Dbappsecurity Co.Ltd(688023) the first extraordinary general meeting of shareholders in 2022
Conference materials
March 14, 2022
Notice to shareholders’ meeting
In order to protect the legitimate rights and interests of Dbappsecurity Co.Ltd(688023) all shareholders, maintain the normal order of the general meeting of shareholders, ensure the efficiency of the general meeting of shareholders and ensure that the general meeting of shareholders is held on schedule and smoothly, in accordance with the company law of the people’s Republic of China, the Dbappsecurity Co.Ltd(688023) articles of association, the rules of procedure of Dbappsecurity Co.Ltd(688023) general meeting of shareholders and the relevant provisions of the CSRC and the Shanghai Stock Exchange, These instructions are hereby formulated.
1、 The general meeting of shareholders shall set up a meeting affairs group, and the Secretary of the board of directors of the company shall be responsible for the procedure arrangement and meeting affairs of the meeting. 2、 In order to ensure the seriousness and normal order of the shareholders’ meeting and effectively safeguard the legitimate rights and interests of the shareholders (or shareholders’ representatives) attending the meeting, the company has the right to refuse other persons to enter the meeting place except the shareholders (or shareholders’ representatives), the company’s directors, supervisors, senior managers, witness lawyers and those invited by the board of directors. 3、 Shareholders (or shareholders’ representatives) attending the meeting must go through the sign in procedures at the meeting site 20 minutes before the meeting, and please show the securities account card, ID card or legal entity certificate, power of attorney and participation receipt as required. They can attend the meeting only after receiving the meeting materials after verification.
4、 Shareholders (or shareholders’ representatives) enjoy the right to speak, consultation, voting and other rights and interests according to law. If the shareholder (or shareholder representative) wants to speak at the general meeting of shareholders, he can register with the meeting affairs group of the general meeting at the time of signing in. At the meeting, the host will make overall arrangements for shareholders (or shareholders’ representatives) to speak. The speech topic of shareholders (or shareholders’ representatives) shall be related to the topic of this meeting; If you want to know more about the company beyond the scope of the topic, you can consult the Secretary of the board of directors after the meeting. The moderator or the relevant person designated by the moderator has the right to refuse to answer questions that may disclose the company’s trade secrets or insider information and damage the common interests of the company and shareholders.
5、 In order to improve the efficiency of the proceedings of the general meeting of shareholders, on-site voting shall be conducted after the answers to the questions of shareholders are completed. Voting at the on-site meeting adopts the method of open ballot. Shareholders exercise their voting rights according to the number of voting shares they hold, and each share has one vote. When voting, shareholders shall choose one of the three items of “agree”, “oppose” and “abstain” under each proposal in the voting vote, and mark it with “√”. Votes that have not been filled in, wrongly filled in, illegible handwriting, and votes that have not been cast shall be regarded as abstention. The shareholders are requested to fill in the voting votes as required, and the votes will be received by the staff of the general meeting.
6、 Before voting on the proposal at the shareholders’ meeting, two shareholders’ representatives will be elected to participate in vote counting and monitoring; When the general meeting of shareholders votes on the proposal, the witness lawyer, shareholder representative and supervisor representative shall be jointly responsible for counting and supervising the votes; The on-site voting results shall be announced by the host of the meeting.
7、 The company hired lawyers from Guohao law firm (Hangzhou) to attend the shareholders’ meeting and give legal opinions.
8、 Shareholders (or shareholders’ representatives) shall earnestly fulfill their legal obligations when attending the shareholders’ meeting. After the meeting, please put the mobile phone ring in a silent state, respect and safeguard the legitimate rights and interests of other shareholders and ensure the normal order of the meeting. The company has the right to take necessary measures to stop the acts that interfere with the order of the general meeting of shareholders, provoke trouble and infringe on the legitimate rights and interests of other shareholders, and report to relevant departments for investigation and punishment.
9、 The company will not give gifts to shareholders participating in the general meeting of shareholders, and will not be responsible for arranging the accommodation of shareholders participating in the general meeting of shareholders, so as to treat all shareholders equally. The expenses incurred by shareholders (or their representatives) attending the shareholders’ meeting shall be borne by the shareholders themselves.
10、 The general meeting of shareholders adopts the combination of on-site voting and online voting, and the announcement of the resolution of the general meeting of shareholders is issued in combination with the voting results of on-site voting and online voting.
11、 Please refer to the notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed by the company on the website of Shanghai Stock Exchange on February 24, 2022 for the specific contents of the registration method and voting method of this general meeting of shareholders.
12、 Special reminder: during the prevention and control of covid-19 pneumonia, all shareholders are encouraged to participate in the meeting through online voting. If you really need to attend the meeting on site, please ensure that your temperature is normal and there are no symptoms such as respiratory discomfort. You must wear masks and other protective equipment on the day of the meeting and do a good job of personal protection; On the day of the meeting, the company will measure and register the temperature of participants according to the requirements of epidemic prevention and control. Only those with normal temperature can attend the meeting. Please cooperate.
