Securities code: 688023 securities abbreviation: Dbappsecurity Co.Ltd(688023) Announcement No.: 2022-011
Announcement on public solicitation of entrusted voting rights by independent 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.
Important content tips:
Starting and ending time of solicitation of voting rights: March 10, 2022 to March 11, 2022
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company's shares
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and the Interim Provisions on the administration of public solicitation of shareholders' rights of listed companies (hereinafter referred to as the "Interim Provisions") promulgated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), According to the entrustment of other independent directors of Dbappsecurity Co.Ltd(688023) (hereinafter referred to as "the company"), Xin Jinguo, an independent director, as the collector, solicited voting rights from all shareholders of the company on the relevant proposals of the company's restricted stock incentive plan in 2022 discussed at the first extraordinary general meeting of shareholders in 2022 to be held on March 14, 2022. 1、 Basic information of the collector, voting opinions on voting matters and reasons
(I) basic information of the recruiter
The current independent director of the company, Xin Jinguo, is the person who solicits voting rights. The basic information is as follows:
Born in 1962, Chinese nationality, without overseas permanent residency, doctor of management, Professor, doctoral supervisor, master of accounting supervisor, with the qualification of Chinese certified public accountant and Chinese certified asset appraiser. He has successively served as the vice president of the school of business administration and the vice president of the school of Finance and economics of Hangzhou Institute of electronic technology. Currently, he is the director of Zhejiang informatization and economic and social development research center, a new key professional think tank in Zhejiang Province, and a member of the Advisory Committee of Hangzhou municipal Party committee and municipal government; The person in charge of accounting, a key major in Zhejiang Province, and the person in charge of auditing, a quality course in Zhejiang Province. He is currently an independent director of the company.
The collector does not hold the company's shares, has not been punished for securities violations, and has not been involved in economic rectification
The collector promises that there is no situation that it shall not publicly solicit voting rights as a collector as stipulated in Article 3 of the Interim Provisions, and will continue to meet the conditions as a collector between the collection date and the exercise date. This solicitation is entirely based on the responsibilities of the soliciter as an independent director of the listed company, and the information released is free of false and misleading statements. The soliciter has obtained the consent of other independent directors of the company to solicit the entrusted voting rights this time, and will not violate or conflict with any provisions in laws and regulations, the articles of association or internal system.
The solicitor and its main immediate family members have not reached any agreement or arrangement on matters related to the equity of the company; As an independent director of the company, he has no interest relationship with the directors, senior managers, major shareholders and their affiliates of the company and the solicitation.
(II) opinions and reasons of the collector on voting matters
Xin Jinguo, as an independent director of the company, attended the 15th meeting of the second board of directors held on February 23, 2022 and made comments on the proposal on and its summary The proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022 and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan voted for approval, And expressed independent opinions on matters related to the company's 2022 restricted stock incentive plan (hereinafter referred to as the "incentive plan").
The solicitors believe that the company's incentive plan is conducive to further establish and improve the company's long-term incentive mechanism, is 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. 2、 Basic information of this shareholders' meeting
(I) meeting time
On site meeting time: 14:30, March 14, 2022
Online voting time: from March 14, 2022 to March 14, 2022
The shareholders' meeting of the company adopts the online voting system of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the shareholders' meeting, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
(II) meeting place
Conference room, 3rd floor, Anheng building, 188 Lianhui street, Xixing street, Binjiang District, Hangzhou
(III) proposals requiring proxy voting rights
Serial number proposal
Non cumulative voting motion
On the incentive plan for restricted shares in 2022 1
Proposal on planning (Draft) > and its summary
Proposal on the measures for the administration of assessment of the implementation of restricted stock incentive plan 2 in 2022
3. Notice on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan
Proposal
For details of the general meeting, please refer to the company's website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 And the notice of Dbappsecurity Co.Ltd(688023) on convening the first extraordinary general meeting of shareholders in 2022 of China Securities News, Shanghai Securities News, securities daily and securities times.
3、 Solicitation scheme
(I) collection object
All shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch at the closing of the market on the afternoon of March 9, 2022.
(II) collection time
Starting and ending time of solicitation of voting rights: March 10, 2022 to March 11, 2022 (10:00 a.m. - 5:00 p.m.)
(III) collection procedure
1. If the solicitation object decides to entrust the soliciter to vote, it shall fill in the power of attorney for public solicitation of voting rights of independent directors (hereinafter referred to as the "power of attorney") item by item according to the format and content determined in the annex to this announcement. 2. The client submits the power of attorney and other relevant documents signed by itself to the Securities Investment Department of the company entrusted by the collector; The Securities Investment Department of the company shall sign and receive the power of attorney and other relevant documents for the solicitation of entrusted voting rights:
(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, a copy of the identity certificate of the legal representative, the original power of attorney and a copy of the stock account card; All documents provided by the legal person shareholder in accordance with this article shall be signed page by page by the legal representative and stamped with the official seal of the shareholder unit;
(2) If the entrusted voting shareholder is an individual shareholder, it shall submit a copy of its own ID card, the original power of attorney and a copy of its stock account card;
(3) If the power of attorney is signed by another person authorized by the shareholder, the power of attorney shall be notarized by the notary organ and submitted together with the original power of attorney; The power of attorney signed by the shareholder himself or the legal representative of the shareholder unit does not need to be notarized.
