Dbappsecurity Co.Ltd(688023) independent director
Independent opinions on matters related to the 17th meeting of the second board of directors
As an independent director of Dbappsecurity Co.Ltd(688023) (hereinafter referred to as “the company”), we have carefully understood and verified the relevant matters of the 17th meeting of the second board of directors in a serious, responsible and realistic manner, and expressed the following independent opinions in accordance with the requirements of the Listing Rules of Shanghai Stock Exchange, the articles of association and the working rules of independent directors:
1、 Independent opinions on the proposal on the company’s profit distribution plan in 2021
The independent directors believe that the company’s profit distribution plan for 2021 is based on the comprehensive consideration of the company’s industry development, the company’s development stage, its own business model and capital demand. Its decision-making process is legal, in line with relevant laws and regulations, relevant regulations of China Securities Regulatory Commission and Shanghai Stock exchange, and in line with the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation Relevant provisions of the articles of association. The plan takes into account the company’s future capital needs and future actual situation, as well as the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company. There is no situation that damages the interests of shareholders, especially the interests of minority shareholders. In conclusion, we unanimously agree to the company’s profit distribution plan for 2021 and agree that the board of directors will submit the proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions on the proposal on the renewal of the company’s audit institution in 2022
Independent directors believe that: Lixin Certified Public Accountants (special general partnership) complies with the provisions of the securities law and has rich experience and professional quality in the audit of listed companies. In the past cooperation with the company, it has provided high-quality audit services for the company and played a positive and constructive role in regulating the financial operation of the company. During his tenure as the company’s audit institution, he followed the independent auditing standards for Chinese certified public accountants, diligently and dutifully, and fairly and reasonably expressed independent audit opinions. In order to ensure the smooth progress of the company’s audit work, it is agreed that the company will continue to employ Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
3、 Independent opinions on the proposal on confirming the remuneration of directors and senior managers of the company in 2021 independent directors believe that the company’s remuneration and relevant incentive and assessment systems for directors and senior managers in 2021 are strictly followed, the remuneration scheme is reasonable, and the procedures of business performance assessment and salary payment comply with the provisions of relevant laws, regulations and the articles of association, and the actual situation of the company. To sum up, we unanimously agreed to confirm the remuneration of directors and senior managers of the company in 2021, and agreed that the board of directors would submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
In the opinion of the independent directors, the company deposited the raised funds in the special account for raised funds approved by the board of directors and signed the supervision agreement for raised funds. The use of the raised funds did not violate the relevant provisions, such as changing the purpose in disguise, which was in line with the provisions of relevant laws and regulations such as the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the company’s management system for raised funds, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
5、 Independent opinions on the proposal on the company’s internal control evaluation report in 2021
The independent directors believe that the self-evaluation report of Dbappsecurity Co.Ltd(688023) on internal control prepared by the company has maintained effective internal control related to the financial statements in all major aspects on December 31, 2021 in accordance with the basic norms of enterprise internal control issued by the Ministry of Finance and other five ministries and commissions and relevant regulations.
6、 Independent opinions on the proposal of the company on purchasing liability insurance for directors, supervisors and senior managers
Independent directors believe that the company’s purchase of liability insurance for directors, supervisors and senior managers can provide protection for the possible compensation liability of directors, supervisors and senior managers in the process of performing their duties according to law, which is conducive to improving the level of corporate governance, promoting the responsible personnel to perform their duties and improving the company’s risk management system. We agree to the company’s purchase of liability insurance for directors, supervisors and senior managers, and agree to submit the above matters to the general meeting of shareholders for deliberation.
7、 Independent opinion on the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures
The independent directors believe that the general meeting of shareholders is requested to authorize the board of directors and its authorized persons to fully handle the specific matters of issuing shares to specific objects through summary procedures, and there is no violation of relevant laws, regulations, normative documents or the provisions of the articles of association. They agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021
The independent directors believe that: (1) according to the authorization of the company’s third extraordinary general meeting 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.
9、 Independent opinions on the proposal on Abolishing the reserved part of the 2020 restricted stock incentive plan and granting the non vested restricted shares
The independent directors believe that the cancellation of some restricted shares of the company complies with the relevant provisions of the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of equity incentive of listed companies and the company’s 2020 restricted stock incentive plan, and the decisions made have fulfilled the necessary procedures.
Therefore, we have expressed our independent opinions on the company’s proposal on Abolishing the part of restricted shares that have been granted but not yet vested in the 2020 restricted stock incentive plan.
10、 Independent opinions on the proposal that the first vesting period of the company’s 2020 restricted stock incentive plan meets the vesting conditions
The independent directors believe that: according to the attribution conditions specified in the company’s 2020 restricted stock incentive plan, the attribution conditions specified in the first attribution period of the reserved grant part of the company’s 2020 restricted stock incentive plan have been achieved, and the number of attributable shares this time is 2418 shares. They agree that the company will handle the attribution related matters for 58 incentive objects who meet the attribution conditions in accordance with the relevant provisions of the incentive plan. According to the relevant provisions of the company’s 2020 restricted stock incentive plan, the ownership arrangement and deliberation procedures of some incentive objects reserved for grant are in line with the relevant provisions of the administrative measures for equity incentive of listed companies and the company’s 2020 restricted stock incentive plan, and there is no situation detrimental to the interests of the company and all shareholders. All independent directors agree that the company will implement the ownership registration of restricted shares during the ownership period.
11、 Independent opinions on the proposal of the company to sell part of the equity of wholly-owned subsidiaries and related party transactions
The independent directors believed that the transaction was in line with the company’s strategic planning and business development needs, the pricing was fair and reasonable, and the market-oriented principles of fairness, openness and impartiality were followed. When the board of directors considered the matter, the related directors avoided voting, and the deliberation and decision-making procedures were in line with the provisions of relevant laws and regulations and the articles of association. There are no circumstances that damage the interests of shareholders, especially minority shareholders, and will not affect the independence of the company. We agree to sell part of the equity of the subsidiary and related party transactions.
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