Time: 14:30 PM, March 14, 2022
Location: Anheng building, 188 Lianhui street, Xixing street, Binjiang District, Hangzhou
Convener: Dbappsecurity Co.Ltd(688023) board of directors
Moderator: Mr. Fan yuan, chairman
Online voting system, starting and ending time and voting time:
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from March 14, 2022 to March 14, 2022
The online voting system of the general meeting of shareholders of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 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.
1、 Declare the meeting open
2、 Announce the number of shareholders and agents attending the meeting and the number of representative shares
3、 The moderator read out the notice of the meeting
4、 Deliberating various proposals one by one
1. Proposal on Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft) and its summary
2. Proposal on Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan implementation assessment management measures
3. 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 4. Proposal on the prediction of the company’s daily connected transactions in 2022
5、 Speeches and questions of shareholders and their representatives
6、 Nomination and election of scrutineers and tellers
7、 Read out voting precautions and on-site voting
8、 Adjournment (Statistics of voting results)
9、 Resume the meeting and announce the voting results and resolutions
10、 Witness the lawyer to read the legal opinion
11、 Signing meeting documents
12、 The host announced the end of the on-site meeting
Proposal 1 of the first extraordinary general meeting of shareholders in 2022: proposal on Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft) and its summary
Shareholders and shareholder representatives:
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 of the company (including subsidiaries), fully mobilize their enthusiasm and creativity, effectively improve the cohesion and core competitiveness of the core team, and effectively combine the interests of shareholders, the company and the core team, Enable all parties to pay common attention to the long-term development of the company, ensure the realization of the company’s development strategy and business objectives, and on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, In accordance with 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 and other relevant laws, administrative regulations, normative documents and the articles of association, The company has formulated the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft) and its summary, and plans to grant 3061500 restricted shares to the incentive objects, including 2603400 shares for the first time and 458100 shares reserved for grant.
The Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft) and the summary announcement of Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft) were posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 Publication disclosure. This proposal is hereby submitted to the general meeting of shareholders for deliberation.
Dbappsecurity Co.Ltd(688023) proposal II of the first extraordinary general meeting of shareholders in 2022 on March 14, 2022: proposal on the measures for the administration of the implementation of Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan
Shareholders and shareholder representatives:
In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022 and the realization of the company’s development strategy and business objectives, in accordance with the measures for the administration of equity incentive of listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws In accordance with the provisions of laws and regulations and the actual situation of the company, the company has formulated the management measures for the implementation and assessment of Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan.
The administrative measures for the implementation and assessment of Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan was published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 Publication disclosure.
This proposal is hereby submitted to the general meeting of shareholders for deliberation.
Dbappsecurity Co.Ltd(688023) proposal III of the first extraordinary general meeting of shareholders in 2022 on March 14, 2022: 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
Shareholders and shareholder representatives:
In order to implement the company’s restricted stock incentive plan in 2022, the board of directors of the company agrees to request the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company’s restricted stock incentive plan:
1、 Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the restricted stock incentive plan:
1. Authorize the board of directors to determine the qualifications and conditions of the incentive object to participate in the restricted stock incentive plan, and determine the grant date of the restricted stock incentive plan;
2. Authorize the board of directors to make corresponding adjustments to the number of restricted shares and the number of underlying shares involved in the restricted stock incentive plan in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc;
3. Authorize the board of directors to adjust the granting price of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
4. Authorize the board of directors to adjust the shares of restricted shares that employees give up to subscribe to to the reserved part or distribute and adjust among incentive objects before the grant of restricted shares;
5. Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares;
6. Authorize the board of directors to review and confirm the attribution qualification and attribution conditions of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
7. Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested;
8. Authorize the board of directors to handle all matters necessary for the ownership of incentive objects, including but not limited to applying to the stock exchange for ownership registration, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the registration of changes in the company’s registered capital;
9. Authorize the board of directors to decide on the change and termination of the restricted stock incentive plan, including but not limited to canceling the ownership qualification of the incentive object, canceling the ownership of the restricted stock of the incentive object that has not been vested, handling the compensation and inheritance of the restricted stock of the deceased incentive object that has not been vested, and terminating the company’s restricted stock incentive plan;
10. Authorize the board of directors to determine the incentive object, grant quantity, grant price and grant date of restricted shares reserved in the company’s restricted stock incentive plan;
11. Authorize the board of directors to sign, execute, modify and terminate any agreement related to the restricted stock incentive plan and other relevant agreements;
12. Authorize the board of directors to manage and adjust the company’s restricted stock incentive plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of this incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
13. Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2、 Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions on this restricted stock incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Amend the articles of association and handle the registration of changes in the company’s registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan.
3、 The general meeting of shareholders is requested to authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants, lawyers and securities companies for the implementation of the incentive plan.
4、 The general meeting of shareholders of the company shall agree that the period of authorization to the board of directors shall be consistent with the validity of this restricted stock incentive plan. For the above authorized matters, the chairman of the board of directors or an appropriate person authorized by him may act on behalf of the chairman of the board of directors, except for the matters that are clearly required to be adopted by the resolution of the board of directors in laws, administrative regulations, rules of the CSRC, normative documents, this restricted stock incentive plan or the articles of association