3. After the entrusted voting shareholders have prepared relevant documents according to the above requirements, they shall deliver the power of attorney and relevant documents by hand, registered letter or express mail within the collection time, and deliver them at the address specified in this announcement; If registered mail or express mail is adopted, the date of receipt by the company shall be the date of delivery.
The designated addresses and recipients of the power of attorney and related documents delivered by the shareholders entrusted to vote are as follows:
Address: Anheng building, 188 Lianhui street, Xixing street, Binjiang District, Hangzhou
Attention: Jiang Shujing
Postal Code: 310051
Tel.: 0571-28898076
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark the words "power of attorney for public solicitation of voting rights by independent directors" in a prominent position.
(IV) after the documents submitted by the entrusted voting shareholders are delivered and reviewed by the witness lawyer of the law firm, the authorized entrustment meeting all the following conditions will be confirmed as valid:
1. The power of attorney and relevant documents have been delivered to the designated place in accordance with the requirements of the solicitation procedure of this announcement;
2. Submit the power of attorney and relevant documents within the solicitation time;
3. The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this announcement, the content of the authorization is clear, and the relevant documents submitted are complete and effective;
4. The basic information of the shareholders who submitted the power of attorney and relevant documents is consistent with the contents recorded in the register of shareholders;
5. The voting right of the solicitation matters is not entrusted to anyone other than the soliciter. If a shareholder repeatedly authorizes the collector of his voting rights on the solicitation matters, but the contents of his authorization are different, the power of attorney signed by the shareholder last time shall be valid. If the signing time cannot be judged, the power of attorney received last shall be valid. If the order of receipt cannot be judged, the collector shall ask the authorized trustee to confirm by inquiry, If the authorization content cannot be confirmed in this way, the authorization delegation is invalid.
(V) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder may attend the meeting in person or by proxy.
(VI) in case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following methods:
1. After the shareholder entrusts the voting right of the solicitation matters to the solicitor, if the shareholder explicitly revokes the authorization of the solicitor in writing before the deadline of on-site meeting registration, the solicitor will recognize that its authorization of the solicitor will automatically become invalid;
2. If the shareholder entrusts the voting right of the solicitation to someone other than the solicitor to register and attend the meeting, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will determine that its authorization to the solicitor will automatically become invalid; If the authorization to the collector is not explicitly revoked in writing before the deadline of on-site meeting registration, the authorization to the collector shall be the only valid authorization; If the authorization of the collector is not explicitly revoked in writing before the deadline of the registration time of the on-site meeting, but he attends the general meeting of shareholders and independently exercises the voting right before the collector exercises the voting right on his behalf, the authorization of voting right shall be deemed to have been revoked, and the voting result shall be subject to the voting opinion submitted by the shareholder to the general meeting of shareholders; 3. The shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and select one of the affirmative, negative and abstention and tick "√". If more than one or no choice is selected, the solicitor will deem its authorization invalid.
(VII) due to the particularity of soliciting voting rights, when examining the power of attorney, only the formal examination shall be conducted on the power of attorney submitted by the shareholders according to this announcement, and the substantive examination shall not be conducted on whether the signature and seal on the power of attorney and relevant documents are actually signed or sealed by the shareholders themselves or whether such documents are actually issued by the shareholders themselves or the authorized agents of the shareholders. The power of attorney and relevant supporting documents that meet the formal requirements specified in this announcement are confirmed to be valid.
It is hereby announced.
Soliciter: Xin Jinguo February 24, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that before signing this power of attorney, I / we have carefully read the Dbappsecurity Co.Ltd(688023) announcement on public solicitation of entrusted voting rights of independent directors, Dbappsecurity Co.Ltd(688023) notice on convening the first extraordinary general meeting of shareholders in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights, We have fully understood the relevant conditions of this solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Xin Jinguo, an independent director of Dbappsecurity Co.Ltd(688023) , to attend the first extraordinary general meeting of shareholders in Dbappsecurity Co.Ltd(688023) 2022 as my / the company's agent, and exercise the right to vote on the matters considered at the following meeting according to the instructions of this power of attorney.
My / our company's voting opinions on this solicitation of voting rights are as follows:
No. the motion is for or against abstention
1 about < Dbappsecurity Co.Ltd(688023) 2022
Restricted stock incentive plan (Draft) > proposal on its summary
About < Dbappsecurity Co.Ltd(688023) 2022
2. Proposal on the management measures for the implementation and assessment of institutional stock incentive plan
On submitting to the general meeting of shareholders to authorize the board of directors to handle the equity incentive of the company
three
Proposal on relevant matters of incentive plan
(the client shall express authorization opinions on each proposal. The specific authorization shall be subject to "√" in the corresponding box, and failure to fill in shall be deemed as waiver)
Name of the client (signature or seal):
