the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft) and its summary. The board of supervisors believes that the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft) and its abstract comply with the company law, the securities law and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures for the administration of equity incentive") The Listing Rules of Shanghai Stock Exchange's Sci tech Innovation Board (hereinafter referred to as the "Listing Rules of sci tech Innovation Board") and other relevant laws, regulations, normative documents and the articles of association. The implementation of the company's restricted stock incentive plan in 2022 (hereinafter referred to as "this incentive plan") will further improve the corporate governance structure, establish and improve the company's long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm, sense of responsibility and sense of mission of the company's core team, and effectively promote the interests of shareholders The combination of the interests of the company and the personal interests of the core team is conducive to the sustainable development of the company, and there is no situation that damages the interests of the company and all shareholders.
Voting results: 3 in favor, 0 against and 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The contents involved in this proposal are detailed in the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on the same day The Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft) and its abstract.
4. The proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022 was deliberated and adopted
After deliberation, the board of supervisors of the company agreed to the management measures for the implementation and assessment of Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan. The board of supervisors believes that the measures for the administration of the implementation and assessment of the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan complies with the provisions of the company law, the securities law, the measures for the administration of equity incentive, the Listing Rules of shares on the science and innovation board and other relevant laws, regulations, normative documents and the articles of association of the company, and adheres to the principles of fairness, impartiality and openness, It can ensure the smooth implementation of this incentive plan, further improve the corporate governance structure, form a good and balanced value distribution system, and establish a benefit sharing and restraint mechanism between shareholders and the company's core team.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The contents involved in this proposal are detailed in the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on the same day Measures for the implementation of incentive management plan for shares in 2022 {.
5. The proposal on verifying the list of incentive objects first granted by the restricted stock incentive plan in 2022 was deliberated and adopted
After deliberation, the board of supervisors of the company agreed to the list of incentive objects first granted under the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan. The board of supervisors believes that: the personnel in the list of incentive objects first granted under the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan have the job qualifications specified in the company law, the securities law, the Listing Rules of shares on the science and innovation board and other laws, regulations and normative documents and the articles of Association, and there is no situation that they have been identified as inappropriate candidates by the stock exchange in the past 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There is no circumstance that the company is not allowed to serve as a director or senior manager of the company as stipulated in the company law; There is no case that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations, meets the incentive object conditions specified in the measures for the administration of equity incentive and the Listing Rules of shares on the science and innovation board, meets the incentive object scope specified in the company's 2022 restricted stock incentive plan (Draft), and its subject qualification as the incentive object of the company's current incentive plan is legal Effective.
The company will publicize the names and positions of incentive objects within the company through the company's website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days. The board of supervisors will disclose the audit opinions on the list of incentive objects and the explanation of their publicity five days before the shareholders' meeting considers the equity incentive.
Voting results: 3 in favor, 0 against and 0 abstention
The contents involved in this proposal are detailed in the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on the same day List of incentive objects first granted under the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan.
It is hereby announced.
Dbappsecurity Co.Ltd(688023) board of supervisors February 24, 2022
