Securities code: Dbappsecurity Co.Ltd(688023) securities abbreviation: Dbappsecurity Co.Ltd(688023) Announcement No.: 2022032 Dbappsecurity Co.Ltd(688023) announcement on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021 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 liabilities for the authenticity, accuracy and completeness of its contents in accordance with the law. Important content tips: \uf06c reserved grant date of restricted shares: April 22, 2022 \uf06c reserved grant number of restricted shares: 308675 shares, accounting for 0.39% of the current total share capital of the company of 78504696 shares. \uf06c equity incentive method: the reserved conditions for granting restricted shares of the company in 2021 stipulated in the incentive plan for Dbappsecurity Co.Ltd(688023) 2021 restricted shares (hereinafter referred to as the “incentive plan” or the “incentive plan”) of the second type of restricted shares have been met. According to the authorization of the third extraordinary general meeting of shareholders in 2021 of Dbappsecurity Co.Ltd(688023) (hereinafter referred to as the “company”), the, At the 17th meeting of the second board of directors and the 15th meeting of the second board of supervisors held on April 22, 2022, the company reviewed and passed the proposal on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021, and determined that April 22, 2022 was the reserved grant date, granting 308675 restricted shares to 3 incentive objects at the grant price of 178.00 yuan / share. The relevant matters are explained as follows: I. restricted stock grant (I) decision-making procedures and information disclosure performed in this restricted stock grant 1. On October 25, 2021, the company held the 10th meeting of the second board of directors, The proposal on Dbappsecurity Co.Ltd(688023) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on Dbappsecurity Co.Ltd(688023) 2021 restricted stock incentive plan implementation assessment management measures “, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan were reviewed and approved. The independent directors of the company have expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there are circumstances damaging the interests of the company and all shareholders. On the same day, the company held the 8th meeting of the second session of the board of supervisors, deliberated and approved the proposal on Dbappsecurity Co.Ltd(688023) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on Dbappsecurity Co.Ltd(688023) 2021 restricted stock incentive plan implementation assessment management measures “, and the proposal on verifying the list of incentive objects first granted by Dbappsecurity Co.Ltd(688023) 2021 restricted stock incentive plan, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions. 2. On October 26, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the public solicitation of entrusted voting rights by independent directors was disclosed. According to the entrustment of other independent directors of the company, Mr. Xin Jinguo, the independent director, as the soliciter, solicited voting rights from all shareholders of the company on the relevant proposals of the incentive plan considered at the third extraordinary general meeting of the company in 2021. 3. From October 26, 2021 to November 4, 2021, the company publicized the names and positions of the incentive objects of the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. On November 5, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the statement on publicity and verification opinions of Dbappsecurity Co.Ltd(688023) board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021. 4. On November 10, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on Dbappsecurity Co.Ltd(688023) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on Dbappsecurity Co.Ltd(688023) 2021 restricted stock incentive plan implementation assessment management measures “and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan. The company’s implementation of the incentive plan is approved by the general meeting of shareholders, and the board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares. At the same time, the company conducted a self-examination on the trading of the company’s shares by insiders and incentive objects within 6 months before the announcement of the draft incentive plan, and found no use of insider information for stock trading. On November 11, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021. 5. On November 10, 2021, the company held the 11th meeting of the second board of directors and the 9th meeting of the second board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time in 2021. The independent directors of the company expressed independent opinions on the above-mentioned proposal, and the board of supervisors verified the above-mentioned matters and issued verification opinions. 6. On April 22, 2022, the company held the 17th meeting of the second board of directors and the 15th meeting of the second board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021, and considered that the grant conditions have been met, the qualification of the incentive objects is legal and effective, and the determined grant date meets the relevant regulations. The independent directors of the company expressed independent opinions on the above-mentioned proposal, and the board of supervisors verified the above-mentioned matters and issued verification opinions. (II) differences between this grant and the equity incentive plan approved by the general meeting of shareholders. The relevant contents of this grant are consistent with the incentive plan approved by the third extraordinary general meeting of shareholders in 2021. (III) the statement of the board of directors on meeting the grant conditions and the clear opinions issued by the independent directors and the board of supervisors 1. The relevant statement of the board of directors on whether the grant conditions are met is in accordance with the provisions of the grant conditions in the incentive plan, The restricted shares granted to the incentive object shall meet the following conditions at the same time: (1) no one of the following circumstances has occurred in the company: ① the financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; ② The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant; ③ Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing; ④ Equity incentive is not allowed according to laws and regulations; ⑤ Other circumstances recognized by the CSRC.
