Dbappsecurity Co.Ltd(688023) independent director
Independent opinions on matters related to the 15th meeting of the second board of directors of the company
As an independent director of Dbappsecurity Co.Ltd(688023) (hereinafter referred to as the "company"), in accordance with the rules for independent directors of listed companies, the rules for listing shares on the science and Innovation Board of Shanghai Stock Exchange and the requirements of the articles of association, we are in a serious, responsible and realistic attitude. On the basis of carefully reviewing relevant materials, Independent opinions on the relevant proposals considered at the 15th meeting of the second board of directors are as follows: I. independent opinions on the proposal on the company's use of idle raised funds for cash management
After verification, we believe that the company's cash management of some idle raised funds is carried out on the premise of ensuring the normal operation of the investment projects of raised funds and the safety of raised funds, which will not affect the normal construction of the company's raised funds and the normal use of the company's raised funds. The company's cash management of idle raised funds this time is conducive to improving the use efficiency of raised funds, increasing capital income and obtaining better return on investment for the company and shareholders. The approval procedures of the proposal comply with the requirements of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of minority shareholders. We agree that the company will use the idle raised funds with a total amount of no more than 800 million yuan (including this amount) for cash management. Within the above limit and term, the funds can be recycled and used. 2、 Independent opinions on the proposal on the estimated amount of daily connected transactions of the company in 2022
After examination, we believe that the related party transactions between the company and its holding subsidiaries and related parties occur normally in production and operation, follow the principles of objective, fair and fair transactions, do not damage the legitimate interests of the company and shareholders, especially the legitimate interests of minority shareholders, and comply with the relevant provisions of the CSRC and the Shanghai Stock Exchange. When the board of directors of the company deliberated this proposal involving related party transactions, the related directors avoided voting, and their voting procedures and processes complied with the relevant provisions of laws, regulations and the articles of association. Agree to the daily related party transactions between the company and its holding subsidiaries and related parties.
3、 Independent opinions on the proposal on and its summary
1. The drafting and deliberation process of the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft) and its summary comply with the provisions of the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures"), the listing rules and other relevant laws, regulations, normative documents and the articles of Association.
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other relevant laws, regulations and normative documents, and the company has the subject qualification to implement the 2022 restricted stock incentive plan (hereinafter referred to as the "incentive plan").
3. The incentive objects determined in this incentive plan of the company have the qualifications specified in 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 other relevant laws, regulations, normative documents and the articles of Association; There is no case that the stock exchange has identified the candidate as inappropriate within the last 12 months, and there is no case that the China Securities Regulatory Commission and its dispatched offices have identified the candidate as inappropriate within the last 12 months, There are no cases in which the China Securities Regulatory Commission 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 are no cases in which the company law stipulates that they are not allowed to serve as directors and senior managers of the company, and there are no cases in which the laws and regulations stipulate that they are not allowed to participate in the equity incentive of listed companies, which is in line with the administrative measures The conditions of incentive objects specified in the Listing Rules meet the scope of incentive objects specified in the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft) and its abstract, and its subject qualification as the incentive object of this incentive plan is legal and effective.
4. The contents of the Dbappsecurity Co.Ltd(688023) 2022 restricted stock 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 arrangement and attribution arrangement (including the granting quantity, granting date, granting conditions, granting price, term of office, vesting conditions, vesting date and other matters) of restricted shares of each incentive object did not violate the provisions of relevant laws, regulations and normative documents, and did not infringe the interests of the company and all shareholders.
5. The company does not provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares according to the incentive plan, including providing guarantee for its loans.
6. The company's implementation of this incentive plan is conducive to 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, effectively combine the interests of shareholders, the company and the personal interests of the core team, and is conducive to the sustainable development of the company, There is no situation that damages the interests of the company and all shareholders.
In conclusion, the company's incentive plan is conducive to further establish and improve the company's long-term incentive mechanism, conducive to the sustainable development of the company, and does not damage the interests of the company and all shareholders. The incentive objects determined in this incentive plan of the company meet the incentive object conditions specified in relevant laws, regulations and normative documents. We unanimously agree that the company will implement this incentive plan and agree to submit the matter to the general meeting of shareholders for deliberation. 4、 Independent opinion on the scientificity and rationality of the indicators set in the company's restricted stock incentive plan in 2022
The assessment indicators of the company's incentive plan are divided into two levels: performance assessment at the company level and performance assessment at the individual level of incentive objects. The performance evaluation index at the company level of this incentive plan is the growth rate of operating revenue. The growth rate of operating revenue is a growth index to measure the profitability and market value of enterprises and an important symbol to predict the development trend of enterprises' business. Increasing operating income is the basis for the survival and development of enterprises. In addition to the performance appraisal at the company level, the company has set up a strict performance appraisal system for incentive individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the attribution conditions according to the annual performance evaluation results of the incentive object.
To sum up, the assessment system of the company's incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan.
Therefore, we agree to submit the relevant proposals of this restricted stock incentive plan to the general meeting of shareholders of the company for deliberation.
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