Securities code: 688023 securities abbreviation: Dbappsecurity Co.Ltd(688023) Announcement No.: 2022-010 Dbappsecurity Co.Ltd(688023)
2022 restricted stock incentive plan (Draft) summary announcement
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:
Equity incentive: the second type of restricted stock.
Source of shares: Dbappsecurity Co.Ltd(688023) (hereinafter referred to as ” Dbappsecurity Co.Ltd(688023) “, “the company”, “the company” and “listed company”) RMB A-share common shares of the company issued to incentive objects.
Total equity of equity incentive and the total number of underlying shares involved: the number of restricted shares to be granted to incentive objects in the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan” or “the 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. 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.
1、 Purpose of equity incentive plan
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain the core backbone, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and the core team, and make all parties pay common attention to the long-term development of the company, Ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, and in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Securities Law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”), the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “self regulatory guide”) and other relevant laws and administrative regulations The plan is formulated in accordance with the provisions of normative documents and the Dbappsecurity Co.Ltd(688023) articles of Association (hereinafter referred to as the “articles of association”).
As of the announcement date of the incentive plan, the company is also implementing the 2020 restricted stock incentive plan and the 2021 restricted stock incentive plan. The company granted 1381200 class II restricted shares to 222 incentive objects on October 20, 2020, 85100 class II restricted shares to 60 incentive objects on April 22, 2021 and 15180 class II restricted shares to 19 incentive objects on July 12, 2021. The company’s 2021 restricted stock incentive plan granted 1234700 class II restricted shares to 134 incentive objects on November 10, 2021. After deliberation and approval at the 9th meeting of the second board of directors, the vesting conditions specified in the first vesting period of the first part of the company’s 2020 restricted stock incentive plan have been achieved, with a total of 31835 shares. This incentive plan is independent of the 2020 restricted stock incentive plan and the 2021 restricted stock incentive plan being implemented, and there is no relevant connection.
2、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive form adopted in this incentive plan is the second type of restricted stock. The incentive objects who meet the grant conditions of the incentive plan, after meeting the corresponding vesting conditions and vesting arrangements, will obtain A-share common shares of the company at the grant price during the vesting period, and these shares will be registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company before they are vested, and the above restricted shares shall not be transferred, used for guarantee or debt repayment.
(II) source of underlying stock
The company will issue RMB a ordinary shares of the company to the incentive objects as the stock source of the incentive plan.
3、 Number of rights and interests 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.
4、 Determination basis and scope of incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guidelines and other relevant laws, administrative regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects of this incentive plan are the core technical personnel of the company (including subsidiaries, the same below) and other personnel that the board of directors deems necessary to be encouraged (excluding independent directors and supervisors), which is in line with the purpose of implementing the equity incentive plan. The remuneration and assessment committee of the board of directors (hereinafter referred to as the “Remuneration Committee”) shall draw up a list of personnel who meet the scope of incentive objects of the incentive plan, which shall be verified and determined by the board of supervisors of the company.
(II) disclose the number of incentive objects, accounting for the proportion of all employees of the company
The total number of incentive objects involved in this incentive plan is 313, accounting for 11.51% of the total 2719 employees of the company as of December 31, 2020, including:
1. Core technical personnel;
2. Other personnel deemed necessary by the board of directors.
The above incentive objects do not include Dbappsecurity Co.Ltd(688023) independent directors and supervisors. All incentive objects must sign labor contracts or employment contracts with the company or subsidiaries within the assessment period of the incentive plan.
The awarding object of reserved rights and interests shall be defined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of incentive objects on the designated website as required and in time. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
(III) list of incentive objects and distribution of rights and interests to be granted
Restricted shares granted restricted shares granted name, nationality and position of restricted shares granted (10000 shares in the total granted shares in the current total share capital)
1、 Directors and senior management
/ / / / / /
2、 Core technical personnel
Liu Bo China’s core technical personnel 10.00 3.27% 0.13%
Yang Bo Chinese core technicians 5.00 1.63% 0.06%
Li Kai China’s core technical personnel 0.58 0.19% 0.01%
2、 Other personnel deemed necessary by the board of directors
(310 persons in total) 244.76 79.95% 3.12%
Reserve 45.81 14.96% 0.58%
Total 306.15 100.00% 3.90%
Note: if there is any difference in the mantissa between the sum of some total figures and each detailed figure in this incentive plan, it is caused by the rounding of the above percentage results, the same below.
(IV) verification of incentive objects
1. After the board of directors of the company deliberates and approves the incentive plan, the company will publicize the names and positions of incentive objects within the company through the company’s website or other channels for a period of no less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects and fully listen to the public opinions. The company will disclose the review and publicity of the list of incentive objects by the board of supervisors five days before the general meeting of shareholders considers the incentive plan
5、 Relevant schedule of equity incentive plan
(I) validity period of the incentive plan
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) relevant date and term of the incentive plan
1. Grant date of this incentive plan
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 within 60 days.
The grant date shall be determined by the board of directors of the company after the incentive plan is deliberated and approved by the general meeting of shareholders of the company. The grant date must be a trading day. If the date determined according to the above principles is a non trading day, the grant date shall be postponed to the first trading day thereafter.
2. Ownership arrangement of the incentive plan
The restricted shares granted by the incentive plan shall be vested in several times according to the agreed proportion after 12 months from the date of grant and after the incentive object meets the corresponding attribution conditions. The attribution date must be the trading day within the validity period of the incentive plan, but shall not be vested in the following periods:
(1) Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) Within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(4) Other periods prescribed by the CSRC and the stock exchange.
The above “major events” are transactions or other major events that the company should disclose in accordance with the listing rules.
The ownership arrangement of restricted shares granted for the first time is shown in the table below:
Vesting arrangement vesting proportion during vesting period
The first 12 months after the date of granting some restricted shares for the first time
24.25% from the first trading day of the first vesting period to the date of granting some restricted shares for the first time
Ending on the last trading day of the month
The first day after 24 months from the date of granting some restricted shares for the first time
36.25% from the trading day of the second vesting period to the date of granting some restricted shares for the first time
Ending on the last trading day of the month
The first time after 36 months from the date of granting some restricted shares for the first time
48.25% from the trading day of the third vesting period to the date of granting some restricted shares for the first time
The last transaction in a month