(2) No incentive object has any of the following circumstances: ① it has been identified as an inappropriate candidate by the stock exchange in the last 12 months; ② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; ③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months; ④ Having the circumstances that the company law of the people’s Republic of China (hereinafter referred to as the “company law”) stipulates that he shall not serve as a director or senior manager of the company; ⑤ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations; ⑥ Other circumstances recognized by the CSRC. After careful verification, the board of Directors believes that neither the company nor the incentive object has occurred or does not belong to any of the above circumstances, and the grant conditions of this incentive plan have been met. It agrees to grant 308675 restricted shares to the three incentive objects who meet the grant conditions, with the grant price of 178.00 yuan / share. 2. The board of supervisors’ explanation on whether the grant meets the conditions. According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the incentive plan, the board of supervisors verifies whether the incentive objects reserved for the grant of restricted stock incentive plan in 2021 meet the grant conditions, Verification opinions on the following matters: (1) the incentive object to be granted the rights and interests this time has the job qualifications stipulated in the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other laws, regulations and normative documents, as well as the articles of association, It meets the conditions of incentive objects specified in the administrative measures, the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) and other documents, meets the scope of incentive objects specified in the incentive plan, and there is no situation that it is not allowed to be an incentive object specified in Article 8 of the administrative measures. There are no independent directors, supervisors Shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. The subject qualification of the incentive object granted rights and interests this time is legal and effective, and meets the conditions of granted rights and interests. (2) The company and the incentive object granted this time have not been prohibited from granting rights and interests, and the conditions for the incentive object to be granted rights and interests set by the company’s incentive plan have been met. (3) The company determines that the grant date of the reserved restricted shares granted to the incentive object in the incentive plan complies with the relevant provisions on the grant date in the administrative measures and the incentive plan. Therefore, the board of supervisors agreed that the company would determine the grant date of the reserved restricted shares granted to the incentive objects of the incentive plan as April 22, 2022, and agreed to grant 308675 restricted shares to the three incentive objects at the grant price of 178.00 yuan / share. 3. Relevant instructions of independent directors on whether the reserved grant meets the conditions (1) according to the authorization of the third extraordinary general meeting of shareholders in 2021, the board of directors determined that the grant date of the reserved part of the company’s restricted stock incentive plan in 2021 is April 22, 2022, which is in line with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the incentive plan. (2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan. (3) The incentive objects reserved for granting restricted shares determined by the company comply with the relevant laws and regulations such as the company law, the securities law and the articles of association, the conditions for incentive objects specified in the administrative measures and the listing rules, and the scope of incentive objects specified in the incentive plan. Their subject qualification as the incentive objects of the company’s restricted stock incentive plan in 2021 is legal Effective. (4) The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, enhance the company’s core backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, and is conducive to the sustainable development of the company, without damaging the interests of the company and all shareholders. In conclusion, it is agreed that the company will determine the grant date of some restricted shares reserved in the restricted stock incentive plan in 2021 as April 22, 2022, and agree to grant 308675 restricted shares to three incentive objects at the grant price of 178.00 yuan / share. （4） Details of equity grant. 1. Reserved grant date: April 22, 2022 2. Number of reserved grants: 308675 shares, accounting for about 0.39% of the current total share capital of 78504696 shares of the company. 3. Number of reserved grants: 3 persons 4. Reserved grant price: 178.00 yuan / share 5. Stock source: the company issues A-share common shares to incentive objects. 6. The validity period, vesting period and vesting arrangement of the incentive plan: (1) the validity period of the incentive plan is from the date of the grant of restricted shares to the date of the vesting or invalidation of all the restricted shares granted to the incentive object, with a maximum of 62 months. (2) The restricted shares granted under the incentive plan shall be vested in several times according to the agreed proportion 12 months after 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, the announcement date of the annual report and semi annual report is postponed due to special reasons, From 30 days before the original appointment announcement 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 vesting arrangement of the reserved restricted shares granted in 2022 is shown in the table below: the restricted shares that have not achieved the vesting conditions during the above agreed period shall not be vested or deferred to the next year, and shall be invalidated by the company in accordance with the provisions of this incentive plan. After meeting the vesting conditions of restricted shares, the company will uniformly handle the vesting of restricted shares that meet the vesting conditions. 7. Reserve the list of some incentive objects to be granted and the granting conditions: name, nationality, position, number of restricted shares granted (10000 shares), proportion of restricted shares granted to the total amount granted, proportion of restricted shares granted to the total share capital at the time of grant, and other personnel (a total of 3 persons) considered by the board of directors to need incentive 308675, 20.00%, 0.39%, 30.00% in total
