Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Of the restricted stock incentive plan in 2022 (Draft)
Independent financial advisor Report
Independent financial advisor:
February, 2002
catalogue
Chapter one states that three
Chapter II interpretation five
Chapter III basic assumptions Chapter IV main contents of restricted stock incentive plan 7 I. the stock source of this incentive plan 7 II. Number of restricted shares to be granted 7 III. validity period, grant date, ownership arrangement and lock up period of restricted stock incentive plan 7 IV. grant price and determination method of restricted shares V. vesting and vesting conditions of restricted shares Vi. other contents of restricted stock plan 15 Chapter V opinions of independent financial advisers 16 I. verification opinions on whether the equity incentive plan meets the provisions of policies and regulations 16 II. Dbappsecurity Co.Ltd(688023) verification opinions on the feasibility of implementing equity incentive plan 16 III. verification opinions on the scope and qualification of incentive objects 17 IV. verification opinions on the amount of equity granted under the equity incentive plan 18 v. verification opinions on the pricing method of the grant price of the equity incentive plan 19 VI. financial opinions on the implementation of equity incentive plan of the company VII. Verification opinions on the impact of equity incentive plan on Dbappsecurity Co.Ltd(688023) sustainable operation ability and shareholders' equity VIII. Verification opinions on whether Dbappsecurity Co.Ltd(688023) provides any form of financial assistance for incentive objects IX. verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 24 X. opinions on the rationality of the company's performance appraisal system and appraisal management measures 24 Xi. Other matters that should be explained Chapter VI documents and places for future reference 26 I. list of documents for future reference 26 II. Location of documents for future reference twenty-six
Chapter I declaration
The company (hereinafter referred to as "Yixin" for short) has been entrusted by the company (hereinafter referred to as "6823" for short) to prepare the financial incentive plan for the listed company (hereinafter referred to as "the company") and the company (hereinafter referred to as "6823" for short) as the financial consultant of the company. The independent financial adviser's report is in accordance with the relevant provisions of laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the self regulatory guide for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information, On the basis of relevant information provided by Dbappsecurity Co.Ltd(688023) , issue independent financial advisory opinions for the reference of all shareholders and relevant parties of Dbappsecurity Co.Ltd(688023) .
1. The documents and materials on which the independent financial adviser's report is based are provided by Dbappsecurity Co.Ltd(688023) , Dbappsecurity Co.Ltd(688023) has assured the independent financial adviser that the relevant information about the equity incentive provided by it is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2. Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial advisor has conducted due diligence on the equity incentive matters, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser's report.
3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located; Dbappsecurity Co.Ltd(688023) and the documents and materials provided by relevant parties are true, accurate and complete; All parties involved in this restricted stock plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements; The incentive plan can be approved by the competent department without other obstacles and can be completed smoothly; There are no significant changes in the accounting policies and accounting systems currently implemented in this incentive plan; There are no significant adverse effects caused by other force majeure and unpredictable factors. 4. The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor report on this incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges investors to carefully read the information publicly disclosed by relevant listed companies such as the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft).
5. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor's report and make any explanation or explanation to the report.
6. The independent financial adviser reminds investors that this report aims to express professional opinions on the feasibility of the incentive plan, the rationality of the grant price, whether it is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and the impact on the interests of shareholders, and does not constitute any investment suggestions for Dbappsecurity Co.Ltd(688023) , The independent financial advisor shall not bear any responsibility for the risks that may arise from any investment decision made by the investor according to this report.
Chapter II interpretation
In this independent financial adviser's report, unless the context specifies, the following abbreviations have the following meanings:
Interpretation item interpretation content
Dbappsecurity Co.Ltd(688023) . Listed companies and companies refer to Dbappsecurity Co.Ltd(688023)
Restricted stock incentive plan and this incentive plan refer to Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan and this plan
This report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on Hangzhou Dbappsecurity Co.Ltd(688023) technology and this independent financial consultant report refer to the independent financial consultant report of the limited liability company's restricted stock incentive plan (Draft) in 2022
Independent financial consultant and Xingong consulting refer to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Restricted shares and class II restricted shares refer to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit conditions
Incentive objects refer to the core technical personnel of the company (including subsidiaries) who obtain restricted shares and other personnel deemed necessary by the board of directors in accordance with the provisions of the incentive plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions
Vesting date refers to the date when the granted shares are registered after the incentive object meets the benefit conditions. It must be the trading day
Vesting conditions refer to the benefit conditions set up by the incentive plan and the incentive object is to obtain the incentive shares
The term of validity refers to the period from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange's Sci tech innovation board
The self regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information
Articles of association means the Dbappsecurity Co.Ltd(688023) articles of association
The company's assessment management measures refer to the assessment management measures for the implementation of Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people's Republic of China
Chapter III basic assumptions
The independent financial advisor's report is based on the following basic assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) Dbappsecurity Co.Ltd(688023) the materials and information provided and publicly disclosed are true, accurate and complete;
(III) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(IV) all parties involved in the implementation of the equity incentive plan can fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements in accordance with the principle of good faith;
(V) there is no significant adverse effect caused by other force majeure.
Chapter IV main contents of restricted stock incentive plan
Dbappsecurity Co.Ltd(688023) this restricted stock incentive plan is formulated by the Remuneration Committee under the board of directors of the listed company and approved at the 15th meeting of the second board of directors.
1、 Stock source of this incentive plan
The incentive form adopted in this incentive plan is the second type of restricted stock. The stock source is the company's RMB A-share common stock issued by the company to the incentive object.
2、 Number of restricted shares to be granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 3061500 shares, accounting for 3.90% of the total share capital of the company on the announcement date of the draft incentive plan of 78504696 shares. Among them, 2603400 restricted shares were granted for the first time, accounting for 3.32% of the total share capital of the company on the announcement date of the draft incentive plan and 85.04% of the total number of restricted shares to be granted in the incentive plan; 458100 shares are reserved, accounting for 0.58% of the total share capital of the company on the announcement date of the draft incentive plan, and the reserved part accounts for 14.96% of the total number of restricted shares to be granted in the incentive plan.
The company's 2020 restricted stock incentive plan approved by the second extraordinary general meeting of shareholders in 2020 and the company's 2021 restricted stock incentive plan approved by the third extraordinary general meeting of shareholders in 2021 are still being implemented. As of the announcement date of the draft incentive plan, the total number of subject shares involved in all equity incentive plans within the validity period of the company has not exceeded 20.00% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period does not exceed 1.00% of the total share capital of the company.
3、 Validity period, grant date, ownership arrangement and lock up period of restricted stock incentive plan
(I) period of validity
The validity period of this incentive plan is from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the longest period shall not exceed 60 months.
(II) grant date
After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive object for the first time within 60 days (if there are conditions for granting rights and interests, calculated from the achievement of the conditions) in accordance with relevant regulations, and complete the announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the administrative measures, the period during which rights and interests cannot be granted shall not be counted in the
